Securities code: 002126 securities abbreviation: Zhejiang Yinlun Machinery Co.Ltd(002126) Announcement No.: 2022-006
Bond Code: 127037 bond abbreviation: Silver wheel convertible bond
Zhejiang Yinlun Machinery Co.Ltd(002126)
With regard to the closing of some projects invested by raising funds in the previous time, and the surplus funds
Announcement of permanent replenishment of working capital
The company and all members of the board of directors guarantee that the information disclosed is true, accurate and complete without false records, misleading statements or major omissions.
Zhejiang Yinlun Machinery Co.Ltd(002126) (hereinafter referred to as “the company”) convened the 17th meeting of the 8th board of directors and the 14th meeting of the 8th board of supervisors on January 12, 2022, deliberated and adopted the proposal on closing some projects invested with raised funds and permanently replenishing the surplus funds into working capital. According to the construction of projects invested with raised funds of the company in the previous time, As of December 31, 2021, the “new energy vehicle heat management project” implemented by Shanghai yinlun heat exchange system Co., Ltd. (hereinafter referred to as “Shanghai yinlun”) has reached the intended use status, and the company plans to close the project, And permanently replenish the working capital of 4.428 million yuan (the final amount shall be subject to the bank interest settlement balance on the day of capital transfer out) from the surplus raised capital of the project for the daily business activities of the company and Shanghai yinlun.
In accordance with the relevant provisions of the 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 other relevant provisions, this matter is within the approval authority of the board of directors. The relevant matters are hereby announced as follows:
1、 Basic information of raised funds
1. Overview of raised funds
Approved by the reply on approving Zhejiang Yinlun Machinery Co.Ltd(002126) non-public development shares (zjxk [2017] No. 63) of China Securities Regulatory Commission, the company issued 80001664 RMB common shares (A shares) to specific investors through non-public offering, with an issue price of 9.01 yuan per share, and the total amount of funds actually raised was 720814992.64 yuan, After deducting the recommendation and underwriting fee of RMB 12974669.87 (including tax), the balance is RMB 707840322.77. After deducting the accountant’s fee, capital verification fee and lawyer’s fee of RMB 1900000.00 (including tax), the net amount of funds actually raised is RMB 705940322.77. The net amount of actually raised funds plus the deductible VAT input tax of 841962.45 yuan for the issuance expenses of this non-public offering of shares, the net amount of raised funds (excluding tax) totals 706782285.22 yuan. The availability of the above raised funds has been verified by Lixin Certified Public Accountants (special general partnership), and the Zhejiang Yinlun Machinery Co.Ltd(002126) capital verification report (xksbz [2017] No. zf10636) was issued on June 14, 2017.
The investment projects and use plans of the funds raised by the company’s non-public offering of shares in 2017 are as follows:
Unit: 10000 yuan
Project name total investment amount of the project use amount of raised funds
Shanghai new energy vehicle thermal management project 22674.00 15656.43
EGR project for sea passenger cars 19412.00 14952.80
Air water cooler project for base passenger car 15120.00 11428.60
land
12071.00 9286.40 DPF localization construction project
Item R & D center project 13571.00 11454.00
Supplementary working capital 7900.00 7900.00
Total 90748.00 70678.23
2. Changes in investment projects of raised funds settled this time
The 15th meeting of the 7th board of directors held on April 11, 2019 considered and adopted the proposal on the extension of investment projects with raised funds, and agreed to extend the new energy vehicle thermal management project from June 2019 to December 2020.
The 21st Meeting of the 7th board of directors held on April 27, 2020 considered and adopted the proposal on the extension of investment projects with raised funds, and agreed to extend the new energy vehicle thermal management project from December 2020 to December 2021.
