About Yunnan Energy Investment Co.Ltd(002053)
Verification report on the use of the previously raised funds (issuing shares to purchase assets)
Zhonghuan zhuanzi (2022) No. 1610033
catalogue
Report on the use of raised funds of Yunnan Energy Investment Co.Ltd(002053) previous use of raised funds (issuing shares to buy 1-2 assets)
About the funds raised by Yunnan Energy Investment Co.Ltd(002053) last time
Assurance report on use (issuing shares to purchase assets)
Zhonghuan zhuanzi (2022) No. 1610033 Yunnan Energy Investment Co.Ltd(002053) all shareholders:
We have accepted the entrustment to carry out the verification of the attached report on the use of the previously raised funds (Revised Version) (hereinafter referred to as the report on the use of the previously raised funds) of Yunnan Energy Investment Co.Ltd(002053) (hereinafter referred to as the report on the use of the previously raised funds) as of December 31, 2021.
In accordance with the provisions on the report on the use of the previously raised funds issued by the China Securities Regulatory Commission, prepare the report on the use of the previously raised funds and ensure that its contents are true, accurate and complete without false records, misleading statements or major omissions, and provide us with true, legal and complete physical evidence, original written materials, copies Oral testimony and other evidence we deem necessary are the responsibility of Yunnan Energy Investment Co.Ltd(002053) board of directors. Our responsibility is to put forward the assurance conclusion on the report on the use of the previously raised funds on the basis of the implementation of the 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, which requires us to abide by the code of professional ethics for Chinese certified public accountants, plan and carry out the verification work, so as to obtain reasonable assurance about whether there is no material misstatement in the report on the use of previously raised funds. In the process of assurance, we have implemented procedures that we consider necessary, such as spot checking accounting records and recalculating the amount of relevant items. We believe that our assurance work provides a reasonable basis for making assurance conclusions.
We believe that the attached report on the use of funds raised by Yunnan Energy Investment Co.Ltd(002053) as of December 31, 2021 has been prepared in accordance with the provisions on the report on the use of funds raised by Yunnan Energy Investment Co.Ltd(002053) as of December 31, 2021, which truthfully reflects the use of funds raised by Yunnan Energy Investment Co.Ltd(002053) as of December 31, 2021 in all major aspects.
This assurance report is only for use when Yunnan Energy Investment Co.Ltd(002053) applies to the China Securities Regulatory Commission for non-public offering of A-Shares to specific objects, and shall not be used for any other purpose. We agree that this assurance report, as a necessary document for Yunnan Energy Investment Co.Ltd(002053) applying for non-public offering of A-Shares to specific objects, shall be submitted to China Securities Regulatory Commission together with other application materials. Zhongshen Zhonghuan Certified Public Accountants (special general partnership) Chinese certified public accountant:
Wei Jun
Chinese certified public accountant:
Yang Fan
Wuhan, China April 7, 2002
Yunnan Energy Investment Co.Ltd(002053)
As of December 31, 2021
Report on the use of the previously raised funds (issuing shares to purchase assets)
(Revised Version)
In accordance with the measures for the administration of securities issuance by listed companies and the provisions on the report on the use of previously raised funds (Zheng Jian FA FA Zi [2007] No. 500) issued by the China Securities Regulatory Commission, Yunnan Energy Investment Co.Ltd(002053) (hereinafter referred to as ” Yunnan Energy Investment Co.Ltd(002053) ” or “the company”) has prepared the report on the use of previously raised funds (issuing shares to purchase assets) as of December 31, 2021 (hereinafter referred to as “the report”), The details are as follows:
1、 Basic information of previously raised funds
With the approval of the reply on approving Yunnan Energy Investment Co.Ltd(002053) to issue shares to Yunnan Energy Investment Co.Ltd(002053) new energy investment and Development Co., Ltd. to purchase assets (zjxk [2019] No. 274) by China Securities Regulatory Commission, Yunnan Energy Investment Co.Ltd(002053) issued 202649230 shares to Yunnan Energy Investment Co.Ltd(002053) new energy investment and Development Co., Ltd. to purchase 100% equity of huizeyun energy investment and Development Co., Ltd 100% equity of malonyun energy investment new energy development Co., Ltd., 100% equity of dayaoyun energy investment new energy development Co., Ltd., and 70% equity of Luxi yunnengtou Wind Power Development Co., Ltd.
According to the appraisal reports zthpbz (2018) No. 120699, 120700, 120701 and 120702 issued by Beijing zhongtonghua Assets Appraisal Co., Ltd., huizeyun energy investment new energy development Co., Ltd., Ma Longyun energy investment new energy development Co., Ltd. and dayaoyun energy investment new energy development Co., Ltd, And Luxi Yunneng investment Wind Power Development Co., Ltd. with 70% equity. The total appraisal value of the underlying assets is 1422330000 yuan. Through friendly negotiation between the two parties, the total value of the assets is 13699088 million yuan, and Yunnan Energy Investment Co.Ltd(002053) issued 202649230 shares as the transaction consideration.
Yunnan Energy Investment Co.Ltd(002053) the previous non-public offering of 202649230 shares only involved the purchase of 100% equity of huizeyun energy investment new energy development Co., Ltd., malonyun energy investment new energy development Co., Ltd., dayaoyun energy investment new energy development Co., Ltd., and Luxi County yunnengtou Wind Power Development Co., Ltd. held by Yunnan Energy Investment Co.Ltd(002053) NEW Energy Investment Development Co., Ltd. in the form of issuing shares, It does not involve the actual inflow of raised funds, and there is no time for the arrival of funds and the deposit of funds in the special account.
2、 Actual use of the previously raised funds
(I) use of funds raised last time
See Annex 1 of this report for the comparison table of the use of the previously raised funds.
