Assurance report on the deposit and use of raised funds in Zhejiang Founder Motor Co.Ltd(002196) 2021
Zhitong Certified Public Accountants (special general partnership)
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Assurance report on the deposit and use of raised funds in Zhejiang Founder Motor Co.Ltd(002196) 2021
Zhejiang Founder Motor Co.Ltd(002196) 2021 raised funds 1-3
Special report on storage and actual use
Zhitong Certified Public Accountants (special general partnership), 5th floor, set square, No. 22, Jianguomenwai street, Chaoyang District, Beijing, China, 100004
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About Zhejiang Founder Motor Co.Ltd(002196)
Deposit and actual use of raised funds in 2021
Assurance Report
Zhi Tong Zhi Zi (2022) No. 332a006819 all shareholders of Zhejiang Zhejiang Founder Motor Co.Ltd(002196) Co., Ltd.:
We are entrusted to carry out reasonable assurance on the attached special report on the deposit and actual use of raised funds in 2021 (hereinafter referred to as the "special report") of Zhejiang Zhejiang Founder Motor Co.Ltd(002196) Co., Ltd. (hereinafter referred to as Zhejiang Founder Motor Co.Ltd(002196) company).
The 2021 special report shall be prepared in accordance with the requirements of 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) and the guidelines for the self discipline supervision of listed companies of Shenzhen Stock Exchange No. 1 - standardized operation of listed companies on the main board (2022), so as to ensure that its contents are true, accurate and complete without false records Misleading statements or major omissions are the responsibility of the board of directors of Zhejiang Founder Motor Co.Ltd(002196) company. Our responsibility is to express assurance opinions on the 2021 special report prepared by the board of directors of Zhejiang Founder Motor Co.Ltd(002196) company on the basis of implementation of assurance work.
We plan and implement 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, so as to obtain reasonable assurance about whether there is no material misstatement in the 2021 special report. In the assurance work, we implemented the necessary procedures including understanding, inquiry, spot check, check and so on in combination with the actual situation of Zhejiang Founder Motor Co.Ltd(002196) company. We believe that our assurance work provides a reasonable basis for issuing assurance opinions.
After review, we believe that the 2021 special report prepared by the board of directors of Zhejiang Founder Motor Co.Ltd(002196) company complies with the relevant provisions and relevant format guidelines of the regulatory guidelines for listed companies No. 2 - regulatory requirements for the management and use of raised funds of listed companies (revised in 2022) and the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 1 - standardized operation of listed companies on the main board (2022), And truthfully reflected the deposit and actual use of the raised funds of Zhejiang Founder Motor Co.Ltd(002196) company in 2021 in all major aspects.
This assurance report is only used by Zhejiang Founder Motor Co.Ltd(002196) company when disclosing the annual report, and shall not be used for any other purpose. To Gao Fei, a Chinese certified public accountant of Tong Certified Public Accountants
(special general partnership)
Chinese certified public accountant Dai Simin
Beijing, China, April 14, 2002
Zhejiang Founder Motor Co.Ltd(002196)
Comparison between the deposit and actual use of raised funds in 2021
Special report
In accordance with the relevant provisions of 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) and the guidelines for the self discipline supervision of listed companies of Shenzhen Stock Exchange No. 1 - standardized operation of listed companies on the main board (2022), the deposit and use of raised funds of the company in 2021 are described as follows:
1、 Basic information of raised funds
(I) actual amount of funds raised and time of funds in place
Approved by the reply on approving Zhejiang Founder Motor Co.Ltd(002196) non-public offering of shares (zjxk [2018] No. 1307) of China Securities Regulatory Commission, the company has Citic Securities Company Limited(600030) (hereinafter referred to as Citic Securities Company Limited(600030) ) non-public offering of 30000000 ordinary shares (A shares) to specific objects by means of non-public offering, with an issue price of 4.70 yuan per share and a total raised capital of 141 million.00 yuan, The raised capital after deducting the underwriting and recommendation expenses of 371000000 yuan is 13729000000 yuan, which has been remitted to the company's raised capital supervision account by Citic Securities Company Limited(600030) on January 31, 2019.
In addition, after deducting the remaining issuance expenses of 174283020 yuan, the net amount of funds actually raised was 13554716980 yuan.
The above-mentioned net amount of raised funds was verified by Tianjian Certified Public Accountants (special general partnership), and the capital verification report (tianjianyan [2019] No. 20) was issued on February 1, 2019.
(II) amount used in previous years, amount used in current year and current balance.
1. Amount used in previous years
As of December 31, 2020, the company's raised funds had invested 1250674 million yuan in the projects invested with raised funds, and the unused amount was 126804 million yuan (including 104798 million yuan of raised funds and 2.206 million yuan of accumulated interest stored in the special account after deducting the handling fee).
