China Securities Co.Ltd(601066)
About Guangzhou Development Group Incorporated(600098) using raised funds
Verification opinions on capital injection to wholly-owned subsidiaries, provision of loans and implementation of raised investment projects
China Securities Co.Ltd(601066) (hereinafter referred to as ” China Securities Co.Ltd(601066) securities” or “recommendation institution”) as a continuous supervision recommendation institution for Guangzhou Development Group Incorporated(600098) (hereinafter referred to as ” Guangzhou Development Group Incorporated(600098) ” or “company”) non-public offering of shares, according to the administrative measures for recommendation business of securities issuance and listing Regulatory guidelines for listed companies No. 2 – regulatory requirements for the management and use of raised funds by listed companies (revised in 2022), stock listing rules of Shanghai Stock Exchange (revised in December 2020) The self regulatory guidelines for listed companies of Shanghai Stock Exchange No. 1 – standardized operation and the guidelines for continuous supervision of listed companies of Shanghai Stock Exchange have verified the company’s use of raised funds to inject capital into wholly-owned subsidiaries, provide loans and implement raised investment projects. The details are as follows:
1、 Basic information of raised funds
With the approval of the reply on approving Guangzhou Development Group Incorporated(600098) non-public development of shares (zjxk [2021] No. 3475) issued by China Securities Regulatory Commission (hereinafter referred to as “CSRC”), the company privately issued 817858967 A shares at an issue price of 6.43 yuan / share, 5258833157.81 yuan, After deducting various issuance expenses of RMB 20533646.19 (excluding value-added tax), the net amount of funds actually raised is RMB 5238299511.62. The net amount of the above raised funds has been in place on December 16, 2021. Lixin Certified Public Accountants (special general partnership) (hereinafter referred to as “Lixin certified public accountants”) has verified the availability of funds raised from the non-public offering of A-Shares and issued the capital verification report (Xin Kuai Shi Bao Zi [2021] No. zc10485).
The company has deposited the raised funds in the special account for raised funds opened for this issuance. The company and its subsidiaries, Guangzhou Gas Group Co., Ltd., Guangzhou Development Group Incorporated(600098) liquefied natural gas Investment Co., Ltd., Yuehai (Panyu) petrochemical storage and Transportation Development Co., Ltd., Guangzhou Development Group Incorporated(600098) Electric Power Group Co., Ltd., Guangzhou Development Group Incorporated(600098) Baozhu energy station Co., Ltd., Guangzhou Development Group Incorporated(600098) new energy Co., Ltd., have cooperated with the sponsor The commercial banks that deposit the raised funds shall sign the tripartite supervision agreement on the raised funds to jointly supervise the use of the raised funds.
2、 Use of raised funds to inject capital and provide loans to wholly-owned subsidiaries
In order to improve the implementation efficiency of raised investment projects, the company plans to use the raised funds to Guangzhou Gas Group Co., Ltd
(hereinafter referred to as “gas group”), Guangzhou Development Group Incorporated(600098) LNG Investment Co., Ltd. (hereinafter referred to as “LNG group”)
Natural gas investment company “), Yuehai (Panyu) petrochemical storage and Transportation Development Co., Ltd., Guangzhou Development Group Incorporated(600098) power gathering
Group Co., Ltd. (hereinafter referred to as “power group”), Guangzhou Development Group Incorporated(600098) Baozhu energy station Co., Ltd., Guangzhou Development Group Incorporated(600098)
New energy Co., Ltd. (hereinafter referred to as “new energy company”) and other wholly-owned subsidiaries inject capital and provide loans,
It is used for raising and investing projects such as urban gas, comprehensive energy services and new energy, with a total amount of no more than 3.524 billion yuan.
