Zhejiang Yinlun Machinery Co.Ltd(002126) 2021 verification report of special report on deposit and use of raised funds
About Zhejiang Yinlun Machinery Co.Ltd(002126)
The assurance report of the special report on the deposit and use of raised funds in 2021, xksbz [2022] No. zf1034 Zhejiang Yinlun Machinery Co.Ltd(002126) all shareholders:
We have accepted the entrustment to carry out reasonable assurance on the attached special report on the deposit and use of raised funds of Zhejiang Yinlun Machinery Co.Ltd(002126) (hereinafter referred to as "the company") in 2021 (hereinafter referred to as "the special report on raised funds").
1、 Responsibilities of the board of directors
The responsibility of the board of directors of your company is to comply 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) of China Securities Regulatory Commission Prepare a special report on raised funds in accordance with the relevant provisions of the guidelines for self-regulation and supervision of listed companies of Shenzhen Stock Exchange No. 1 - standardized operation of listed companies on the main board and the guidelines for self-regulation and supervision of listed companies of Shenzhen Stock Exchange No. 2 - announcement format. This responsibility includes designing, implementing and maintaining the internal control related to the preparation of the special report on raised funds to ensure that the special report on raised funds is true, accurate and complete without false records, misleading statements or major omissions.
2、 Responsibilities of Certified Public Accountants
Our responsibility is to publish the assurance conclusion of the special report on raised funds on the basis of the implementation of the assurance work.
3、 Job overview
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 standards require us to abide by the code of professional ethics, plan and implement the assurance work, so as to determine whether the special report on raised funds 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) of China Securities Regulatory Commission in all major aspects The preparation of the relevant provisions of the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 1 - standardized operation of listed companies on the main board and the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 2 - announcement format truthfully reflect the deposit and use of your company's raised funds in 2021 in all major aspects and obtain reasonable assurance. In the process of carrying out the assurance work, we have implemented the procedures we consider necessary, including inquiry, inspection of accounting records and so on. We believe that our assurance work provides a reasonable basis for issuing assurance conclusions.
4、 Assurance conclusion
We believe that your company's special report on the deposit and use of raised funds in 2021 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) (CSRC announcement [2022] No. 15) of China Securities Regulatory Commission in all major aspects The preparation of the relevant provisions of the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 1 - standardized operation of listed companies on the main board and the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 2 - announcement format truthfully reflects the deposit and use of the raised funds of your company in 2021.
5、 Report usage restrictions
This report is only for the purpose of disclosing the 2021 annual report of your company, and shall not be used for any other purpose.
China certified public accountant of Lixin certified public accountants: Shen Ligang
(special general partnership)
Chinese certified public accountant: Liu Yuanyuan
Chinese certified public accountant: Chen Yujia
Shanghai, China April 12, 2002
Special report on the deposit and use of raised funds in 2021
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 (revised in 2022) (CSRC announcement [2022] No. 15) According to the relevant provisions of the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 1 - standardized operation of listed companies on the main board and the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 2 - announcement format, the company makes the following special report on the deposit and use of raised funds in 2021:
1、 Basic information of raised funds (I) funds raised by non-public offering in 2017
1. Actual amount of raised funds and availability of funds
Approved by the "reply on Approving the non-public offering of shares by Zhejiang Yinlun Machinery Co., Ltd." of the China Securities Regulatory Commission zjxk [2017] No. 63 document, the lead underwriter Guotai Junan Securities Co.Ltd(601211) Securities Co., Ltd. issued 8 Shenwan Hongyuan Group Co.Ltd(000166) 4 RMB ordinary shares (A shares) by means of non-public offering. The issue price per share is 9.01 yuan, and the total raised funds are 72081499264 yuan. After deducting the issue expenses of 1403270742 yuan, the actual net raised funds are 70678228522 yuan.
The above funds have been verified by Lixin Certified Public Accountants (special general partnership) and issued a capital verification report (xksbz [2017] No. zf10636).
2. Amount used in previous years, amount used in current year and current balance
The used amount of the company in previous years was 3 Shanghai Join Buy Co.Ltd(600838) 2155 yuan, the used amount in this year was 13584097719 yuan, and the remaining amount as of December 31, 2021 was 1625676141 yuan.
