Yunnan Aluminium Co.Ltd(000807)
China Securities Co.Ltd(601066)
About Yunnan Aluminium Co.Ltd(000807)
Special verification opinions on the deposit and use of raised funds in 2021
According to the requirements of relevant laws, regulations and normative documents such as the measures for the administration of securities issuance and listing recommendation business, 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 2022), the guidelines for the self discipline supervision of listed companies of Shenzhen Stock Exchange No. 1 – standardized operation of listed companies on the main board, China Securities Co.Ltd(601066) (hereinafter referred to as ” China Securities Co.Ltd(601066) securities” or “sponsor”) as the sponsor of non-public offering of shares of Yunnan Aluminium Co.Ltd(000807) (hereinafter referred to as ” Yunnan Aluminium Co.Ltd(000807) ” or “the company”), checked the deposit and use of raised funds of the company in 2021, and the verification is explained as follows:
1、 Basic information of raised funds
(I) amount of raised funds and arrival time
1. Non public offering of shares in 2016
With the approval of zjxk (2016) No. 1795 document of China Securities Regulatory Commission, the company issued 708227152 RMB ordinary shares (A shares) to 8 specific objects, including Yunnan Metallurgical Group Co., Ltd. Citic Securities Company Limited(600030) and Citic Securities Company Limited(600030) , on October 19, 2016. The issuing price was 5.20 yuan per share, and the total amount of raised funds was 368278119040 yuan, deducting 5262000000 yuan of various issuance expenses, The net amount of funds actually raised was 363016119040 yuan.
Verified by the capital verification report (rhyz [2016] No. 53090007) issued by Ruihua Certified Public Accountants (special general partnership), the total amount of raised funds was 368278119040 yuan, and the balance after deducting the underwriting and recommendation expenses of 5000000000 yuan was 363278119040 yuan, which was remitted by Minsheng Securities Co., Ltd. to the special account for raised funds opened by the company in the bank on October 20, 2016. Of which: 133493500000 yuan of funds raised for the Shanghai Pudong Development Bank Co.Ltd(600000) T / a alumina technology upgrading, production and efficiency increase project of Yunnan Wenshan Aluminum Co., Ltd. (hereinafter referred to as “Yunnan Wenshan Aluminum Co., Ltd.”) (hereinafter referred to as “Yunnan Wenshan Aluminum Co., Ltd. was remitted to the special account opened by the company in Bank Of China Limited(601988) Yunnan Branch (Account No.:
National environment friendly enterprise Yunnan Aluminium Co.Ltd(000807) · China green aluminum
Yunnan Aluminium Co.Ltd(000807) 135648206203, hereinafter referred to as ” Bank Of China Limited(601988) raised capital account (I)”); The raised funds for the acquisition of 51% equity of Laos Chinalco Co., Ltd. (hereinafter referred to as “Chinalco”) and the investment in Chinalco’s 1 million T / a alumina and supporting mining project (hereinafter referred to as “Chinalco project”) are 124784620000 yuan, Remit to the special account opened by the company in Bank Of Communications Co.Ltd(601328) Kunming Wuhua sub branch (Account No.: 5310 Jinzai Food Group Co.Ltd(003000) 1017000270, hereinafter referred to as ” Bank Of Communications Co.Ltd(601328) raised fund account (I)”); The remaining raised funds of 10499999040 yuan shall be remitted into the special account opened by the company in Industrial And Commercial Bank Of China Limited(601398) Kunming Nanping sub branch (Account No.: 250201031920114440, hereinafter referred to as ” Industrial And Commercial Bank Of China Limited(601398) raised funds account (I)”), which is mainly used to repay bank loans and supplement working capital. After deducting other issuance expenses of RMB 26200000, the actual net amount of raised funds received by the company is RMB 363016119040.
2. Non public offering of shares in 2019
With the approval of zjxk [2019] No. 1928 document of China Securities Regulatory Commission, the company issued 521367759 RMB ordinary shares (A shares) to four specific investors, including Aluminum Corporation Of China Limited(601600) , central enterprise industrial investment fund for poor areas Co., Ltd. on December 20, 2019. The issuing price was 4.10 yuan per share, and the total raised funds was 213760781190 yuan, After deducting the issuance expenses of RMB 3168213678, the net amount of funds actually raised was RMB 210592567512.
Verified by the capital verification report (rhyz [2019] No. 53100001) issued by Ruihua Certified Public Accountants (special general partnership), the total amount of raised funds was 213760781190 yuan, and the balance after deducting the underwriting and recommendation expenses of 272800000 yuan was 211032781190 yuan, which was remitted by Minsheng Securities Co., Ltd. to the special account for raised funds opened by the company in the bank on December 23, 2019. Among them, the raised funds for investment in the hydropower and aluminum project for restoration and reconstruction after the Ludian earthquake of magnitude 6.5 were 170099766067 yuan and the unpaid issuance fee was 440213678 yuan, which were remitted to the special account for raised funds opened by the company in Kunming Wuhua branch of Bank of Communications (Account No.: 531899991013 Fspg Hi-Tech Co.Ltd(000973) 72, hereinafter referred to as ” Bank Of Communications Co.Ltd(601328) raised funds account (II)”; The funds raised for the investment of yunlvwenshan medium and low-grade bauxite comprehensive utilization project amounted to 40492801445 yuan, which was remitted to the special account for funds raised opened by the company in Yunnan branch of Export Import Bank of China (Account No.: 216 Shenzhen Ecobeauty Co.Ltd(000010) Ping An Bank Co.Ltd(000001) 51685, hereinafter referred to as “import and export bank”)
National environment friendly enterprise Yunnan Aluminium Co.Ltd(000807) · China green aluminum
Yunnan Aluminium Co.Ltd(000807) bank raised funds account “). After deducting other issuance expenses of RMB 440213678, the actual net amount of raised funds received by the company is RMB 210592567512.
