China Securities Co.Ltd(601066)
About Zhejiang Yinlun Machinery Co.Ltd(002126)
Verification opinions on changing the purpose of raised funds of some raised investment projects
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 In accordance with 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, the Zhejiang Yinlun Machinery Co.Ltd(002126) changed the purpose of the raised funds of some raised investment projects, The details of verification are as follows:
1、 Overview of changes in investment projects with raised funds
(I) basic information of investment projects with raised funds
With the review and approval of China Securities Regulatory Commission, in June 2017, the company issued 80001664 ordinary shares (A shares) to specific investors through non-public offering, with an issue price of 9.01 yuan per share. The total amount of funds actually raised was 720814992.64 yuan. After deducting the recommendation and underwriting fee of 12974669.87 yuan (including tax), The balance is RMB 707840322.77, and after deducting the accountant’s fee, capital verification fee and lawyer’s fee of RMB 1900000.00 (including tax), the net amount of the actually raised funds 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
(II) overview of proposed changes
The projects to be changed this time are “passenger car EGR project” and “R & D center project”. The total investment of the two projects is 329.83 million yuan, of which the investment of raised funds is 264.068 million yuan, accounting for 37.36% of the total investment of raised funds. As of December 31, 2021, the total amount invested in the above two projects is 95.0205 million yuan. The name of the new project to be changed is “new energy vehicle battery and chip thermal management project” (hereinafter referred to as “new project”), and the implementation subject is Shanghai yinlun heat exchange system Co., Ltd. (hereinafter referred to as “Shanghai yinlun”), and the amount of raised funds to be used is 191 million yuan. Shanghai yinlun is a wholly-owned subsidiary of the company, and this change does not involve related party transactions.
The new project is in the process of filing, and the approval document of relevant government departments has not been obtained.
2、 Reasons for changing the investment project of raised funds
(I) original project plan and actual investment
1. Investment plan of original raised investment project
Unit: 10000 yuan
Project name implementation subject: the total investment and raised funds of the project undertake the original plan, and the completion date is after the date of adjusting the total investment in April 2020
R & D Center Shanghai yinlun heat exchange 13571.00 11454.00 June 2019 December 2021 Project System Co., Ltd
Passenger car Shanghai yinlun heat exchange 19412.00 14952.80 June 2019 June 2022 EGR Project System Co., Ltd
Total 32983.00 26406.80
2. Actual investment of the original raised investment project
As of December 31, 2021, the actual investment of the proposed change project is shown in the table below:
Unit: 10000 yuan
Project Name: accumulated interest income of raised funds promised and total investment amount of remaining raised funds, handling fee amount and progress
R & D center 11454.00 4769.84 1532.93 8217.09 41.64% project
Passenger car 14952.80 4732.21 2027.59 12248.18 31.65% EGR project
Total 26406.80 9502.05 3560.52 20465.27/
3. Investment effect of original raised investment project
After the invested assets of the passenger car EGR project reach the production capacity, it can realize an annual additional production capacity of 1.15 million units and an additional sales revenue of 143 million yuan, but it has not reached the production capacity yet.
R & D Center Project: the adaptive transformation of some buildings of Shanghai yinlun comprehensive production building has been completed as the management room for R & D, test, test and training of the R & D center; 66 new R & D and testing personnel; All kinds of testing equipment that have been invested are mainly used for various tests and tests required for the R & D of passenger car thermal management system. At present, they have basically met the R & D and testing needs of some new energy thermal management products.