The use of the previously raised funds is the issuance of shares to subscribe for assets and the change of ownership of assets.
As of March 5, 2019, all the underlying assets have been changed and registered under the name of Yunnan Energy Investment Co.Ltd(002053) Yunnan Energy Investment Co.Ltd(002053) . In response to the change of ownership, Shanghai jintiancheng law firm issued the legal opinion of Shanghai jintiancheng law firm on the implementation of Yunnan Energy Investment Co.Ltd(002053) issuing shares to purchase assets and related party transactions to verify the registration of the change of ownership of the subject assets; ShineWing Certified Public Accountants (special general partnership) verified the purchase of assets by issuing shares this time and issued “xyzh / 2019kma10092” capital verification report Yunnan Energy Investment Co.Ltd(002053) new energy investment and Development Co., Ltd. paid 100% equity of huizeyun energy investment new energy development Co., Ltd., 100% equity of malonyun energy investment new energy development Co., Ltd., 100% equity of dayaoyun energy investment new energy development Co., Ltd. and 70% equity of Luxi Yunneng investment Wind Power Development Co., Ltd. as subscription consideration.
On March 14, 2019, China Securities Depository and Clearing Corporation Limited Shenzhen Branch accepted the application materials for registration of Yunnan Energy Investment Co.Ltd(002053) non-public offering of new shares, issued the confirmation of acceptance of share registration application, and registered the relevant shares in the register of shareholders of the listed company Yunnan Energy Investment Co.Ltd(002053) the number of new shares in this non-public offering is 202649230 shares (including 202649230 shares of restricted tradable shares), and the number of Yunnan Energy Investment Co.Ltd(002053) shares after the non-public offering is 760978566 shares.
After the transaction is approved and implemented by the CSRC, if the accumulated net profit of the underlying asset by the end of the current period in any accounting year within the performance commitment period from 2018 does not reach the accumulated committed net profit by the end of the current period, Yunnan Energy Investment Co.Ltd(002053) new energy investment and Development Co., Ltd. agrees to compensate for the profit difference, The specific profit difference shall be subject to the data disclosed in the special audit report of that fiscal year. Among them, the cumulative committed net profit by the end of 2018 is the sum of the committed net profits in 2017 and 2018; Cumulative committed net profit by the end of 2019, i.e. the sum of committed net profits in 2017, 2018 and 2019; The cumulative committed net profit by the end of 2020 is the sum of the committed net profits in 2017, 2018, 2019 and 2020; If the transaction is not completed in 2018 but completed in 2019, the commitment period of the underlying asset performance under the transaction will be extended for one year accordingly. The cumulative committed net profit by the end of 2021 is the sum of the committed net profits in 2017, 2018, 2019, 2020 and 2021. If the accumulative realized net profit of the underlying asset in a certain fiscal year as of the end of the current period in the performance commitment period from 2018 is lower than the accumulative committed net profit as of the end of the current period, Yunnan Energy Investment Co.Ltd(002053) new energy investment and Development Co., Ltd. shall give priority to compensating the listed company with the shares of the listed company obtained in this exchange. If the shares are insufficient for compensation, it shall be compensated in cash Yunnan Energy Investment Co.Ltd(002053) new energy investment and Development Co., Ltd. the total amount of performance commitment compensation and asset impairment compensation for the underlying assets shall not exceed the transaction consideration of the assets won the bid in this transaction.
（2） Changes in the actual investment projects of the previously raised funds
The company is issuing shares to purchase the underlying assets, and there is no change in the previous fund-raising project.
（3） External transfer or replacement of investment projects with previously raised funds
The company has no external transfer or replacement of investment projects with raised funds.
（4） Investment projects of temporarily idle raised funds and unused raised funds
The company has no temporarily idle raised funds and unused investment projects of raised funds.
3、 Economic benefits generated by the investment project with the previously raised funds
（1） Comparison of realized benefits of investment projects with previously raised funds
1. See Annex 2 of this report for the comparison table of the benefits achieved by the investment projects with the previously raised funds.
2. Ownership of the underlying assets to the owner’s equity of the parent company
Monetary unit: RMB 10000
Company name May 31, 2018 March 31, 2019 December 31, 2021
(restructuring base date) (delivery month)
Huizeyun energy investment new energy development Co., Ltd
Malonyun energy investment new energy development Co., Ltd
127892.27 141849.22 152862.60
Dayaoyun energy investment new energy development Co., Ltd
Luxi yunnengtou Wind Power Development Co., Ltd
Note: from March 5, 2019 to December 31, 2021, the four wind power companies paid a total of 273138900 yuan to Yunnan Energy Investment Co.Ltd(002053) dividends. （2） Reasons and conditions for the inability to separately calculate the benefits of the investment projects invested with the previously raised funds
The company does not have the situation that the benefits of the investment projects with the previously raised funds cannot be calculated separately.
（3） The difference between the accumulated realized income and the promised accumulated income of the investment project with the previously raised funds
The company does not have the situation that the cumulative realized income of the investment project with raised funds is lower than the promised cumulative income.
4、 Asset operation of the project invested by the previously raised funds
After the company purchased the underlying assets through non-public offering of shares, the wind power industry remained stable. At present, the company’s business operation is stable and shows strong profitability.
5、 Comparison of information disclosure on the actual use of the previously raised funds
The actual use of the raised funds in the previous report on the use of the raised funds is consistent with the relevant contents disclosed in the company’s periodic report and other information disclosure documents, and there is no difference.
enclosure:
1. Comparison table of the use of the previously raised funds
2. Comparison table of realized benefits of investment projects with previously raised funds
Yunnan Energy Investment Co.Ltd(002053) April 7, 2002 Annex 1:
Comparison table of the use of the previously raised funds
Deadline: December 31, 2021
