Assurance report on the special report on the deposit and use of raised funds in 0026 Zoje Resources Investment Co.Ltd(002021)
KPMG Huazhen zhuanzi No. 2200490 Lingyi Itech (Guangdong) Company(002600) board of directors:
We are entrusted to carry out reasonable assurance on the attached special report on the deposit and use of raised funds of Lingyi Itech (Guangdong) Company(002600) (hereinafter referred to as the "special report") in 2021 (hereinafter referred to as the "special report"), Whether the special report is 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 (revised in 2022) (CSRC bulletin [2022] No. 15) issued by China Securities Regulatory Commission (hereinafter referred to as "CSRC") and the regulations issued by Shenzhen Stock Exchange in all major aspects The preparation of self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 1 - standardized operation of listed companies on the main board (SZS [2022] No. 13) and relevant format guidelines, and whether it truthfully reflects the deposit and use of your company's raised funds in 2021 in all major aspects.
1、 Responsibility of enterprises for special reports
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 (revised in 2022) (CSRC announcement [2022] No. 15) issued by the CSRC and 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 (SZS [2022] No. 13) issued by the Shenzhen Stock Exchange It is the responsibility of the board of directors of your company to prepare the special report in accordance with the requirements of relevant format guidelines. This responsibility includes designing, implementing and maintaining the internal control related to the preparation of the special report, and ensuring that the contents of the special report are true, accurate and complete without false records, misleading statements or major omissions.
Assurance report on the special report on the deposit and use of raised funds in 0026 Zoje Resources Investment Co.Ltd(002021) (Continued)
KPMG Huazhen zhuanzi No. 2200490 II. Responsibilities of Certified Public Accountants
Our responsibility is to express assurance opinions on the special report based on the implementation of assurance work. We have carried out the assurance work 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 abide by the code of professional ethics for Chinese certified public accountants, plan and implement assurance work, so as to obtain reasonable assurance whether there is no material misstatement in the special report.
The assurance work involves the implementation of relevant procedures, To obtain and whether the special report is in accordance with the regulatory guidelines for listed companies No. 2 - regulatory requirements for the management and use of raised funds of listed companies (revised in 2022) (CSRC announcement [2022] No. 15) issued by the CSRC and the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 1 - standardized operation of listed companies on the main board (SZS [2022] No. 13) issued by the Shenzhen Stock Exchange Whether the preparation and use of the company's major assurance guidelines truthfully reflect the relevant requirements of the company in 2021. The procedures selected depend on our judgment, including the assessment of the risk of material misstatement in special reports due to fraud or misstatement. In the process of carrying out the assurance work, we have implemented inquiry, checked the evidence supporting the amount and disclosure of the special report on the basis of random inspection, and other procedures we think necessary.
We believe that the evidence we have obtained is sufficient and appropriate, which provides a basis for issuing assurance opinions.
3、 Assurance opinion
We think, In all major aspects, the above special report of your company is in accordance with the regulatory guidelines for listed companies No. 2 - regulatory requirements for the management and use of raised funds by listed companies (revised in 2022) issued by the CSRC (CSRC announcement [2022] No. 15) and the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 1 - standardized operation of listed companies on the main board (SZS [2022] No. 13) issued by Shenzhen Stock Exchange And relevant format guidelines, and truthfully reflect the deposit and use of the raised funds of your company in 2021 in all major aspects.
Assurance report on the special report on the deposit and use of raised funds in 0026 Zoje Resources Investment Co.Ltd(002021) (Continued)
KPMG Huazhen zhuanzi No. 2200490 IV. purpose of use
This report is only for the purpose of your company's disclosure of the 2021 annual report, and shall not be used for any other purpose without the written consent of the exchange.
KPMG Huazhen Certified Public Accountants (special general partnership) Chinese certified public accountant
Li Jia Chen
Zhang Jinhui, Beijing, China
Lingyi Itech (Guangdong) Company(002600)
Special report on the deposit and use of raised funds in 2021
1、 Basic information of raised funds
With the approval of the reply on approving Lingyi Itech (Guangdong) Company(002600) non-public Development Bank shares (zjxk [2019] No. 2574) issued by China Securities Regulatory Commission and the consent of Shenzhen Stock Exchange, Lingyi Itech (Guangdong) Company(002600) (hereinafter referred to as " Lingyi Itech (Guangdong) Company(002600) " or "the company") is jointly underwritten by Guosen Securities Co.Ltd(002736) Huatai United Securities Co., Ltd. and China International Capital Corporation Limited(601995) issued 322234156 RMB ordinary shares (A shares) at a price of 9.31 yuan per share to specific investors who meet the relevant requirements of the CSRC. As of June 9, 2020, the company has raised a total of 29999999236 yuan, deducting the issuance fee of 2759916725 yuan, and the net amount of raised funds is 297240082511 yuan. All the funds raised by the above issuance of the company have been in place, which has been verified and confirmed by Dahua Certified Public Accountants (special general partnership) with the capital verification report of "Dahua Yan Zi [2020] No. 000264".
As of December 31, 2021, the company has invested 117585964666 yuan in the raised fund projects, of which: the company invested 20812210000 yuan in the raised fund projects with its own funds before the raised funds are in place, which has been verified and confirmed by Dahua Certified Public Accountants (special general partnership) with the assurance report "dahuahe Zi [2020] No. 006645" and completed the fund replacement; Supplement working capital of 86243781510 yuan; The company used the raised funds of RMB 6685390378 from June 9, 2020 to December 31, 2020 and RMB 3844582778 from January 1, 2021 to December 31, 2021.