The use of the raised funds of the company in 2021 is as follows: unit: Yuan
project
As of December 31, 2020, the balance of the special account for raised funds was 3638087921 minus: the investment of raised investment projects in 2021 was 13584097719 plus: the deposit interest income in 2021 minus the payment service fee was 31149920 plus: the amount of idle raised funds to purchase financial products decreased 12000000000 plus: financial income of 2021754150470 minus: surplus raised funds from the completion of raised investment projects to supplement working capital 1213614451 the balance of special account for raised funds on December 31, 202116256761 forty-one
Note: as of December 31, 2021, the amount of temporarily idle raised funds for cash management is RMB 232.5 million.
(II) funds raised by public issuance of convertible corporate bonds in 2021
1. Actual amount of raised funds and availability of funds
With the approval of the "reply on Approving the public issuance of convertible corporate bonds by Zhejiang Yinlun Machinery Co., Ltd." [2021] No. 672 document of China Securities Regulatory Commission, the lead underwriter China Securities Co.Ltd(601066) Securities Co., Ltd. issued 7 million convertible corporate bonds by public offering, with a face value of 100 yuan each, an issue price of 100 yuan each and a term of 6 years, Total funds raised RMB
700 million yuan, after deducting the issuance fee of 1134755865 yuan, the net amount of the actually raised funds is 68865244135 yuan.
The above funds have been verified by Lixin Certified Public Accountants (special general partnership) and issued a capital verification report (xksbz [2021] No. zf10761).
2. Amount used in previous years, amount used in current year and current balance
The raised investment project has no use amount in previous years. The use amount of this year is 15892165889 yuan, and the remaining amount as of December 31, 2021 is 1388833760 yuan.
The use of the raised funds of the company in 2021 is as follows: unit: Yuan
project
As of December 31, 2020, the balance of the special account for raised funds is 0.00 plus: the net amount of raised funds actually received in the current period is 68865244135 minus: the investment in projects invested with raised funds in 2021 is 15892165889 minus: the replacement of self raised funds invested in projects invested with raised funds in advance 2257516800 plus: 2021 deposit interest income deducting 71402182 payment fee minus: 50149000000 for purchasing financial management with idle raised funds plus: 2021 financial management income 750870132 balance of special account for raised funds on December 31, 2021 13,888337. sixty
Note: as of December 31, 2021, the amount of temporarily idle raised funds for cash management is 501.49 million yuan.
2、 Deposit and management of raised funds (I) funds raised by non-public offering in 2017
1. Management of raised funds
The company has formulated the management system for the use of raised funds in accordance with the company law of the people's Republic of China, the securities law of the people's Republic of China, the notice on Further Strengthening the management of publicly raised funds of joint stock limited companies issued by China Securities Regulatory Commission and the relevant provisions of Shenzhen Stock Exchange, and implemented special account storage management for the raised funds. According to the company's management system for the use of raised funds, all investment expenditures of raised funds must go through the examination and approval procedures for the use of funds in strict accordance with the company's fund management system within the scope of the raised funds use plan or the company's budget, and the Department responsible for the raised funds projects of the company shall carry out the examination and approval procedures according to the raised funds
The specific implementation schedule of the capital investment project shall be prepared within the scope authorized by the board of directors, signed by the competent manager and then submitted to the finance department. After being reviewed by the finance department, the payment shall be made after being signed by the project leader, financial leader and general manager level by level; Those beyond the scope authorized by the board of directors shall be reported to the general meeting of shareholders for approval. The financial department shall regularly inspect the use of the raised funds. The Audit Department of the company shall carry out daily supervision on the use of the raised funds and report the inspection to the audit committee of the board of directors.
2. Storage of raised funds in special account
The company opened special fund-raising accounts (hereinafter referred to as "special accounts") in Bank Of China Limited(601988) Tiantai County sub branch, Industrial And Commercial Bank Of China Limited(601398) Tiantai County sub branch, China Merchants Bank Co.Ltd(600036) Sanmen County sub branch and China Construction Bank Corporation(601939) Tiantai sub branch, and its subsidiary Shanghai yinlun heat exchange system Co., Ltd. (hereinafter referred to as "Shanghai yinlun") in Bank Of Communications Co.Ltd(601328) Shanghai Fengxian
