Assurance report on the deposit and use of Sinotruk Jinan Truck Co.Ltd(000951) raised funds December 31, 2021
Verification report on the deposit and use of raised funds
Ernst & Young Huaming (2022) ZZ No. 61617056j04 Sinotruk Jinan Truck Co.Ltd(000951) Sinotruk Jinan Truck Co.Ltd(000951) board of directors:
We are entrusted to verify the attached special report on the deposit and use of raised funds in Sinotruk Jinan Truck Co.Ltd(000951) 2021 (“special report on raised funds”). It is the responsibility of Sinotruk Jinan Truck Co.Ltd(000951) board of directors to prepare the special report on raised funds in accordance with the guidelines for the supervision of listed companies No. 2 – regulatory requirements for the management and use of raised funds by listed companies, the guidelines for the self discipline supervision of listed companies No. 1 – standardized operation of listed companies on the main board of Shenzhen Stock Exchange and relevant format guidelines, and to ensure that its contents are true, accurate and complete without false records, misleading statements or major omissions. Our responsibility is to give independent assurance opinions on the special report of raised funds on the basis of the implementation of assurance work.
We have carried out the assurance business in accordance with the provisions of other assurance business standards for Chinese certified public accountants No. 3101 – assurance business other than audit or review of historical financial information. The standard requires us to plan and implement the assurance work to obtain reasonable assurance on whether there is no material misstatement in the special report of raised funds. In the process of assurance, we have implemented other procedures including understanding, spot check, verification and other procedures we think necessary. We believe that our assurance work provides a reasonable basis for expressing opinions.
We believe that Sinotruk Jinan Truck Co.Ltd(000951) the special report on raised funds is prepared in accordance with the guidelines for the supervision of listed companies No. 2 – regulatory requirements for the management and use of raised funds by listed companies, the guidelines for the self discipline supervision of listed companies No. 1 – standardized operation of listed companies on the main board of Shenzhen Stock Exchange and relevant format guidelines in all major aspects, which truthfully reflects the deposit and use of Sinotruk Jinan Truck Co.Ltd(000951) raised funds in 2021.
This report is only for Sinotruk Jinan Truck Co.Ltd(000951) disclosure of 2021 annual report, and is not suitable for other purposes.
Deposit and use of raised funds (Continued)
Ernst & Young Huaming (2022) ZZ No. 61617056j04 Sinotruk Jinan Truck Co.Ltd(000951) (no text on this page)
Ernst & Young Huaming Certified Public Accountants (special general partnership) Chinese certified public accountant: Zhang Yiqiang
Chinese certified public accountant: Teng Teng
Beijing, China March 30, 2022
Special report on the deposit and use of raised funds in 2021
1、 Basic information of fund raising (I) the actual amount of funds raised and the availability of funds have been approved by the China Securities Regulatory Commission (hereinafter referred to as the “CSRC”) in the reply on Approving the non-public development of shares of Sinotruk Jinan Truck Co.Ltd(000951) Group Jinan truck Co., Ltd. (zjxk [2020] No. 3382), Sinotruk Jinan truck Co., Ltd. privately issued 168111600 RMB common shares (A shares), with an issue price of 29.82 yuan / share, and the total amount of raised funds of 501308791200 yuan. After deducting the sponsor underwriting fees, audit and verification fees related to this offering, the total amount of 1170463359 yuan (excluding value-added tax), The net amount of funds actually raised by the company in this non-public offering is RMB 500138327841. The above raised funds were received on February 5, 2021, verified by Ernst & Young Huaming Certified Public Accountants (special general partnership) and issued the capital verification report of Sinotruk Jinan Truck Co.Ltd(000951) non public Development Bank A shares (Ernst & Young Huaming (2021) Yan Zi No. 61617056j02). (II) use and balance of raised funds
As of December 31, 2021, the use amount and balance of the raised funds are as follows:
Project amount (RMB)
Net proceeds 500138327841
Add: accumulated interest income 4522515816
Cash management income 756712329
Less: handling fee expenditure 473378
In 2021, the net amount of replacement and use of raised investment projects was 275409554952
Including: the net amount of replacement and use of smart Internet connection (new energy) heavy truck project is 135409554952
Repayment of bank loans and supplementary working capital 140000000000
Year end balance of raised funds 23 Tibet Development Co.Ltd(000752) 7656
2、 Deposit and management of raised funds (I) management of raised funds in accordance with the provisions of the company law of the people’s Republic of China, the securities law of the people’s Republic of China and other relevant laws, regulations and normative documents, the fourth extraordinary meeting of the eighth board of directors in 2020 and the fifth extraordinary general meeting in 2020 have revised the management system of raised funds formulated by the company in March 2012, The deposit, use, purpose change, management and supervision of the raised funds shall be further specified.
In order to regulate the management and use of the funds raised by the company’s non-public offering and protect the rights and interests of small and medium-sized investors, the company signed the tripartite supervision agreement on raised funds with the Bank of deposit of the special account for raised funds and the sponsor Huatai United Securities Co., Ltd. in February 2021 in accordance with relevant regulations to manage the deposit and use of raised funds. There is no significant difference between the tripartite supervision agreement and the model tripartite supervision agreement on the raised funds of listed companies on the main board of Shenzhen Stock Exchange. All parties to the agreement have performed relevant responsibilities in accordance with the provisions of the tripartite supervision agreement.