4. Storage of unused amount in special account of original raised investment project
(1) Storage of passenger car EGR project special account
Total of special account opening by 2021
Special account name bank account number year-end bank deposit year-end financial balance (yuan)
Balance (yuan) (yuan)
Zhejiang Yinlun Machinery Co., Ltd. Industrial And Commercial Bank Of China Limited(601398) tian12070611290 1417882.30 56435714.78 57853597.08 copy Co., Ltd. Taitai sub branch 20128891
Shanghai yinlun heat exchange Bank Of Communications Co.Ltd(601328) 31006919201 1628188.33 630000000.00 64628188.33 System Co., Ltd. haifengxian sub branch 8800010831
Total 3046070.63 11943574.78 122481785.41
The investment period of passenger car EGR project is until June 2022. After this change is approved, 108829056.01 yuan in the relevant special account of the project will be transferred to the special account to be opened for the new project, and the remaining raised funds of 13.6527 million yuan (the final amount shall be subject to the bank interest settlement balance on the day of fund transfer out) will continue to be kept in the special account of Shanghai yinlun passenger car EGR project, Continue to be used for subsequent investment of passenger car EGR project. After use, the relevant special account for raised funds shall be cancelled, and the tripartite supervision agreement on raised funds related to the account signed by the company and Shanghai yinlun with the sponsor and the deposit bank shall be terminated accordingly.
(2) Storage of special account of R & D Center Project
Total of special account opening by 2021
Special account name bank account number year-end bank deposit year-end financial balance (yuan)
Balance (yuan) (yuan)
Zhejiang Yinlun Machinery Co., Ltd. Bank Of China Limited(601988) tian37667288660 174774.52 6000000.00 60174774.52 copies Tai county sub branch 4
Shanghai yinlun heat exchange Bank Of Communications Co.Ltd(601328) 31006919201 496169.47 21500000.00 21996169.47 System Co., Ltd. haifengxian sub branch 88000011176
Total 670943.99 81500000.00 82170943.99
The R & D center project is due and closed in December 2021. After the change is approved, the remaining funds in the relevant accounts of the project totaling 82170943.99 yuan (the final amount shall be subject to the bank interest settlement balance on the date of fund transfer out) are transferred to the special account opened by the new project, the original relevant special account is cancelled, and the company, Shanghai Banking and sponsor The tripartite supervision agreement on the raised funds related to the account signed by the deposit bank shall be terminated accordingly.
5. Subsequent use arrangement of assets formed in the construction of the original project
The investment period of passenger car EGR project is until June 2022, and the invested assets will continue to be used for the production of passenger car EGR products.
The R & D center project has expired and closed, the Shanghai R & D center has been basically completed, and all kinds of testing equipment invested continue to be used for various tests and tests required for the R & D of passenger vehicle thermal management system.
(II) reasons for terminating the original raised investment project
Reasons for the change of passenger car EGR project: with consumers’ increasing acceptance of new energy vehicles, the new energy vehicle market has shifted from policy driven to market driven, and the production and sales of Shanxi Guoxin Energy Corporation Limited(600617) vehicles have continued to reach a new high. According to industry statistics, the penetration rate of new energy vehicles has increased to about 13%. The market generally expects that the penetration rate of new energy vehicles will continue to increase rapidly, It has become the main driving force for China’s automobile industry to become bigger and stronger. Affected by this, the market penetration of EGR products applied to fuel passenger vehicles did not increase as expected, the market demand was lower than the forecast, and the investment demand of the project decreased. Therefore, the purpose of the raised funds of the raised investment project was changed.
Reasons for the change of R & D Center Project: mainly through innovative experimental test methods, such as accelerated experiment, and the use of simulation method and virtual experiment, the number of experiments is greatly reduced and the cost of experimental equipment is reduced. In terms of equipment purchase, domestic substitution is also considered, which further saves the equipment cost, resulting in a significant reduction in the investment demand of the project. Therefore, the purpose of the raised funds of the raised investment project is changed.
3、 Description of new raised investment projects
1. Basic information of the project
Project Name: new energy vehicle battery and chip thermal management product project
Implemented by: Shanghai yinlun heat exchange system Co., Ltd
Construction Objective: expand the R & D and production capacity of new energy vehicle battery and chip thermal management products, improve the overall level of the enterprise, and accelerate the transformation to new energy
