Guotai Junan Securities Co.Ltd(601211)
About Shanxi Huaxiang Group Co.Ltd(603112) payment by bank acceptance bill
Verification opinions on raising funds to invest in the funds required by the project and replacing them with the raised funds in equal amount
Guotai Junan Securities Co.Ltd(601211) (hereinafter referred to as " Guotai Junan Securities Co.Ltd(601211) " or "sponsor") as a sponsor of Shanxi Huaxiang Group Co.Ltd(603112) (hereinafter referred to as " Shanxi Huaxiang Group Co.Ltd(603112) " or "company") for initial public offering and public offering of convertible corporate bonds, in accordance with the measures for the administration of securities issuance and listing sponsor business The requirements of relevant laws, regulations and normative documents such as 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 stock listing rules of Shanghai Stock Exchange (revised in January 2022), and the measures for the Administration of raised funds by listed companies of Shanghai Stock Exchange, We have carefully and prudently verified that Shanxi Huaxiang Group Co.Ltd(603112) plans to use bank acceptance bills to pay for the investment projects with raised funds and replace them with the raised funds in the same amount, and our opinions are as follows:
1、 Basic information of raised funds
(I) funds raised from initial public offering in 2020
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 (hereinafter referred to as "CSRC"), 53.2 million RMB common shares (A shares) were publicly issued to the public, with an issue price of 7.82 yuan per share. The total amount of funds raised in this offering was 416024000 yuan, After deducting the issuance expenses of 51.5142 million yuan, the net amount of funds actually raised was 364.598 million yuan. Tianjian Certified Public Accountants (special general partnership) verified the availability of funds for the company's public offering of new shares, and issued the capital verification report (Tianjian Yan [2020] No. 3-77) on September 8, 2020.
(II) funds raised by public issuance of convertible corporate bonds in 2021
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 to the public, deducting underwriting and recommendation fees, audit and capital 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 13.4893 million yuan (excluding tax), and the net amount of funds actually raised was 786.5107 million yuan. The above raised funds have been transferred to the designated account on December 28, 2022. 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 raised for investment projects and replacing them with the raised funds in equal amount
In the process of application, approval and payment of funds required for initial public offering and public offering of convertible corporate bonds by using bank acceptance bills, the relevant provisions of the company's measures for the management of raised funds must be strictly observed. The specific operation process is 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、 Approval procedures to be performed
On January 20, 2022, Shanxi Huaxiang Group Co.Ltd(603112) held the 18th meeting of the second board of directors and the 13th meeting of the second board of supervisors, 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 raised funds in equal amount, It is agreed to 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. The independent directors expressed clear consent. This matter is within the approval authority of the board of directors of the company and does not need to be submitted to the general meeting of shareholders for deliberation.
5、 Verification opinions of the recommendation institution
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.
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(there is no text on this page, which is the signature and seal page of 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 of raised funds and replace them with the raised funds in the same amount)
Sponsor representative:
Dong Shuai, Zhang Xinran
Guotai Junan Securities Co.Ltd(601211)
specific date
