China International Capital Corporation Limited(601995)
About Youon Technology Co.Ltd(603776)
Special verification report on the deposit and use of raised funds in 2021
China International Capital Corporation Limited(601995) (hereinafter referred to as " China International Capital Corporation Limited(601995) " and "sponsor") as the sponsor of Youon Technology Co.Ltd(603776) (hereinafter referred to as " Youon Technology Co.Ltd(603776) " and "company") for initial public offering of shares, listing on Shanghai Stock Exchange and public issuance of convertible corporate bonds, In accordance with the measures for the administration of securities issuance and listing recommendation business, the guidelines for the supervision of listed companies No. 2 - regulatory requirements for the management and use of raised funds by listed companies, and the guidelines for the self discipline supervision of listed companies on Shanghai Stock Exchange No. 1 - standardized operation, the deposit and use of raised funds in Youon Technology Co.Ltd(603776) 2021 were verified. The specific conditions are as follows: 1 Basic information of raised funds (I) funds raised by initial public offering
With the approval of zjxk [2017] No. 521 document of China Securities Regulatory Commission and the consent of Shanghai Stock Exchange, the company publicly issued 24 million ordinary shares (A shares) to the public by China International Capital Corporation Limited(601995) through the system of Shanghai Stock Exchange on August 7, 2017 by pricing and placing all the shares to investors in the secondary market, with the issue price of RMB 26.85 per share. As of August 11, 2017, the company had raised a total of 644.4 million yuan. After deducting 635164 million yuan of issuance expenses, the net amount raised was 5808836 million yuan. The above net amount of raised funds has been verified by the capital verification report (ztyz (2017) No. 320za0007) issued by Grant Thornton Certified Public Accountants (special general partnership).
As of December 31, 2020, the total amount of raised funds directly invested in the raised projects was 5456401 million yuan, the amount of unused raised funds was 352435 million yuan, and the actual balance of the special account for raised funds was 384285 million yuan. (among them, the amount of raised funds is 352435 million yuan, the accumulated financial management income is 2.4016 million yuan, and the accumulated interest stored in the special account is deducted from the handling fee of 783400 yuan).
In 2021, the use of the company's raised funds was as follows: 289607 million yuan was directly invested in the raised funds, and the net handling fee deducted from the interest income generated by the raised funds in that year was 280300 yuan.
As of December 31, 2021, the accumulated raised funds have been directly invested in the raised projects of 5746008 million yuan, the amount of unused raised funds is 6.2828 million yuan, and the actual balance of the special account for raised funds is 9.7481 million yuan. (among them, the amount of raised funds is 6.2828 million yuan, the accumulated financial management income is 2.4016 million yuan, and the accumulated interest stored in the special account is deducted from the handling fee of 1.0637 million yuan). (II) public issuance of convertible corporate bonds
With the approval of China Securities Regulatory Commission (hereinafter referred to as "CSRC") zjxk [2020] No. 2772 document, the company has publicly issued 8864800 convertible corporate bonds with a face value of 100 yuan each. The total amount of funds raised in this issuance is 886.48 million yuan, and the issuance expenses excluding tax are 164789 million yuan. The net amount of funds actually raised is 870011 million yuan.
The above net amount of raised funds has been verified by the capital verification report (xcyz [2020] No. 216z0027) issued by Rongcheng Certified Public Accountants (special general partnership).
As of December 31, 2020, the total amount of raised funds directly invested in the raised projects was 554366 million yuan, and the amount of unused raised funds was 8145645 million yuan. After deducting the value-added tax paid for the issuance expenses, the actual balance of the special account for raised funds was 8140227 million yuan. (the amount of raised funds is 8138748 million yuan, and the accumulated interest stored in the special account is deducted from the handling fee of 147900 yuan).
In 2021, the use of the company's raised funds was: 261043800 yuan was directly invested in the raised funds projects, 467929 million yuan was invested in advance to replace the self raised funds, 95 million yuan was purchased for financial products, 800 million yuan was redeemed for financial products, and 116184 million yuan of financial income was obtained. The interest income generated from the raised funds in the current year was deducted by 1.347 million yuan of net handling fee.
As of December 31, 2021, the total amount of raised funds directly invested in the raised projects was 3632733 million yuan, and the amount of unused raised funds was 5067278 million yuan. After deducting the value-added tax paid for the issuance expenses and the remaining non redeemed financial products, the actual balance of the special account for raised funds was 3691514 million yuan. The total amount of money management fees is RMB 156081 million, of which the total amount of money management fees is RMB 5.0681 million. 2、 Management of raised funds
(I) funds raised from initial public offering
In order to regulate the management and use of the raised funds and protect the rights and interests of investors, the company shall, in accordance with the measures for the administration of the raised funds of listed companies on the Shanghai Stock Exchange, the company law of the people's Republic of China, the securities law of the people's Republic of China, the measures for the administration of the issuance of securities by listed companies, the stock listing rules of the Shanghai Stock Exchange The management system of Youon Technology Co.Ltd(603776) raised funds (hereinafter referred to as the management system) is formulated in combination with the actual situation of the company. The management system was deliberated and adopted at the 6th meeting of the first board of directors on March 31, 2015 and revised at the 16th meeting of the second board of directors on May 30, 2018.
According to the management system and in combination with the business needs, the company has implemented a special account for the raised funds since August 2017, established a special account for the use of the raised funds in the bank, and signed the management agreement on the special account for the raised funds with the deposit bank and the sponsor to strictly approve the use of the raised funds, so as to ensure the special use of the raised funds. As of December 31, 2021, the company has deposited and used the raised funds in strict accordance with the provisions of the special account management agreement for raised funds. As of December 31, 2021, the storage of raised funds is as follows:
Monetary unit: RMB
Bank name bank account balance
Bank Of China Limited(601988) Xinbei sub branch 471570229548972999705
China Citic Bank Corporation Limited(601998) Changzhou Xinbei sub branch 8110501012 Zhejiang Wellsun Intelligent Technology Co.Ltd(300882) 9022455.21
Agricultural Bank Of China Limited(601288) Changzhou Xinbei sub branch 1061510104023388715689.57
Total 974814183
(II) public issuance of convertible corporate bonds
In order to regulate the management and use of the raised funds in this offering and protect the rights and interests of small and medium-sized investors, in accordance with the guidelines for the supervision of listed companies No. 2 - regulatory requirements for the management and use of the raised funds of listed companies, the measures for the management of the raised funds of Listed Companies in Shanghai Stock Exchange (revised in 2013) and other laws and regulations and the Youon Technology Co.Ltd(603776) raised funds management system, on December 5, 2020, The company and the sponsor China International Capital Corporation Limited(601995) (hereinafter referred to as " China International Capital Corporation Limited(601995) ") and Agricultural Bank Of China Limited(601288) Changzhou Xinbei sub branch (hereinafter referred to as " Agricultural Bank Of China Limited(601288) Changzhou Xinbei sub branch") China Citic Bank Corporation Limited(601998) Changzhou Branch (hereinafter referred to as " China Citic Bank Corporation Limited(601998) Changzhou branch") and Bank Of China Limited(601988) Changzhou Xinbei sub branch (hereinafter referred to as " Bank Of China Limited(601988) Changzhou Xinbei sub branch") signed the tripartite supervision agreement on the storage of special account for raised funds (hereinafter referred to as "tripartite agreement").
There is no significant difference between the content of the tripartite agreement and the tripartite supervision agreement (model) on the special account for the storage of raised funds formulated by Shanghai Stock Exchange, and there is no problem in the performance of the tripartite supervision agreement.
As of December 31, 2021, the storage of raised funds is as follows:
Monetary unit: RMB
Bank name bank account balance
Agricultural Bank Of China Limited(601288) Changzhou Xinbei sub branch 1061510104024139317149611861
China Citic Bank Corporation Limited(601998) Changzhou Branch 81105010120016639161262821434
Bank Of China Limited(601988) Changzhou Xinbei sub branch 55474856888517142705047
Total 36915138342
3、 Actual use of raised funds in 2021 (I) use of raised funds
As of December 31, 2021, the raised funds actually invested by the company in related projects totaled 944067100 yuan. See attached table 1: comparison table of the use of raised funds for specific use. (II) early investment and replacement of raised investment projects
The company invested RMB 4672 in the smart car replacement project in advance as of November 2021, with the capital invested by the company in the smart car replacement project as of November 20230.
(III) temporary replenishment of working capital with idle raised funds
During the reporting period, the company did not temporarily supplement working capital with idle raised funds. (IV) cash management with idle raised funds and investment in related products
On January 5, 2021, the 10th meeting of the third board of directors of the company deliberated and approved the proposal on the company's use of some idle raised funds for cash management, which agreed that the company would use the idle raised funds of public issuance of A-share convertible corporate bonds with an amount of no more than 450 million yuan for cash management on the premise of ensuring the normal implementation of the investment projects of the raised funds and the safety of the raised funds, The investment period shall not exceed 12 months from the date of deliberation and approval by the board of directors of the company. Within the above-mentioned time limit and quota, the funds can be used on a rolling basis, and the chairman of the company is authorized to be responsible for the implementation.
The proposal on cash management of idle raised funds and self owned funds agrees that the company will use the idle raised funds of public issuance of A-share convertible corporate bonds with an amount of no more than 400 million yuan and self owned funds with an amount of no more than 400 million yuan to carry out cash management in a timely manner without affecting the construction and use of raised funds and the safety of raised funds and self owned funds, The investment period is within 12 months from the date of deliberation and approval by the board of directors of the company. The capital within the amount can be used on a rolling basis, and the chairman of the company is authorized to be responsible for the implementation. (V) use of surplus raised funds
During the reporting period, the company did not raise surplus funds. (VI) other uses of raised funds
During the reporting period, the company has no other use of the raised funds. 4、 Changes in the use of funds for investment projects with raised funds (I) no changes in the company's investment projects with raised funds. (II) there is no external transfer or replacement of the company's investment projects with raised funds. 5、 Problems in the use and disclosure of raised funds
The company uses the raised funds in accordance with the provisions and requirements of relevant laws, regulations and normative documents, and timely discloses the use of the raised funds. There are no violations in the use and management of the raised funds. 6、 Review opinions of the recommendation institution
After verification, the sponsor believes that the deposit and use of raised funds in Youon Technology Co.Ltd(603776) 2021 comply with the stock listing rules of Shanghai Stock Exchange, the guidelines for the supervision of listed companies No. 2 - regulatory requirements for the management and use of raised funds of listed companies, and the guidelines for the self discipline supervision of listed companies on Shanghai Stock Exchange No. 1 - standardized operation, There is no illegal use of the raised funds.
Attached table I: comparison of the use of raised funds
Comparison table of use of raised funds in 2021