2、 Use of raised funds and reasons for savings in this settlement
1. Use of special account for raised funds settled
As of December 31, 2021, the new energy vehicle thermal management project has been implemented and has reached the expected usable state. Meanwhile, the special account for raised funds generated certain interest income during the storage period. The specific fund use and savings are as follows:
Project Name: accumulated interest income of the raised funds promised to be invested and raised and the total investment of the remaining raised funds (10000 yuan), the amount of service charge (10000 yuan) (10000 yuan)
New energy vehicle heat 15656.43 15724.15 510.52 442.80 100.43% management project
The company plans to close the raised investment project. After the settlement, the remaining raised funds of the raised investment project are 4.428 million yuan (including interest income and handling charges, and the actual amount shall be subject to the balance of the special account on the day of fund transfer out). The remaining raised funds of the project account for 2.83% of the net raised funds of the project.
2. Reasons for savings of raised funds
The savings of “new energy vehicle thermal management project” are mainly due to the rational arrangement of the use of raised funds and the maximization of fund use efficiency through the purchase of appropriate financial products. The savings are mainly financial income.
3、 Use plan of surplus raised funds
In view of the fact that the new energy vehicle thermal management project has reached the expected usable state, in order to improve the use efficiency of the raised funds, 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, the stock listing rules of Shenzhen Stock Exchange 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, and in combination with the actual production and operation needs of the company, The company plans to use the surplus fund of 4.428 million yuan (the final amount shall be subject to the bank interest settlement balance on the day of capital transfer out) after the completion of new energy vehicle thermal management project to permanently supplement working capital. After the surplus raised funds permanently supplement the working capital, the special account for raised funds of the project will no longer be used. The company and Shanghai yinlun will cancel the relevant special account for raised funds, and the relevant supervision agreement for raised funds signed by the company, Shanghai yinlun, the sponsor and the deposit bank will be terminated accordingly.
4、 Impact of permanent replenishment of working capital with surplus raised funds on the company
The closing of the project invested by the raised funds and the permanent supplement of the surplus raised funds to the working capital is the optimal allocation of the company’s resources according to the actual needs of the construction, production and operation of the raised projects, which is conducive to improving the use efficiency of the company’s raised funds and reducing the company’s operating costs, which is in line with the interests of the company and all shareholders.
5、 Relevant opinions of independent directors, the board of supervisors and the sponsor
1. Opinions of independent directors
The company’s “new energy vehicle thermal management project” has reached the intended use status. Closing the projects invested by the raised funds and permanently replenishing the surplus raised funds with working capital is the optimal allocation of the company’s resources according to the actual needs of the construction, production and operation of the raised investment projects, which is conducive to improving the use efficiency of the company’s raised funds and reducing the company’s operating costs. The procedures performed by the company comply with the relevant provisions of laws, regulations and company systems. To sum up, we agree that the company will close this raised investment project and permanently supplement the surplus raised funds with working capital.
2. Opinions of the board of supervisors
After verification, the board of supervisors believes that the company’s “new energy vehicle heat management project” has reached the intended use status. Closing the projects invested by the raised funds and permanently replenishing the surplus raised funds with working capital is the optimal allocation of the company’s resources according to the actual needs of the construction, production and operation of the raised investment projects, which is conducive to improving the use efficiency of the raised funds and reducing the operating cost, In line with the actual situation of the company, and in line with the relevant provisions such as the regulatory guidelines for listed companies No. 2 – regulatory requirements for the management and use of raised funds by listed companies, 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, Agree to the closing of the company’s raised investment project and permanently supplement the surplus raised funds to the working capital.
3. Verification opinions of the recommendation institution
After verification, the sponsor believes that: Zhejiang Yinlun Machinery Co.Ltd(002126) the closing of some projects invested with raised funds and the permanent supplement of surplus funds to working capital have been deliberated and approved by the board of directors and the board of supervisors, and all independent directors have expressed their agreed independent opinions, Comply 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 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, and there is no damage to the interests of shareholders. To sum up, the sponsor has no objection to the closing of some projects invested with raised funds in Zhejiang Yinlun Machinery Co.Ltd(002126) and the permanent supplement of surplus funds to working capital.
6、 Documents for future reference
1. Resolutions of the board of directors of the company
2. Independent opinions of independent directors of the company
3. Resolutions of the board of supervisors of the company
4. Verification opinions of the recommendation institution
It is hereby announced
Zhejiang Yinlun Machinery Co.Ltd(002126)
Board of directors
January 13, 2022
