Verification report on the use of previously raised funds
Rongcheng zhuanzi [2021] No. 216z0158
Rongcheng Certified Public Accountants (special general partnership)
Beijing, China
catalogue
S / N content page 1 verification report on the use of the previously raised funds
2 special report on the use of previously raised funds 1-6
Verification report on the use of previously raised funds
Rongcheng zhuanzi [2021] No. 216z0158 Yunda Holding Co.Ltd(002120) all shareholders:
We have reviewed the attached special report on the use of previously raised funds prepared by the board of directors of Yunda Holding Co.Ltd(002120) (hereinafter referred to as Yunda holding company) as of September 30, 2021.
1、 Restrictions on the users and purposes of the report
This assurance report is only used by Yunda holding company for the purpose of applying for securities issuance, and shall not be used for any other purpose. We agree to take this assurance report as a necessary document for Yunda holding company to apply for securities issuance and submit it together with other application materials.
2、 Responsibilities of the board of directors
It is the responsibility of the board of directors of Yunda holding company to prepare the special report on the use of previously raised funds in accordance with the provisions on the report on the use of previously raised funds (Zheng Jian FA FA Zi [2007] No. 500) issued by the China Securities Regulatory Commission. This responsibility includes ensuring that its content is true, accurate and complete without false records Misleading statements or material omissions.
3、 Responsibilities of Certified Public Accountants
Our responsibility is to independently put forward assurance conclusions on the above report prepared by the board of directors of Yunda holding company. 4、 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 standard requires us to plan and implement assurance work to obtain reasonable assurance that the information of the assurance object is free from material misstatement. During the assurance process, we have implemented such procedures as checking accounting records as we consider necessary. We believe that our assurance work provides a reasonable basis for expressing opinions.
5、 Assurance conclusion
We believe that the attached special report on the use of previously raised funds of Yunda holding company is prepared in accordance with the provisions on the report on the use of previously raised funds in all major aspects, which fairly reflects the use of previously raised funds of Yunda holding company as of September 30, 2021.
(there is no text on this page, which is the signature and seal page of the verification report on the use of the previously raised funds Yunda Holding Co.Ltd(002120) Rongcheng zhuanzi [2021] No. 216z0158.)
Rongcheng certified public accountants, Chinese Certified Public Accountants:
(special general partnership)
Chinese certified public accountant:
Beijing, China
January 10, 2022
Yunda Holding Co.Ltd(002120)
Special report on the use of previously raised funds
1、 Basic information of the previously raised funds (I) purchase of assets by issuing shares in 2016
The predecessor of Yunda Holding Co.Ltd(002120) (hereinafter referred to as ” Yunda Holding Co.Ltd(002120) ” or “the company”) is Ningbo Xinhai Electric Co., Ltd. (hereinafter referred to as “original Xinhai shares”), According to the reply on Approving the major asset restructuring of Ningbo Xinhai Electric Co., Ltd. and issuing shares to purchase assets from Shanghai Luojiesi Investment Management Co., Ltd. (zjxk [2016] No. 3063) issued by China Securities Regulatory Commission on December 9, 2016, The original Xinhai shares will replace all assets and liabilities as of the benchmark date (March 31, 2016) with the equivalent part of 100% equity of Yunda freight held by all shareholders of Shanghai Yunda Freight Co., Ltd. (hereinafter referred to as “Yunda freight”), and purchase the difference between the placed assets and the disposed assets from all shareholders of Yunda freight by issuing shares. According to the consensus of all parties involved in the transaction, the price of assets purchased in this transaction is 674 million yuan and the price of assets purchased is 17760 million yuan, with a difference of 17086 million yuan. The difference between the assets placed and the assets placed out shall be purchased by the company from all shareholders of Yunda freight by issuing shares. According to the stock price of 19.79 yuan / share, the number of shares issued this time is 863365331 shares. The company’s purchase of assets by issuing shares this time only involves the purchase of the equity of the underlying assets in the form of issuing shares, does not involve the actual inflow of raised funds, and there is no time for the arrival of funds and the deposit of funds in the special account. (II) non public offering of shares in 2017
According to the reply on approving Yunda Holding Co.Ltd(002120) non-public offering shares issued by China Securities Regulatory Commission on December 15, 2017 (zjxk [2017] No. 2340), and with the consent of Shenzhen Stock Exchange, the company issued 98495438 RMB common shares to 7 non-public offering objects by the lead underwriter Citic Securities Company Limited(600030) , with a par value of RMB 1.00 each, The total issue price is 15.137 million yuan per share.
2、 Use of funds raised last time (I) actual amount of funds raised and time of funds in place
The company raised a total of 3915.1937 million yuan. After deducting 75 million yuan of issuance expenses, the company actually received 3840.1937 million yuan of raised funds. All the above raised funds were in place on April 4, 2018 and verified by Ruihua Certified Public Accountants (special general partnership) [2018] No. 31050004 capital verification report. (II) used amount and current balance
In order to standardize the management and use of raised funds, the company has formulated the measures for the management of raised funds according to the actual situation. According to the system, the company will deposit the previously raised funds in a special account.
