China Securities Co.Ltd(601066)
About Zhejiang Yinlun Machinery Co.Ltd(002126)
Verification opinions on the extension of investment projects with raised funds
China Securities Co.Ltd(601066) (hereinafter referred to as ” China Securities Co.Ltd(601066) securities” or “recommendation institution”) as a recommendation institution for Zhejiang Yinlun Machinery Co.Ltd(002126) (hereinafter referred to as ” Zhejiang Yinlun Machinery Co.Ltd(002126) ” or “company”) to publicly issue convertible corporate bonds, In accordance with the measures for the administration of securities issuance and listing recommendation business, the stock listing rules of Shenzhen Stock Exchange, the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 1 – standardized operation of listed companies on the main board, the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 13 – recommendation business and other relevant provisions, the matters related to the extension of Zhejiang Yinlun Machinery Co.Ltd(002126) raised funds investment projects have been carefully verified, The details are as follows:
1、 Basic information of raised funds
Zhejiang Yinlun Machinery Co.Ltd(002126) public issuance of convertible corporate bonds was approved by China Securities Regulatory Commission on March 5, 2021. The company launched a public offering on June 7, 2021, issuing a total of 7000000 convertible corporate bonds. The total amount of funds raised is RMB 70000000. After deducting the issuance expenses of RMB 1134755865 (excluding tax), the net amount of funds actually raised is RMB 68865244135 (excluding tax). The above capital availability has been verified by Lixin Certified Public Accountants (special general partnership) and issued the capital verification report on the paid in capital of Zhejiang Yinlun Machinery Co.Ltd(002126) public issuance of convertible corporate bonds (xksbz (2021) No. zf10761).
2、 Project investment
1. Investment projects and use plans of raised funds
According to the relevant proposals deliberated and adopted at the second extraordinary general meeting of the company in 2020 and the second meeting of the eighth board of directors, the use plan of the funds raised by the public issuance of convertible corporate bonds is as follows:
Unit: RMB 10000
Project name total investment of the project subject raised funds
Investment amount
New energy passenger vehicle heat pump air conditioning system project Shanghai yinlun 385 Digital China Group Co.Ltd(000034) 00000
New energy commercial vehicle thermal management system project Zhejiang Yinlun Machinery Co.Ltd(002126) 25370. Shenzhen Comix Group Co.Ltd(002301) 000
Supplementary working capital Zhejiang Yinlun Machinery Co.Ltd(002126) 12990.00
Total – 7686 Jiangnan Mould & Plastic Technology Co.Ltd(000700) 0000
Among them, “new energy passenger vehicle heat pump air conditioning system project” is implemented in Shanghai yinlun heat exchange system Co., Ltd. (hereinafter referred to as “Shanghai yinlun”), a wholly-owned subsidiary of the company.
On July 23, 2021, the 12th meeting of the eighth board of directors of the company considered and approved the proposal on increasing the implementation location and implementation subject of the public offering of convertible bonds raised investment project (new energy passenger vehicle heat pump air conditioning system project), and agreed to increase the implementation location and implementation subject of the new energy passenger vehicle heat pump air conditioning system project in Tiantai County, Zhejiang Province, Zhejiang yinlun new energy heat management system Co., Ltd.
2. Use of raised funds
As of December 31, 2021, the progress of the company’s investment projects with raised funds is as follows:
By the end of 2021, the accumulated investment amount by the end of 2021 (10000 yuan) the actual use amount (10000 yuan) and the investment progress (%)
New energy passenger vehicle heat pump air conditioning system project 3287000412632 12.55%
New energy commercial vehicle thermal management 2300524103337 4.49% system project
3、 Details of the project extension
The company plans to adjust the completion date of the above projects as follows:
Planned completion date of projects invested by raised funds completion date after this adjustment
New energy passenger vehicle heat pump air conditioning system project June 2022 December 2023
New energy commercial vehicle thermal management system project June 2022 June 2024
4、 Reasons for project delay
New energy passenger vehicle heat pump air conditioning system project: according to the obtained orders and the mass production plan of potential projects, in order to ensure that the capacity construction matches the mass production cycle, the investment period of the project is extended.
