Securities code: 603112 securities abbreviation: Shanxi Huaxiang Group Co.Ltd(603112) Announcement No.: 2022-008 convertible bond Code: 113637 convertible bond abbreviation: Huaxiang convertible bond
Shanxi Huaxiang Group Co.Ltd(603112)
About using bank acceptance bills to pay for investment projects of raised funds
Announcement of required funds and equal replacement with raised funds
The board of directors and all directors of the company guarantee that there are no false records, misleading statements or major omissions in the contents of this announcement, and bear individual and joint liabilities for the authenticity, accuracy and completeness of its contents.
Shanxi Huaxiang Group Co.Ltd(603112) (hereinafter referred to as “the company”) convened the 18th meeting of the second board of directors and the 13th meeting of the second board of supervisors on January 20, 2022, deliberated and adopted the proposal on using bank acceptance bills to pay the funds required for investment projects with raised funds and replace them with the raised funds in equal amount. In order to improve the use efficiency of the raised funds and reduce the financial cost, it is agreed that the company will use the bank acceptance bill to pay the funds required for the raised funds investment project during the implementation of the raised funds investment project, and replace it with the raised funds in the same amount. Relevant matters are announced as follows:
1、 Basic information of raised funds
(I) funds raised by initial public offering
Approved by the reply on approving Shanxi Huaxiang Group Co.Ltd(603112) initial public offering of shares (zjxk [2020] No. 1841) of China Securities Regulatory Commission, the company was approved to publicly issue 53.2 million RMB common shares (A shares) to the public at an issue price of 7.82 yuan per share, and the total amount of raised funds was 416024000.00 yuan, After deducting the issuance expenses excluding tax of RMB 51514150.94, the net amount of raised funds is RMB 364509849.06. The above raised funds have been transferred to the designated account on September 8, 2020. Tianjian Certified Public Accountants (special general partnership) verified the availability of the raised funds and issued the capital verification report (tjyz [2020] No. 3-77).
(II) funds raised by public issuance of convertible corporate bonds
Approved by the reply on approving Shanxi Huaxiang Group Co.Ltd(603112) public issuance of convertible corporate bonds (zjxk [2021] No. 3088) of China Securities Regulatory Commission, the company is approved to publicly issue 800 million yuan of convertible corporate bonds (hereinafter referred to as “convertible bonds”) to the public, deducting underwriting and recommendation fees, audit and verification fees, lawyer fees The external expenses directly related to the issuance of convertible bonds, such as information disclosure fees and issuance handling fees, totaled 13489284.90 (excluding tax), and the net amount of funds actually raised was 786510715.10 yuan. The above raised funds have been transferred to the designated account on December 28, 2021. Tianjian Certified Public Accountants (special general partnership) verified the availability of the funds raised by the convertible bonds issued by the company and issued the verification report (tjyz [2021] No. 3-81).
2、 The operation process of using bank acceptance bills to pay the funds required by the raised funds for investment projects and replacing the matters with the raised funds in the same amount
In order to further strengthen the use management of raised funds and ensure that bank acceptance bills are used for raised investment projects, the company has formulated relevant operating procedures, as follows:
1. According to the demand for funds (including but not limited to project funds, equipment purchase funds and material purchase funds) of raised investment projects, the company’s procurement department and other relevant departments shall solicit the opinions of the capital operation platform and financial management platform before signing the contract, determine the funds that can be paid by bank acceptance bill (or endorsement transfer payment), and specify the payment method in the procurement contract.
2. If the contract has been signed in advance but the payment method is not specified, the procurement department shall coordinate with the fund operation platform to confirm whether the bank acceptance bill can be used for payment (or endorsement transfer payment).
3. When handling the bank acceptance bill business, the procurement department and relevant departments responsible for project construction shall fill in the payment application form, indicate the payment method according to the contract terms, and review it level by level according to the fund use approval procedure specified in the company’s measures for the management of raised funds. After passing the review, The fund operation platform handles bank acceptance bill payment (or endorsement transfer payment) according to the approved payment application form.
4. The fund operation platform shall prepare the detailed statement of bank acceptance bill payment on a monthly basis and copy it to the sponsor representative. After the sponsor representative has no objection, the fund operation platform shall transfer the equivalent funds of the corresponding funds of the raised investment projects paid through bank acceptance bills this month from the special account of raised funds to the general account of the company before the 15th of the next month.