Since the company has completed the use of all the funds raised by non-public offering of shares, the surplus funds of the project are RMB 9.531 million, which is less than 1% of the net raised funds. According to the relevant provisions of the guidelines for the standardized operation of listed companies of Shenzhen Stock Exchange (revised in 2020), the deliberation procedures of the board of directors and the general meeting of shareholders can be exempted, The company transferred all the surplus funds of RMB 9.531 million from the above special account to the company’s own fund account for permanent replenishment of working capital. At the same time, the company has gone through the cancellation procedures of the above special account for deposit of raised funds.
As of September 30, 2021, all the accounts of raised funds have been closed, and the balance of the account of raised funds is 0 yuan. When the account is closed, the balance is transferred to the company’s own fund account.
As of September 30, 2021, the use of the previously raised funds is summarized as follows:
Monetary unit: RMB 10000
Detailed amount
The net amount of actually raised funds is 384019.37
Plus: financial income and interest income from raised funds 10921.85
Less: bank charges and other fees paid by raised funds 4.93
Less: accumulated use of raised investment projects 393983.19
Less: surplus funds of the project deposited into self owned fund account 953.10
The balance of the special account for raised funds on September 30, 2021 was 0.00
3、 Description of the actual use of the previously raised funds (I) comparison table of the use of the previously raised funds
The actual use of the funds raised in the previous time is detailed in Schedule 1: comparison table of the use of the funds raised in the previous time. (II) early investment and replacement of previous raised investment projects
Before the raised funds are in place, the company pays the required investment of relevant projects in advance with self raised funds of 2317780895.54 yuan according to the actual needs of project investment and existing capital turnover. On September 20, 2018, the 27th meeting of the sixth board of directors and the 22nd Meeting of the sixth board of supervisors considered and adopted the proposal on replacing self raised funds invested in raised projects in advance with some raised funds, and agreed that the company would use the raised funds of 2317780895.54 yuan to replace self raised funds invested in raised projects in advance. Ruihua Certified Public Accountants (special general partnership) issued the assurance report on the report on the investment of Yunda Holding Co.Ltd(002120) projects invested with raised funds in advance with self raised funds (Ruihua He Zi [2018] No. 31050020). The independent directors of the company expressed explicit consent. The recommendation institution Citic Securities Company Limited(600030) issued no objection verification opinions. (III) investment in products with idle raised funds
On April 28, 2020, the company held the second meeting of the seventh board of directors and the second meeting of the seventh board of supervisors, deliberated and adopted the proposal on cash management with temporarily idle raised funds. On the premise of ensuring that the implementation of investment projects with raised funds and ensuring the safety of funds are not affected, It is agreed that the company will use the temporarily idle raised funds of no more than RMB 400 million for cash management to purchase financial products with high safety, good liquidity, meeting the capital preservation requirements and no more than 12 months of product investment period; The funds within the quota can be recycled. The main issuers of investment varieties are commercial banks and other financial institutions. The term starts from the date of deliberation and approval of the 2019 annual general meeting of shareholders to the date of convening the 2020 annual general meeting of shareholders.
As of September 30, 2021, the financial products held by the company with temporarily idle raised funds have expired. (IV) change the use of funds for investment projects with raised funds
As of September 30, 2021, the projects actually invested by the previously raised funds have not changed.
(V) external transfer or replacement of the investment project of the previously raised funds
As of September 30, 2021, the company has not transferred or replaced the investment projects of the previously raised funds. 4、 Description of the benefits realized by the investment project of the previously raised funds
See Annex 2: comparison table of realized benefits of investment projects with previously raised funds for the description of realized benefits of investment projects with previously raised funds. 5、 Description of the comparison between the actual use of the previously raised funds and the publicly disclosed information
The company has compared the actual use of the above raised funds with the relevant contents disclosed in the annual report, interim report and other information disclosure documents issued by the company one by one, and the actual use is consistent with the relevant contents disclosed.
Attached table 1: comparison of the use of funds raised last time
Annex 2: comparison table of realized benefits of investment projects with previously raised funds
Yunda Holding Co.Ltd(002120) board of directors January 10, 2022 Annex 1
Comparison table of the use of the previously raised funds
As of September 30, 2021
Prepared by: Yunda Holding Co.Ltd(002120) amount unit: RMB 10000
Total raised funds: 384019.37 total accumulated used raised funds: 393983.19
Total amount of raised funds used in each period:
Total raised funds with changed purposes: not applicable January September 2021: 5315.72
2020: 36941.46
Proportion of total raised funds with changed purposes: n / A