2. Amount used and current balance in the current year
In 2021, the use of the raised funds of the company is as follows:
126745 million yuan was directly invested in the project with the raised funds. As of December 31, 2021, the accumulated funds raised by the company have directly invested 1377419 million yuan in projects invested by raising funds, and the balance of the raised funds account is 1839088 yuan, which is transferred out to supplement working capital, and the raised funds account is cancelled.
2、 Deposit and management of raised funds
(I) management of raised funds
In order to regulate the management and use of raised funds and protect the rights and interests of investors, the company, in accordance with the provisions of 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) and the guidelines for the self discipline supervision of listed companies of Shenzhen Stock Exchange No. 1 - standardized operation of listed companies on the main board (2022), and in combination with the actual situation of the company, The management system for raised funds of Zhejiang Zhejiang Founder Motor Co.Ltd(002196) Co., Ltd. (hereinafter referred to as the management system) has been formulated. The management system was deliberated and adopted at the 8th meeting of the 5th board of directors on June 5, 2015.
According to the management measures and in combination with business needs, in February 2019, the company, Citic Securities Company Limited(600030) and Lishui branch of China Agricultural Bank Of China Limited(601288) Co., Ltd. signed the tripartite supervision agreement for raised funds, and the company, Citic Securities Company Limited(600030) and Lishui branch of Zheshang Bank Co., Ltd. signed the tripartite supervision agreement for raised funds. The company, its wholly-owned subsidiary Shanghai Haineng Automotive Electronics Co., Ltd Citic Securities Company Limited(600030) and Agricultural Bank Of China Limited(601288) Shanghai Jiading sub branch signed the four party supervision agreement on raised funds to implement special account storage for raised funds and strict approval for the use of raised funds, so as to ensure that the special funds are used for special purposes.
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.
(II) storage of raised funds in special account
As of December 31, 2021, the specific deposit of raised funds (unit: RMB) is as follows:
Account name deposit bank account number account category storage balance remarks
The funds raised by China Zheshang Bank Co.Ltd(601916) shares have been deposited in the special account of Lishui branch 343 Zhejiang Nhu Company Ltd(002001) 0120100119618 -- August 10, 2021 [Note 1] Cancellation of funds raised from Agricultural Bank Of China Limited(601288) shares in China has been registered in the special account of Lishui 1985010104 Sunvim Group Co.Ltd(002083) 3 branch of the company branch Co., Ltd. - August 10, 2021 [Note 2] Cancellation of the fund raised by Agricultural Bank Of China Limited(601288) shares of Shanghai Haineng Automobile China has been cancelled in the special account of Shanghai 038877 Xj Electric Co.Ltd(000400) 42784 of Auto Electronics Co., Ltd. - Jiading sub branch of the company on August 24, 2021 [Note 3]
Total ----
3、 Actual use of raised funds this year
The actual use of the raised funds in this year is detailed in the Annex: comparison table of the use of the raised funds in 2021. 4、 Use of temporarily idle raised funds
On February 27, 2019, the 13th meeting of the 6th board of directors and the 11th meeting of the 6th board of supervisors considered and approved the proposal on using idle raised funds for cash management, and agreed that the company would use idle raised funds of no more than 7000000000 yuan for cash management on the premise of ensuring normal operation and capital safety.
On April 26, 2020, the 26th meeting of the 6th board of directors and the 21st Meeting of the 6th board of supervisors considered and approved the proposal on using idle raised funds for cash management, and agreed that the company would use idle raised funds of no more than 3000000000 yuan for cash management on the premise of ensuring normal operation and capital safety.
As of December 31, 2021, the company has purchased 10000000000 yuan of financial products and redeemed 10000000000 yuan of financial products with some idle raised funds, and has recognized 155210010 yuan of income from financial products.
5、 External transfer or replacement of the investment project of the previously raised funds
On February 27, 2019, the 13th meeting of the 6th board of directors and the 11th meeting of the 6th board of supervisors considered and approved the proposal on replacing self raised funds invested in investment projects with raised funds in advance, and agreed that the company would use the raised funds of 5141620000 yuan to replace the self raised funds invested in investment projects with raised funds in advance.
Tianjian Certified Public Accountants (special general partnership) has reviewed the actual investment of the company's raised capital investment projects in advance, and issued the assurance report on Zhejiang Founder Motor Co.Ltd(002196) self raised capital investment projects in advance (tianjianshen [2019] No. 163) on February 26, 2019. The independent directors, the board of supervisors and the sponsor of the company all expressed their opinions that the replacement of self raised funds invested in the investment projects with raised funds in advance by the raised funds complies with the provisions of relevant laws, regulations and other normative documents such as the guidelines for the standardized operation of companies listed on the SME Board of Shenzhen Stock Exchange of Shenzhen Stock Exchange, and agreed to replace the self raised funds invested in the investment projects with raised funds in advance by the raised funds.
6、 Raised capital