The details are as follows:
Unit: 10000 yuan
S / N company name raised funds use method of raised funds
Use upper limit
Inject 948423100 yuan into the gas group for the adjustment project of Guangzhou Gas Group in phase IV of Guangzhou natural gas utilization project; The loan is 209.4298 million yuan with an annual interest rate of 3.5%, which is used for the supporting pipeline project of 168185.29 LNG emergency peak shaving gas source station (peak shaving gas source station huanggemen station section) of Guangzhou 1 Co., Ltd; The loan is 524 million yuan with an annual interest rate of 3.5%, which is used for the fund-raising project of Guangzhou Development LNG Investment Co., Ltd. invested by gas group
Guangzhou Development Group Incorporated(600098) LNG Group invested 524 million yuan and borrowed 541 million yuan (with an annual interest rate of 3.5%). 2 Natural Gas Investment Co., Ltd. invested 106500.00 yuan for LNG investment company to invest in Yuehai (Panyu) petrochemical storage and Transportation Development Co., Ltd. to implement the raised investment project
Yuehai (Panyu) stone invested 1065 million yuan by LNG investment company and borrowed 853.7077 million yuan. 3. Petrochemical storage and transportation development 191870.77 (annual interest rate 3.5%) is used for Guangzhou LNG emergency peak shaving gas storage project and supporting wharf project of LNG emergency peak shaving gas station of Guangzhou Co., Ltd
4 Guangzhou Development Group Incorporated(600098) the power group injected 897904 million yuan into the power group for the implementation of the raised investment project of Guangzhou Development Group Incorporated(600098) baozhutuan Co., Ltd. energy station Co., Ltd. by the power group
Guangzhou Development Group Incorporated(600098) baozhuneng invested 89.7904 million yuan by power group and borrowed 25.50732 million yuan (annual interest rate 5 source station Co., Ltd. 34486.363.5%) for Guangzhou Development Group Incorporated(600098) Conghua Mingzhu biomedical health industrial park natural gas distributed energy station project
Inject 102.5308 million yuan into new energy company for Zhaoqing Xiaopeng new energy investment, including 6 Guangzhou Development Group Incorporated(600098) photovoltaic power generation projects of new energy Co., Ltd GAC Toyota Motor Co., Ltd. third production line continuation Branch Co., Ltd. distributed photovoltaic project and GAC Toyota fourth production line roof photovoltaic contract energy management mode service project
Note: the upper limit of the use limit of raised funds = the amount of committed raised funds – replaceable from June 10 to December 31, 2021
Input amount
The use of raised funds to inject capital or provide loans to wholly-owned subsidiaries is limited to the implementation of raised investment projects and shall not be used
For other purposes.
Guangzhou Gas Group Co., Ltd. and other four wholly-owned subsidiaries partially adopt paid loans
The raised funds shall be used in an open-ended manner. The term of the loan contract is five years. Within the above limit, it shall be appropriated in batches according to the actual demand of the subsidiary. The loan limit cannot be recycled, that is, the corresponding limit will not be restored after the loan is returned. The subsidiary can repay the loan in advance according to the actual progress of the project.
3、 Basic information of the capital injection and borrowing object
(I) name of Guangzhou Gas Group Co., Ltd. Guangzhou Gas Group Co., Ltd
Date of establishment: January 22, 1984 registered capital: 2205021900 yuan
Shareholder composition: Liu Jingbo, legal representative of the company with 100% direct shareholding
Registered address: room 2301, No. 3, Linjiang Avenue, Tianhe District, Guangzhou
Engineering management services; Sales of daily necessities; Wholesale of kitchenware, sanitary ware and daily sundries; Retail of kitchenware, sanitary ware and daily sundries; Internet sales (except sales of goods requiring license); Sales of electrical signal equipment and devices; Business scope: gas operation; Import and export of goods; Technology import and export; Installation, transformation and repair of special equipment; Construction Engineering Construction
Workers; Installation and maintenance of gas burning appliances; The second category of value-added telecommunications services; Call center; Concurrent insurance agency business
Main financial data (unit: 10000 yuan)
Project December 31, 2020 / January to December 2020 (audited on September 30, 2021 / January to September 2021) (Unaudited)
Total assets 696035.21 731772.94
Net assets 308969.54 297333.06
Operating income 417273.34 330732.30
Net profit 15820.11 -12244.09
(II) Guangzhou Development Group Incorporated(600098) LNG Investment Co., Ltd. company name Guangzhou Development Group Incorporated(600098) LNG Investment Co., Ltd
Date of establishment: December 14, 2018 registered capital: RMB 230 million
Shareholder composition: Liu Jingbo, legal representative of the company with 100% indirect shareholding
Registered address: Room 202, 2 / F, building 10, No. 22, Xiaohu south 2nd Road, Huangge Town, Nansha District, Guangzhou (office only)
Main financial data (unit: 10000 yuan)
Project December 31, 2020 / January December 2020 September 30, 2021 / January September 2021 (Unaudited)
Total assets 166070.00 174063.20
Net assets 166070.00 174063.20
Operating income —
Net profit -1.51 -6.80
(III) Yuehai (Panyu) petrochemical storage and Transportation Development Co., Ltd. Company Name: Yuehai (Panyu) petrochemical storage and Transportation Development Co., Ltd
Date of establishment: October 20, 1992 registered capital: RMB 1098 million
Composition of shareholders: 100% indirect shareholding of the company; legal representative: Zhong Fuying
Registered address: No. 1, Yuehai Road, Huangge Town, Nansha District, Guangzhou
Port dangerous goods operation; Product oil storage; Storage of hazardous chemicals; Provide wharf and barge anchor for ships
Business scope: land, buoy and other facilities; Provide simple processing services such as port cargo handling (including lightering), warehousing, port lightering, container handling, stacking, loading and unpacking; Ship supply service; Ship pollutant receiving and oil containment boom supply services
Main financial data (unit: 10000 yuan)
Project December 31, 2020 / January to December 2020 (audited on September 30, 2021 / January to September 2021) (Unaudited)
Total assets 68383.30 80937.45
Net assets 37199.96 44577.01
Operating income —
Net profit 7562
