Southwest Securities Co.Ltd(600369)
About Yunnan Tourism Co.Ltd(002059)
Special verification report on the deposit and use of raised funds in 2021
Southwest Securities Co.Ltd(600369) (hereinafter referred to as ” Southwest Securities Co.Ltd(600369) “) as an independent financial consultant of Yunnan Tourism Co.Ltd(002059) (hereinafter referred to as “the company” or ” Yunnan Tourism Co.Ltd(002059) “) issued shares to specific objects to purchase assets and raise supporting funds in 2013, in accordance with the guidelines for the supervision of listed companies No. 2 – regulatory requirements for the management and use of funds raised by listed companies The deposit and use of the raised funds in Yunnan Tourism Co.Ltd(002059) 2021 have been carefully verified in accordance with the relevant provisions of the guidelines for self discipline supervision of listed companies of Shenzhen Stock Exchange No. 1 – standardized operation of listed companies on the main board. The specific verification is as follows:
1、 Basic information of supporting funds raised in 2013
On October 23, 2013, the company approved the company to issue 78542953 shares to Yunnan World Expo tourism Holding Group Co., Ltd. to purchase relevant assets with the approval of the reply on approving Yunnan Tourism Co.Ltd(002059) to issue shares to purchase assets and raise supporting funds (zjxk [2013] No. 1333) of China Securities Regulatory Commission, Non public offering of no more than 18467154 new shares to raise matching funds for the purchase of assets by issuing shares this time.
A total of 13887299808 yuan was raised in this offering. The net amount of 12757299808 yuan after deducting the issuance fee of 1130000000 yuan was deposited by Southwest Securities Co.Ltd(600369) into the special account opened by the company in China Citic Bank Corporation Limited(601998) Kunming Xingyuan road sub branch (Account No.: 7302611826 China High-Speed Railway Technology Co.Ltd(000008) 026) on December 19, 2013. The above funds have been verified by Tianzhi International Certified Public Accountants (special general partnership) and verified and confirmed by the capital verification report of “Tian Ye Zi [2013] No. 1820”.
1. Use of raised funds
In 2014, all the raised funds were invested in the wholly-owned subsidiary Yunnan Tourism Co.Ltd(002059) Automobile Co., Ltd. through capital increase Yunnan Tourism Co.Ltd(002059) Automobile Co., Ltd. invested in Yunnan Yunlv transportation investment and Development Co., Ltd. ( Yunnan Tourism Co.Ltd(002059) Automobile Co., Ltd., a wholly-owned subsidiary of Yunnan Yunlv transportation investment and Development Co., Ltd.) by way of capital increase in 2014, 2017 and 2019 respectively, and then invested in the project by Yunnan Yunlv transportation investment and Development Co., Ltd. as of December 31, 2021, the projects invested with raised funds are shown in the following table:
Unit: Yuan
Amount of projects invested in the current year and cumulative amount of projects invested in the current year
2014206458220206458220
2015239217890445676110
20168615658881307241998
20179437730972251015095
201822969849184548000013
20191163540525711354065
2020712681829712838172362
20219366267212931835034
Note: the part in which the accumulated amount of invested projects exceeds the net amount of raised funds is the interest income of raised funds.
2. Replenish working capital and return with temporarily idle raised funds
(1) On April 21, 2014, the company held the 7th Meeting of the 5th board of directors to consider and approve the proposal of Yunnan Tourism Co.Ltd(002059) holding subsidiary Yunnan Tourism Co.Ltd(002059) Automobile Co., Ltd. using idle raised funds to supplement working capital, and agreed that on the premise of ensuring the capital demand of the investment project with raised funds, It is proposed to use no more than RMB 100 million (accounting for 78.39% of the net amount of RMB 127573 million raised by the company’s non-public offering of supporting funds in 2013) to temporarily supplement working capital with idle raised funds, with a service life of no more than 12 months (from April 22, 2014 to April 21, 2015). Upon the expiration of the above-mentioned period for replenishing working capital with idle raised funds, Yunnan Tourism Co.Ltd(002059) Automobile Co., Ltd. will return the funds to the special account for raised funds in time as required, which will not affect the normal progress of the company’s raised investment projects.