As of December 31, 2021, the balance of the special account for raised funds was 21719339080 yuan, and the difference between the due balance of raised funds and the balance of raised funds was 157934778765 yuan, including 159000000000 yuan of idle raised funds used to temporarily supplement working funds and 1065221235 yuan of net interest income during the deposit period of raised funds.
2、 Management of raised funds
In order to standardize the management and use of raised funds and protect the rights and interests of investors, the company has formulated the management system for the special storage and use of Lingyi Itech (Guangdong) Company(002600) A-share raised funds (revised in August 2021) (hereinafter referred to as the "management system") in accordance with the laws and regulations of the people's Republic of China and in combination with the actual situation of the company.
In accordance with the requirements of the management system and in combination with the business needs of the company, the company implements a special account storage system for the raised funds, so as to supervise the use of the raised funds; Strictly perform the approval procedures for the use of funds for the investment expenses of the projects with raised funds. The internal audit department of the company shall conduct daily supervision on the use of raised funds, regularly inspect the use of raised funds on a quarterly basis, and report the inspection to the audit committee.
On July 26, 2016, the company passed the proposal on Revising the management system for the special storage and use of raised funds at the 32nd meeting of the third board of directors, and on March 27, 2018, the proposal on Revising the management system for the special storage and use of raised funds at the second meeting of the Fourth Board of directors, On May 20, 2021, the third meeting of the Fifth Board of directors deliberated and approved the proposal on Revising the management system for the special storage and use of raised funds, and on August 26, 2021, the tenth meeting of the Fifth Board of directors deliberated and approved the proposal on Revising the management system for the special storage and use of raised funds of a shares.
(I) raised funds
According to the requirements of the management system and in combination with the business needs of the company, the company has opened special fund-raising accounts in Huanshi sub branch of Jiangmen Rural Commercial Bank Co., Ltd., Industrial Bank Co.Ltd(601166) Shenzhen Bagualing sub branch, Industrial Bank Co.Ltd(601166) Shenzhen Heping sub branch, Bank Of China Limited(601988) Shenzhen Bantian sub branch, Industrial And Commercial Bank Of China Limited(601398) Shenzhen Fuyong sub branch, China Merchants Bank Co.Ltd(600036) Shenzhen Tian'an Yungu sub branch and Shenzhen Branch of China Development Bank, And signed the tripartite supervision agreement on raised funds with the sponsor Guosen Securities Co.Ltd(002736) and the above-mentioned banks; The company, Lingyi Technology (Shenzhen) Co., Ltd. and the sponsor Guosen Securities Co.Ltd(002736) signed the four party supervision agreement on raised funds with Bank Of China Limited(601988) Shenzhen Buji sub branch and Industrial And Commercial Bank Of China Limited(601398) Shenzhen Fuyong sub branch respectively; The company, Lingyi Technology (Shenzhen) Co., Ltd., Dongguan Lingjie metal precision manufacturing technology Co., Ltd., Dongguan Lingyi Precision Manufacturing Technology Co., Ltd., lingshengcheng Technology (Jiangsu) Co., Ltd. and the sponsor Guosen Securities Co.Ltd(002736) signed the five party supervision agreement for raised funds with China Construction Bank Corporation(601939) Dongguan Huangjiang sub branch and Bank Of China Limited(601988) Dongtai sub branch (collectively referred to as the "supervision agreement"). There is no significant difference between the above regulatory agreement and the model tripartite regulatory agreement formulated by Shenzhen Stock Exchange, and there is no problem in the performance of the regulatory agreement.
According to the above management system and supervision agreement, the company implements strict approval procedures for the use of raised funds to ensure that the special funds are used for special purposes; The authorized sponsor representative can inquire the information of the special account for raised funds at the bank that opens the special account for raised funds at any time, and require the sponsor representative to conduct on-site investigation on the management and use of raised funds at least once every half a year.
According to the recommendation agreement signed between the company and Guosen Securities Co.Ltd(002736) the company, if the company withdraws more than 10 million yuan from the deposit account of raised funds in a single time or 5% of the net raised funds within 12 months, the company shall notify the recommendation representative in writing.
As of December 31, 2021, the storage of raised funds is listed as follows:
Monetary unit: RMB
Bank name account number initial deposit amount deadline balance storage method Jiangmen Rural Commercial Bank Co., Ltd. 8002 Ping An Bank Co.Ltd(000001) 4590517370999992413661112 current company Huanshi sub branch
Industrial Bank Co.Ltd(601166) Shenzhen 337050100100354610166000 Shenzhen Fountain Corporation(000005) 4430200 current Bagualing sub branch
Industrial Bank Co.Ltd(601166) Shenzhen 33807001 Shenzhen Wote Advanced Materials Co.Ltd(002886) 61200000 Shenzhen Zhenye(Group)Co.Ltd(000006) 5193589 current Heping sub branch
Bank Of China Limited(601988) Shenzhen 764073277627800000 Ping An Bank Co.Ltd(000001) 99414836 current Bantian sub branch
Industrial And Commercial Bank Of China Limited(601398) 400 Beijing Oriental Yuhong Waterproof Technology Co.Ltd(002271) 9201883513544000 Ping An Bank Co.Ltd(000001) 77022216 current Shenzhen Fuyong sub branch
China Merchants Bank Co.Ltd(600036) Shenzhen 75790137107024000000 China International Marine Containers (Group) Co.Ltd(000039) 867595 current Tian'an Yungu sub branch
China Development Bank Shenzhen
