China Securities Co.Ltd(601066)
About Zhejiang Yinlun Machinery Co.Ltd(002126)
Closing and of some projects invested with raised funds in the previous time
Verification opinions on permanently replenishing surplus funds into working capital
China Securities Co.Ltd(601066) (hereinafter referred to as ” China Securities Co.Ltd(601066) securities” or “recommendation institution”) as the continuous supervision organization of Zhejiang Yinlun Machinery Co.Ltd(002126) (hereinafter referred to as ” Zhejiang Yinlun Machinery Co.Ltd(002126) ” or “company”), in accordance with the measures for the administration of securities issuance and listing recommendation business, the stock listing rules of Shenzhen Stock Exchange The provisions of relevant laws, regulations and normative documents such as self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 1 – standardized operation of listed companies on the main board, self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 13 – recommendation business, Prudential verification has been conducted on 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. The details of verification are 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
Sea passenger car EGR project 19412.00 14952.80 base passenger car water air cooler project 15120.00 11428.60 ground
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 investment project of the raised funds settled this time is the “new energy vehicle heat management project” implemented by Shanghai yinlun heat exchange system Co., Ltd. (hereinafter referred to as “Shanghai yinlun”).
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:
Unit: 10000 yuan
Project Name: accumulated interest income of raised funds, total investment amount of remaining raised funds, amount of service charge and investment progress
New energy vehicle 15656.43 15724.15 510.52 442.80 100.43% thermal management project
The remaining funds raised account for 2.83% of the net funds raised by 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、 Company review procedure
1. Review procedure
Zhejiang Yinlun Machinery Co.Ltd(002126) the 17th meeting of the 8th board of directors and the 14th meeting of the 8th board of supervisors were held on January 12, 2022, and the proposal on closing some projects invested by raising funds in the previous time and permanently supplementing the surplus funds with working capital was deliberated and adopted. According to the construction of projects invested by raising funds 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. has reached the intended use status. The company plans to close the project and permanently supplement the working capital of 4.428 million yuan (the final amount is subject to the bank interest settlement balance on the day of capital transfer out) for the daily business activities of the company and Shanghai yinlun.
2. 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.
3. 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.
6、 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.
(there is no text below, followed by the signature page)
(there is no text on this page, which is the signature and seal page of China Securities Co.Ltd(601066) verification opinions on closing some raised and invested projects of Zhejiang Yinlun Machinery Co.Ltd(002126) previously raised funds and permanently supplementing the surplus funds with working capital) signature of the sponsor representative:
Huang Jianfei, Liu Xinhao
China Securities Co.Ltd(601066) January 12, 2022