(2) On April 22, 2014, Yunnan Tourism Co.Ltd(002059) Automobile Co., Ltd. transferred 100 million yuan from the special account for raising funds ( China Citic Bank Corporation Limited(601998) Kunming Xingyuan road sub branch, account No.: 73026118260 Skyworth Digital Co.Ltd(000810) 9) to supplement working capital.
(3) On April 20, 2015, Yunnan Tourism Co.Ltd(002059) Automobile Co., Ltd. returned 100 million yuan of supplementary working capital used in the previous year from the company’s working capital account to the special fund-raising account ( China Citic Bank Corporation Limited(601998) Kunming Xingyuan road sub branch, account No.: 73026118260 Skyworth Digital Co.Ltd(000810) 9) according to the original commitment.
(4) On September 17, 2015, the company held the 19th (Interim) meeting of the 5th board of directors, deliberated and approved the proposal on the company’s holding subsidiary Yunnan Tourism Co.Ltd(002059) Automobile Co., Ltd. using idle raised funds to supplement working capital, and agreed that on the premise of ensuring the capital demand of the investment projects with raised funds, It is proposed to use no more than RMB 100 million (accounting for 78.39% of the net amount of RMB 127573 million raised by the company’s non-public offering of supporting funds in 2013) to temporarily supplement working capital with idle raised funds, with a service life of no more than 12 months (from September 22, 2015 to September 21, 2016). Upon the expiration of the above-mentioned period for replenishing working capital with idle raised funds, Yunnan Tourism Co.Ltd(002059) Automobile Co., Ltd. will return the funds to the special account for raised funds in time as required, which will not affect the normal progress of the company’s raised investment projects.
(5) On September 22, 2015, Yunnan Tourism Co.Ltd(002059) Automobile Co., Ltd. transferred 100 million yuan from the special account for raising funds ( China Citic Bank Corporation Limited(601998) Kunming Xingyuan road sub branch, account No.: 73026118260 Skyworth Digital Co.Ltd(000810) 9) to supplement working capital.
(6) On September 20, 2016, Yunnan Tourism Co.Ltd(002059) Automobile Co., Ltd. returned 100 million yuan of supplementary working capital used in the previous year from the company’s working capital account to the special account for raising funds ( China Citic Bank Corporation Limited(601998) Kunming Xingyuan road sub branch, account No.: 73026118260 Skyworth Digital Co.Ltd(000810) 9) according to the original commitment.
(7) On October 21, 2016, the company held the fifth (Interim) meeting of the sixth board of directors, deliberated and approved the proposal on the company’s holding subsidiary Yunnan Tourism Co.Ltd(002059) Automobile Co., Ltd. using idle raised funds to supplement working capital, and agreed that on the premise of ensuring the capital demand of the investment projects with raised funds, It is proposed to temporarily supplement the working capital with idle raised funds of no more than RMB 80 million (accounting for 62.71% of the net amount of RMB 127573 million raised by the company’s non-public offering of supporting funds in 2013), and the service life is no more than 12 months from the date of deliberation and approval by the company’s board of directors. Upon the expiration of the above-mentioned period for replenishing working capital with idle raised funds, Yunnan Tourism Co.Ltd(002059) Automobile Co., Ltd. will return the funds to the special account for raised funds in time as required, which will not affect the normal progress of the company’s raised investment projects.
(8) On October 25, 2016, Yunnan Tourism Co.Ltd(002059) Automobile Co., Ltd. transferred 80 million yuan from the special account for raising funds ( China Citic Bank Corporation Limited(601998) Kunming Xingyuan road sub branch, account No.: 73026118260 Skyworth Digital Co.Ltd(000810) 9) to supplement working capital.
(9) On October 24, 2017, Yunnan Tourism Co.Ltd(002059) Automobile Co., Ltd. returned 80 million yuan of supplementary working capital used in the previous year from the company’s working capital account to the special account for raising funds ( China Citic Bank Corporation Limited(601998) Kunming Xingyuan road sub branch, account No.: 73026118260 Skyworth Digital Co.Ltd(000810) 9) according to the original commitment.