3. Non public offering of shares in 2021
Approved by the reply on approval of Yunnan Aluminium Co.Ltd(000807) non-public offering of shares (zjxk [2021] No. 3086) issued by China Securities Regulatory Commission, the company issued 339750849 RMB ordinary shares (A shares) to 17 specific investors including Aluminum Corporation Of China Limited(601600) , central enterprise rural industry investment fund Co., Ltd. on November 29, 2021 at an issue price of 8.83 yuan / share, The total amount of raised funds is 29999999667 yuan, after deducting the issuance expenses excluding tax of 2441495361 yuan, the actual net amount of raised funds is 297558504306 yuan.
After the capital verification of PWC ztyz [2021] No. 1186 issued by PwC Zhongtian Certified Public Accountants (special general partnership), the total amount of raised funds was 29999999667 yuan, and the balance after deducting underwriting and recommendation fees of 2264150941 yuan was 297735848726 yuan, which was remitted by China Securities Co.Ltd(601066) to the special account for raised funds opened by the company in the bank on December 3, 2021. Including: the raised funds for “Wenshan green aluminum project” of 207558504306 yuan and the outstanding issuance fee of 177344420 yuan were remitted into the special account for raised funds opened by the company in the business department of China Merchants Bank Co.Ltd(600036) Kunming Branch (Account No.: 871900043110666, hereinafter referred to as ” China Merchants Bank Co.Ltd(600036) raised funds account (I)”; The raised funds for “replenishing working capital and repaying bank loans” of RMB 900000000000 shall be remitted to the special account for raised funds opened by the company in Bank Of Communications Co.Ltd(601328) Kunming Wuhua sub branch (Account No.: 53189999101 Jiangsu Lihua Animal Husbandry Co.Ltd(300761) 767, hereinafter referred to as ” Bank Of Communications Co.Ltd(601328) raised funds account (III)”. After deducting other issuance expenses of RMB 177344420 from the raised funds received by the company, the actual net amount of raised funds is RMB 297558504306.
(II) use of raised funds and ending balance
1. Non public offering of shares in 2016
The use and balance of the raised funds received by the company in each year are as follows:
National environment friendly enterprise Yunnan Aluminium Co.Ltd(000807) · China green aluminum
Yunnan Aluminium Co.Ltd(000807)
Unit: RMB
The total amount of raised funds is 368278119040
Less: issuing expenses 5262000000
The net amount of actually raised funds is 363016119040
Less: raised funds used in 2016136719771474
Less: raised funds used in 2017: 51518227566
Less: raised funds used in 2018: 49993500000
Less: 101230782212 raised funds used in 2019
Less: 23553837788 of raised funds used in 2020
As of December 31, 2021, the principal balance of the special account for raised funds was 0.00
On November 14, 2016, the company remitted RMB 50000000 of the raised funds deposited in Bank Of China Limited(601988) raised funds account (I) into the special account opened by Yunnan Aluminum Wenshan in Industrial And Commercial Bank Of China Limited(601398) Kunming Nanping sub branch (Account No.: 2502011029221568717, hereinafter referred to as “Yunnan Aluminum Wenshan Industrial And Commercial Bank Of China Limited(601398) raised funds account”) for capital increase of Yunnan Aluminum Wenshan, and then implemented the construction of Wenshan phase II project with Yunnan Aluminum Wenshan as the main body.
On March 29, 2017, the company held the 38th meeting of the 6th board of directors, deliberated and approved the proposal on short-term use of some temporarily idle raised funds to supplement working capital, Agree to use the temporarily idle raised funds of RMB 80000000000 raised from the non-public offering of shares in 2016 and deposited in the Bank Of Communications Co.Ltd(601328) raised funds account (I) for the merger and acquisition of Laos China Laos Aluminum Co., Ltd. project and the investment and construction of Laos China Laos Aluminum Co., Ltd. 1 million T / a alumina and supporting mine project to temporarily supplement the working capital. The service life shall not exceed 12 months from March 29, 2017, Return to the special account for raised funds before maturity. The idle funds raised by the company have not been returned to the special working capital account for more than 3 months in 2018.
On November 30, 2017, the company held the third meeting of the seventh board of directors, deliberated and approved the proposal on returning the raised funds when due and continuing to use some temporarily idle raised funds to temporarily supplement the working capital. The company temporarily supplemented the working capital with some temporarily idle raised funds of RMB 45000000000 for the Shanghai Pudong Development Bank Co.Ltd(600000) T / a alumina technology upgrading and efficiency increase project of Wenshan aluminum, The service life shall not exceed 12 months from the date of deliberation and approval by the board of directors, and shall be returned to the special account for raised funds before expiration. As of November 28, 2018, the company has actually used RMB 4081500000 to raise funds to temporarily supplement the flow
National environment friendly enterprise Yunnan Aluminium Co.Ltd(000807) · China green aluminum
Yunnan Aluminium Co.Ltd(000807) funds. On November 28, 2018, the company has fully returned the above-mentioned raised funds used to supplement working capital of RMB 4081500000 to the special account for raised funds, with a service life of no more than 12 months.
On March 28, 2018, the company held the ninth (Interim) meeting of the seventh board of directors, deliberated and approved the proposal on continuing to use some temporarily idle raised funds to temporarily supplement working capital. The company used the project of M & A Laos China Laos Aluminum Co., Ltd. and invested in the construction of 1 million T / a alumina and supporting facilities of Laos China Laos Aluminum Co., Ltd