New energy commercial vehicle thermal management system project: because the commercial vehicle and non road new energy market is still in the early stage, the current market penetration is only about 3%. At present, hydrogen fuel, pure electricity and hybrid routes are all in the development stage, and market industrialization still needs some time. In order to ensure that the capacity construction matches the mass production cycle, the investment period of the project is extended according to the prediction of the actual demand of the market and customers.
5、 Impact of this adjustment on the company’s operation
The company’s adjustment to the extension of construction projects is based on the principle of safe and effective use of raised funds to avoid the waste of resources caused by premature investment of funds, which is conducive to the overall operation of the company. The adjustment of the investment progress of the project with raised funds and the postponement of production are reasonable arrangements made by the company based on the judgment of the changes in the market situation and objective conditions of the project with raised funds, so as to give full play to the higher benefits of the raised funds. The extension of the raised investment project does not belong to the substantive change of the investment project of the raised funds, does not change the investment direction of the raised funds, meets the actual needs of the company’s long-term development, and there is no change of the investment project of the raised funds and damage to the interests of shareholders.
6、 Company review procedure
The 21st Meeting of the 8th board of directors and the 17th meeting of the 8th board of supervisors considered and approved the proposal on the extension of investment projects with raised funds, and agreed to extend the investment period of the company’s new energy passenger vehicle heat pump air conditioning system project and new energy commercial vehicle heat management system project.
All independent directors of the company have expressed their independent opinions on the above matters.
7、 Relevant independent opinions of independent directors of the company
After review, the independent directors of the company believe that the investment project of raised funds postponed this time is the investment project raised by the company’s public issuance of convertible corporate bonds in 2021, which is a reasonable arrangement made by the company to judge the changes of the market situation and objective conditions of the investment project, which is conducive to improving the use efficiency of raised funds. This matter does not belong to the substantive change of the investment project of the raised funds, does not change the investment direction of the raised funds, and does not damage the interests of the company and shareholders. It complies with the relevant laws and regulations of the CSRC and Shenzhen Stock Exchange on the use of the raised funds of listed companies and the relevant provisions of the articles of association, We agree to postpone the company’s new energy passenger vehicle heat pump air conditioning system project and new energy commercial vehicle heat management system project.
8、 Review opinions of the board of supervisors of the company
After review, the board of supervisors believes that the postponement of the company’s raised investment project is a prudent decision made according to the actual situation of the raised investment project, does not involve the change of the implementation subject, investment purpose and scale of the raised investment project, does not belong to the substantive change of the raised investment project, and there is no change or disguised change of the investment direction of the raised funds and damage to the interests of the company’s shareholders, which is in line with the requirements of the CSRC Relevant provisions of Shenzhen Stock Exchange on the management of raised funds. Therefore, it is agreed to postpone the new energy passenger vehicle heat pump air conditioning system project and the new energy commercial vehicle heat management system project. 9、 Verification opinions of the recommendation institution
After verification, the recommendation institution believes that:
Zhejiang Yinlun Machinery Co.Ltd(002126) the postponement of the investment project of convertible bond raised funds was reviewed and approved by the board of directors and the board of supervisors of the company. The independent directors expressed their independent opinions and fulfilled the necessary review procedures, which was in line with the relevant provisions of the stock listing rules of Shenzhen Stock Exchange, the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 1 – standardized operation of listed companies on the main board and the articles of association. The postponement of the raised investment project of the company is a prudent decision made according to the actual investment situation of the raised investment project, which does not involve the change of the implementation subject, investment purpose and scale of the raised investment project, does not belong to the substantive change of the raised investment project, and there is no change or disguised change of the investment direction of the raised funds and damage to the interests of the shareholders of the company
In conclusion, the recommendation institution has no objection to the extension of the above-mentioned investment projects with raised funds.
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(there is no text on this page, which is the signature and seal page of China Securities Co.Ltd(601066) verification opinions on the extension of Zhejiang Yinlun Machinery Co.Ltd(002126) raised capital investment project) signature of the sponsor representative:
Huang Jianfei, Liu Xinhao
China Securities Co.Ltd(601066) April 12, 2022
