Securities code: Yunnan Tourism Co.Ltd(002059) securities abbreviation: Yunnan Tourism Co.Ltd(002059) Announcement No.: 2022010 Yunnan Tourism Co.Ltd(002059)
Special report on the deposit and use of raised funds in 2021
The company and all members of the board of directors guarantee that the contents of the announcement are true, accurate and complete without false records, misleading statements or major omissions.
According to the guidelines for the supervision of listed companies No. 2 – regulatory requirements for the management and use of raised funds by listed companies (CSRC announcement [2012] No. 44) issued by the CSRC and the guidelines for the standardized operation of listed companies of Shenzhen Stock Exchange issued by the Shenzhen Stock Exchange The board of directors of the company prepared the special report of Yunnan Tourism Co.Ltd(002059) board of directors on the use of raised funds in 2021 in accordance with the relevant provisions of the announcement form of information disclosure of listed companies of Shenzhen Stock Exchange No. 21: special report form of annual deposit and use of raised funds of listed companies.
1、 Basic information of raised funds
(I) funds raised in 2013
On October 23, 2013, China Securities Regulatory Commission issued the reply on approving Yunnan Tourism Co.Ltd(002059) to issue shares to Yunnan Expo tourism Holding Group Co., Ltd. to purchase assets and raise supporting funds (zjxk [2013] No. 1333), approving the company to issue 78542953 shares to Yunnan Expo tourism Holding Group Co., Ltd. to purchase relevant assets; Approve the company’s non-public offering of no more than 18467154 new shares to raise the matching funds for the purchase of assets by issuing shares this time.
A total of 13887299808 yuan was raised from this issuance, and 12757299808 yuan was deposited by Southwest Securities Co., Ltd. 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 after deducting the issuance fee of 1130000000 yuan. The above funds have been verified by Tianzhi International Certified Public Accountants (special general partnership) and verified and confirmed by issuing the capital verification report of “Tian Ye Zi [2013] No. 1820”.
1. Use of funds
The company raised 13887299808 yuan from the non-public offering of shares. After deducting the issuance expenses of 1130000000 yuan, the net amount of raised funds of 12757299808 yuan was paid to the special storage account for raised funds opened by China Citic Bank Corporation Limited(601998) Kunming Xingyuan road sub branch on December 19, 2013. There was no investment of raised funds in 2013. 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. by way of capital increase, and then Yunnan Yunlv transportation investment and Development Co., Ltd. invested in the project. It invested 206458220 yuan in 2014, 239217890 yuan in 2015, 861565888 yuan in 2016, 943773097 yuan in 2017, 2296984918 yuan in 2018, 1163354052 yuan in 20197126818297 yuan will be invested in 2020 and 93662672 yuan in 2021. So far, the accumulated total investment is 12931835034 yuan (including 12757299808 yuan of net raised funds and 174535226 yuan of fruits). The net amount of raised funds and all fruits have been invested in the project.
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 adopted the proposal on the company’s holding subsidiary Yunnan Tourism 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.
3. Balance of special 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:
Unit: RMB
Bank name balance on December 31, 2021
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
2、 Management of raised funds
(I) management of raised funds in 2013
According to the requirements of Yunnan Tourism Co.Ltd(002059) raised funds management system (hereinafter referred to as “management measures”), the company adopts a special account storage system for the raised funds to facilitate the supervision of the use of the raised funds. The company opened a special account for raised funds in China Citic Bank Corporation Limited(601998) Kunming Xingyuan road sub branch bank, which is convenient for standardizing the use of raised funds and effectively supervising and managing their use, so as to ensure the construction of investment projects with raised funds. In 2014, the company signed the tripartite supervision agreement with the sponsor and the bank where the special account is located. The agreement stipulates that if the company withdraws more than 6 million yuan from the special account for raised funds in one time or within 12 months, the bank where the special account is located shall timely notify Southwest Securities Co.Ltd(600369) , and provide the expenditure list of the special account; The bank where the special account is located shall issue a statement to the company every month, with a copy to Southwest Securities Co.Ltd(600369) Southwest Securities Co.Ltd(600369) designated independent financial advisers can inquire the information of the special account for raised funds at the bank at any time as needed Southwest Securities Co.Ltd(600369) appoint an independent financial consultant to supervise the use of the company’s raised funds, and check the storage of the raised funds in the special account at the same time when conducting on-site investigation every quarter. If the bank fails to issue a statement of account to Party C in time for three consecutive times or notify Party C of the large withdrawal of the special account, and fails to cooperate with Party C in investigating the transformation, the company has the right to unilaterally terminate this Agreement and cancel the special account for raised funds.
3、 Actual use of raised funds in the current period
(I) use of funds for projects with raised funds
See attached table 1
(II) change items
1. Change of project name
With the approval of the reply on the naming of place names of cloud Tourism Service Center (KMD [2015] No. 12) issued by Kunming Civil Affairs Bureau, it is agreed that the company will change the original “Yunnan tourism service comprehensive square project” to “cloud Tourism Service Center Project”.
2. Changes in investment scale
With the approval of the official reply on the approval of the change of construction content and scale of the cloud Tourism Service Center Project (gfgsk [2015] No. 19) issued by the development and Reform Bureau of Guandu District, Kunming, the budget of the “cloud Tourism Service Center Project” was adjusted from the original 372599700 yuan to 550 million yuan.
3. The change of the above project name and investment scale has been deliberated and approved at the seventh extraordinary general meeting of shareholders in 2016.
4、 Changes in the purpose of raised funds after the period
The company has no change in the purpose of raised funds in the current period.
5、 Opinions of the board of directors
The board of directors of the company believes that the deposit and use of the raised funds in 2021 meet the requirements of laws, regulations and relevant regulations.