Special report on the deposit and use of raised funds in 2021 (Continued)
2、 Storage and management of raised funds (Continued) (II) storage of raised funds in special account
As of December 31, 2021, the specific deposit of raised funds is as follows:
Deposit method of the amount of the bank account of the special account for raised funds (RMB)
Bank name
Bank Of Communications Co.Ltd(601328) 37189999101 Suzhou Ta&A Ultra Clean Technology Co.Ltd(300390) 70689630852987 current deposit
Shandong Branch
China Industrial And Commercial Bank Of China Limited(601398) Co., Ltd. 1602005029200312795100523790628 current deposit
Company Jinan Branch
China Agricultural Bank Of China Limited(601288) Jinan huai1512610104 Dalian Zeus Entertainment Co.Ltd(002354) 639852884041 current deposit
Yinqu sub branch
Total 23 Tibet Development Co.Ltd(000752) 7656
3、 Actual use of raised funds in this year (I) use of funds for investment projects with raised funds
As of December 31, 2021, the actual use of the raised funds is detailed in the comparison table of the use of the raised funds (attached table 1). (II) changes in the place and mode of implementation of the projects invested with raised funds in 2021, and there was no change in the place and mode of implementation of the projects invested with raised funds. (III) advance investment and replacement of investment projects with raised funds the proposal on using raised funds to replace self raised funds invested in investment projects with raised funds in advance, which was deliberated and adopted at the fourth meeting of the eighth board of directors of the company, agreed that the company would replace self raised funds invested in advance with raised funds, with a total amount of 70110785930 yuan. The board of supervisors, independent directors and recommendation institutions of the company expressed their consent. The above amount was verified and confirmed by Ernst & Young Huaming Certified Public Accountants (special general partnership) and issued the verification report of Sinotruk Jinan Truck Co.Ltd(000951) replacing self raised funds invested in advance with raised funds (Ernst & Young Huaming (2021) ZZ No. 61617056j01). As of December 31, 2021, the replacement of raised funds has been completed. (IV) temporary replenishment of working capital with idle raised funds the company did not use idle raised funds to temporarily replenish working capital in 2021.
Special report on the deposit and use of raised funds in 2021 (Continued)
3、 Actual use of raised funds in this year (Continued) (V) cash management with idle raised funds the company held the 7th Meeting of the 8th board of directors on August 26, 2021, deliberated and adopted the proposal on using some temporarily idle raised funds for cash management. According to the resolutions of the above meeting, the company will use the idle raised funds with an amount of no more than RMB 100000000000 to conduct cash management under the condition of ensuring that the progress of the investment projects invested by the raised funds, the normal production and operation of the company and the safety of funds are not affected, so as to purchase investment products with high investment safety, good liquidity and guaranteed principal, The service life shall not exceed 12 months from the date of deliberation and adoption at the seventh meeting of the eighth board of directors. Within the above quota and period, the funds can be recycled and used on a rolling basis. The board of directors authorizes the chairman to exercise the decision-making power and sign relevant legal documents. The specific matters shall be organized and implemented by the financial department of the company. The independent directors expressed their independent opinions on this matter, and the sponsor Huatai United Securities Co., Ltd. issued verification opinions on this matter. As of December 31, 2021, the company has used the idle raised funds of RMB 100000000000 for cash management and obtained income of RMB 756712329. Details are as follows:
Contract party’s product name term amount (RMB yuan) income
Bank Of Beijing Co.Ltd(601169) euro / US dollar fixed day observation rising type 68 days 100000 China Vanke Co.Ltd(000002) 5150685
Structured deposit
Bank Of Beijing Co.Ltd(601169) EUR / USD fixed day observation falling type 68 days 100000 Shenzhen Zhenye(Group)Co.Ltd(000006) 3342466
Structured deposit
China China Construction Bank Corporation(601939) “Shandong Branch customized” unit settlement 76 days 300 China Vanke Co.Ltd(000002) 34246575
Structured deposit 2021 issue 10
Bank Of Communications Co.Ltd(601328) Yuntong wealth fixed-term structured deposit 100 days 300000 China Vanke Co.Ltd(000002) 71232877
100 days (gold linked bearish)
Bank Of Communications Co.Ltd(601328) Yuntong wealth time structured deposit 90 days 200000 Ping An Bank Co.Ltd(000001) 62739726
90 days (gold linked bearish)
Total 1000000 Shenzhen Quanxinhao Co.Ltd(000007) 56712329
(VI) use of surplus raised funds as of December 31, 2021, the company had no surplus raised funds. (VII) use of over raised funds. There is no use of over raised funds in the raised funds. (VIII) purpose and whereabouts of unused raised funds as of December 31, 2021, the balance of the company’s unused raised funds from this non-public offering was RMB 23 Tibet Development Co.Ltd(000752) 7656, all of which were used for smart netlink (new energy) heavy card projects; Of which:
