China Securities Co.Ltd(601066)
About Zhejiang Yinlun Machinery Co.Ltd(002126)
Special verification report on the deposit and use of raised funds in 2021
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, According to 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 (revised in 2022), the stock listing rules of Shenzhen Stock Exchange, the guidelines for the self regulatory supervision of listed companies of Shenzhen Stock Exchange No. 1 – standardized operation of listed companies on the main board, and the guidelines for the self regulatory supervision of listed companies of Shenzhen Stock Exchange No. 13 – recommendation business The following items related to the prudent use of the raised funds are checked:
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 the approval of Zhejiang Yinlun Machinery Co.Ltd(002126) non-public offering of shares” of China Securities Regulatory Commission (CSRC) (zjxk [2017] No. 63), the lead underwriter Guotai Junan Securities Co.Ltd(601211) 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 2021 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 2021 was 13584097719 yuan, and the remaining amount as of December 31, 2021 was 1625676141 yuan.
The use of the company’s raised funds in 2021 is as follows:
Project amount (RMB)
As of December 31, 2020, the balance of the special account for raised funds was 3638087921
Less: investment of raised investment projects in 202113584097719
Plus: deposit interest income in 2021 deducting payment service charge of 31149920
Plus: the amount of idle raised funds to purchase financial products decreased by 12000000000
Plus: 2021 financial income 754150470
Less: surplus raised funds from completion of projects invested with raised funds supplement working capital 1213614451
As of December 31, 2021, the balance of the special account for raised funds was 1625676141
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
Approved by the “reply on approval of Zhejiang Yinlun Machinery Co.Ltd(002126) public issuance of convertible corporate bonds” of CSRC zjxk [2021] No. 672 document, the lead underwriter China Securities Co.Ltd(601066) issued 7 million convertible corporate bonds by public issuance, with a face value of 100 yuan each, an issue price of 100 yuan each and a term of 6 years. After deducting the issuance expenses of 1134755865 yuan, the total funds raised were 700 million yuan, The net amount of funds actually raised was 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 2021 and current balance
The raised investment project has no use amount in previous years. The use amount in 2021 is 15892165889 yuan, and the remaining amount as of December 31, 2021 is 1388833760 yuan.
The use of the company’s raised funds in 2021 is as follows:
Project amount (RMB)
As of December 31, 2020, the balance of the special account for raised funds was 0.00
Plus: the net amount of raised funds actually received in the current period is 68865244135
Less: investment of raised investment projects in 2021: 15892165889
Less: replacement of self raised fund 2257516800 invested in investment projects with raised funds in advance
Plus: deposit interest income in 2021 deducting payment service charge 71402182
Less: purchase of financial management with idle raised funds 50149000000
Plus: 2021 financial income 750870132
As of December 31, 2021, the balance of the special account for raised funds was 1388833760
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 spirit of 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, the expenditure of all investment projects of raised funds must be approved in strict accordance with the company’s fund management system within the scope of the use plan of raised funds or the company’s budget. The Department responsible for the project of raised funds shall prepare a plan according to the specific implementation progress of the investment projects of raised funds, which shall be within the scope authorized by the board of directors, After being signed by the manager in charge, it shall be reported to the finance department. After being reviewed by the finance department, it shall be paid 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 use of the raised funds shall be subject to the daily supervision of the Audit Department of the company, and the inspection shall be reported to the audit committee of the board of directors.