5. When the bank acceptance bill paid by non endorsement transfer is due, the company will pay with its own funds and will no longer use any funds in the raised funds account.
6. The relevant departments of the company must strictly abide by the relevant provisions of the company’s measures for the management of raised funds in the process of application, approval and payment of funds required for raised funds projects by using bank acceptance bills.
7. The recommendation institution and the recommendation representative have the right to supervise the company’s use of bank acceptance bills to pay the funds of raised investment projects by means of on-site inspection and written inquiry. The company and the supervision Bank of the special account for raised funds shall cooperate with the recommendation institution’s investigation and inquiry.
3、 Impact on the company
The company’s use of bank acceptance bills to pay for the funds in the raised investment projects and equal replacement with the raised funds is conducive to accelerating the turnover of bills, reducing the use cost of funds and improving the use efficiency of raised funds, which is in line with the interests of the company and all shareholders, does not affect the normal implementation of the company’s raised investment projects and is in line with the use plan of raised funds, There is no case of changing the purpose of the raised funds in a disguised form and damaging the interests of shareholders.
4、 Opinions of independent directors, board of supervisors and recommendation institutions
1. Opinions of independent directors
The company used the bank acceptance bill to pay the funds required for the raised investment project and replaced it with the raised funds in the same amount, which complied with the provisions of relevant laws, regulations, rules and regulations, fulfilled the necessary decision-making procedures and formulated the corresponding operation process. The implementation of the above matters is conducive to improving the use efficiency of funds and will not affect the normal implementation of raised investment projects. There is no situation of changing the investment direction of raised funds in a disguised manner and damaging the interests of shareholders, and there is no violation of relevant laws and regulations, normative documents and other relevant provisions such as the company law and the securities law.
Therefore, we agree that the company will use the bank acceptance bill to pay the funds required for the raised investment project and replace it with the raised funds in the same amount.
2. Opinions of the board of supervisors
The board of supervisors believes that it is in the interests of the company and all shareholders that the company uses bank acceptance bills (or endorsement transfer payments) to pay (including but not limited to project funds, equipment purchase funds and material purchase funds) the funds in the raised capital investment projects according to the actual situation, and replaces them with the raised funds in the same amount, which will not affect the normal implementation of the raised investment projects of the company, Comply with the use plan of the raised funds, and there is no situation of changing the purpose of the raised funds in a disguised form and damaging the interests of shareholders.
3. Opinions of the sponsor
After verification, the sponsor believes that the company’s use of bank acceptance bills to pay the funds required for the investment projects with raised funds and the replacement of the same amount with the raised funds has not changed the purpose of the raised funds, and there is no violation of relevant laws and regulations on the management of raised funds and the company’s law on the management of raised funds, which is conducive to improving the efficiency of the use of raised funds, It is in the interests of all shareholders of the company to increase the bill turnover speed and reduce financial expenditure. According to the measures for the administration of raised funds of listed companies on Shanghai Stock Exchange and other requirements, the company has fulfilled the necessary internal approval procedures. The board of directors and the board of supervisors of the company have deliberated and approved the matter, and the independent directors have expressed their explicit consent. This time, the company used bank acceptance bills to pay the funds required for the raised investment projects and replaced the raised funds in equal amount, which met the relevant provisions of the guidelines for the supervision of listed companies No. 2 – regulatory requirements for the management and use of raised funds by listed companies (revised in January 2022), the measures for the management of raised funds by listed companies of Shanghai Stock Exchange and other relevant provisions, The sponsor agrees to Shanxi Huaxiang Group Co.Ltd(603112) use the bank acceptance bill to pay the funds required for the investment project with the raised funds and replace them with the raised funds in the same amount.
5、 Documents for future reference
1. Resolution of the 18th meeting of the second board of directors;
2. Independent opinions of independent directors on matters related to the 18th meeting of the second board of directors; 3. Resolution of the 13th meeting of the second board of supervisors;
4. Review opinions of the board of supervisors on matters related to the 13th meeting of the second board of supervisors;
5. The Guotai Junan Securities Co.Ltd(601211) verification opinions on Shanxi Huaxiang Group Co.Ltd(603112) using bank acceptance bill to pay the funds required for the investment project with raised funds and replace them with the raised funds in equal amount are hereby announced
Shanxi Huaxiang Group Co.Ltd(603112) board of directors January 21, 2022