(10) On August 14, 2018, the company held the 28th meeting of the 6th board of directors, deliberated and approved the proposal on the company’s holding subsidiary Yunnan Tourism Co.Ltd(002059) Automobile Co., Ltd. using idle raised funds to temporarily supplement working capital, and agreed that on the premise of ensuring the capital demand of the investment projects with raised funds, It is proposed to temporarily supplement the working capital with idle raised funds of no more than RMB 80 million (accounting for 62.71% of the net amount of RMB 127573 million raised by the company’s non-public offering of supporting funds in 2013), and the service life is no more than 6 months from the date of deliberation and approval by the company’s board of directors. Upon the expiration of the above-mentioned period for replenishing working capital with idle raised funds, Yunnan Tourism Co.Ltd(002059) Automobile Co., Ltd. will return the funds to the special account for raised funds in time as required, which will not affect the normal progress of the company’s raised investment projects. The company promises not to make venture capital investment or provide financial assistance to objects other than holding subsidiaries during the period of using idle raised funds to supplement working capital.
(11) On August 16, 2018, Yunnan Tourism Co.Ltd(002059) Automobile Co., Ltd. transferred 80 million yuan from the special account for raising funds ( China Citic Bank Corporation Limited(601998) Kunming Xingyuan road sub branch, account No.: 73026118260 Skyworth Digital Co.Ltd(000810) 9) to supplement working capital.
(12) On February 12, 2019, Yunnan Tourism Co.Ltd(002059) Automobile Co., Ltd. returned 80 million yuan of supplementary working capital used in the previous year from the company’s working capital account to the special account for raising funds ( China Citic Bank Corporation Limited(601998) Kunming Xingyuan road sub branch, account No.: 73026118260 Skyworth Digital Co.Ltd(000810) 9) according to the original commitment requirements.
2、 Deposit and management of raised funds
(I) management of raised funds
The fund raising management system has been formulated and implemented.
The company opened a special account for the raised funds for supporting financing in 2013 at China Citic Bank Corporation Limited(601998) Kunming Xingyuan road sub branch, with account numbers of 7302611826 Tus Environmental Science And Technology Development Co.Ltd(000826) , 7302611826 Skyworth Digital Co.Ltd(000810) 9 and 7302611826 Hunan Valin Steel Co.Ltd(000932) 0 (the raised investment project is implemented by Yunnan Yunlv transportation investment and Development Co., Ltd., a subsidiary of Yunnan Tourism Co.Ltd(002059) Automobile Co., Ltd., a subsidiary of Yunnan Tourism Co.Ltd(002059) Automobile Co., Ltd., and all companies have opened special accounts).
On January 14, 2014, Yunnan Tourism Co.Ltd(002059) , China Citic Bank Corporation Limited(601998) Kunming Xingyuan road sub branch and Southwest Securities Co.Ltd(600369) signed the tripartite supervision agreement on raised funds; On March 19, 2014, Yunnan Tourism Co.Ltd(002059) , China Citic Bank Corporation Limited(601998) Kunming Branch, Yunnan Tourism Co.Ltd(002059) Automobile Co., Ltd. and Yunnan Yunlv transportation investment and Development Co., Ltd. signed the tripartite supervision agreement on raised funds
The supplementary agreement to the management agreement clearly stipulates that the special accounts with account numbers of 730261018260 Tus Environmental Science And Technology Development Co.Ltd(000826) , 730261018260 Skyworth Digital Co.Ltd(000810) 9 and 7302611826 Hunan Valin Steel Co.Ltd(000932) 0 are only used for the storage and use of the funds raised by Yunnan Tourism Co.Ltd(002059) “Yunnan tourism service comprehensive Plaza Project”, and shall not be used for other purposes.
(II) special deposit account for raised funds
As of December 31, 2021, the total balance of the company’s special account for raised funds in 2013 was RMB 0.00, as follows:
Monetary unit: RMB
Bank name and amount
1. China Citic Bank Corporation Limited(601998) Kunming Xingyuan road sub branch (Account No.: 73026101826 China High-Speed Railway Technology Co.Ltd(000008) 026) fruits 0.00
2. China Citic Bank Corporation Limited(601998) Kunming Xingyuan road sub branch (Account No.: 73026118260 Skyworth Digital Co.Ltd(000810) 9) fruits 0.00
3. China Citic Bank Corporation Limited(601998) Kunming Xingyuan road sub branch (Account No.: 73026118260 Hunan Valin Steel Co.Ltd(000932) 0) 0.00
total