2. Storage of raised funds in special account
The company opened special accounts for raising funds (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”) opened five special accounts for raising funds in Bank Of Communications Co.Ltd(601328) Shanghai Fengxian sub branch. These nine special accounts are only used for the storage and use of the funds raised by the company’s raised investment projects, and shall not be used for other purposes. The company has signed the tripartite supervision agreement on raised funds with the sponsor Guotai Junan Securities Co.Ltd(601211) , 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, China Construction Bank Corporation(601939) Tiantai County sub branch. The company, its subsidiary Shanghai yinlun, the sponsor Guotai Junan Securities Co.Ltd(601211) and Bank Of Communications Co.Ltd(601328) Shanghai Fengxian sub branch signed the four party supervision agreement on raised funds. According to the needs of the company’s proposed public offering of A-share convertible corporate bonds and the relevant provisions of the measures for the administration of securities issuance and listing recommendation business, the company has signed the recommendation agreement with China Securities Co.Ltd(601066) and terminated the recommendation agreement for non-public offering of shares with Guotai Junan Securities Co.Ltd(601211) in 2017. As part of the raised funds of the company have not been used up, Guotai Junan Securities Co.Ltd(601211) has not completed the continuous supervision work that China Securities Co.Ltd(601066) has not completed. The company, its subsidiaries Shanghai yinlun and China Securities Co.Ltd(601066) Shanghai Fengxian sub branch signed the tripartite supervision agreement on raised funds with Industrial And Commercial Bank Of China Limited(601398) Tiantai sub branch, Bank Of China Limited(601988) Tiantai County sub branch, China Construction Bank Corporation(601939) Tiantai sub branch and Bank Of Communications Co.Ltd(601328) Shanghai Fengxian sub branch on October 12, 2020 respectively, which is the supervision agreement re signed after the change of the sponsor, and the deposit account of raised funds has not changed.
As of December 31, 2021, the details of the deposit of raised funds are as follows:
Deposit bank account number account status amount (yuan)
Industrial And Commercial Bank Of China Limited(601398) Tian 1207061129020128891 normal 141788230 Taixian sub branch
Bank Of China Limited(601988) Tiantai County 376672886604 normal 17477452 sub branch
China Merchants Bank Co.Ltd(600036) Sanmen County 571904675110411 account cancellation
Sub branch
China Construction Bank Corporation(601939) tian33050166733509 Angang Steel Company Limited(000898) normal 967603484tai sub branch
Bank Of Communications Co.Ltd(601328) Shanghai feng310069192018800010755 normal 286371195 Xianxian sub branch
Bank Of Communications Co.Ltd(601328) Shanghai feng310069192018800010831 normal 162818833 Xianxian sub branch
Bank Of Communications Co.Ltd(601328) Shanghai feng310069192018800010907 account cancellation
Xianxian sub branch
Bank Of Communications Co.Ltd(601328) Shanghai feng310069192018800011003 account cancellation
Xianxian sub branch
Bank Of Communications Co.Ltd(601328) Shanghai feng310069192018800011176 normal 49616947 Xianxian sub branch
Total 1625676141
Note: there is no time deposit in the balance of the special account for raised funds at the end of the period.
(II) funds raised by public issuance of convertible corporate bonds in 2021
1. Management of raised funds
The company has formulated the management system for the use of raised funds in accordance with the spirit of 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, the approval procedures for the use of funds of all sub branches invested in the raised funds project shall be prepared by the Department in charge of the raised funds project according to the specific implementation progress of the raised funds investment project. Within the scope authorized by the board of directors, it shall be submitted to the finance department after being signed by the competent manager. After being reviewed by the finance department, it shall be submitted to the project leader The financial principal and the general manager shall make payment after signing; 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 use of the raised funds shall be subject to the daily supervision of the Audit Department of the company, and the inspection shall be reported to the audit committee of the board of directors.
2. Storage of raised funds in special account
The company opened special fund-raising accounts in Industrial And Commercial Bank Of China Limited(601398) Tiantai County sub branch, Industrial Bank Co.Ltd(601166) Taizhou Linhai sub branch, China Construction Bank Corporation(601939) Tiantai sub branch respectively, the subsidiary Shanghai yinlun opened special fund-raising accounts in Industrial Bank Co.Ltd(601166) Taizhou Linhai sub branch, and the subsidiary Zhejiang yinlun new energy heat Management System Co., Ltd. (hereinafter referred to as “yinlun new energy”) opened special fund-raising accounts in China Construction Bank Corporation(601939) Tiantai sub branch. These five special accounts are only used for the storage of funds raised by the company’s raised investment projects
