Guotai Junan Securities Co.Ltd(601211) . AVIC Securities Co., Ltd
About Avic Electromechanical Systems Co.Ltd(002013)
Verification opinions on the closing of projects invested by public issuance of convertible corporate bonds and permanent replenishment of surplus raised funds to working capital
Guotai Junan Securities Co.Ltd(601211) 、 As a sponsor of Avic Electromechanical Systems Co.Ltd(002013) (hereinafter referred to as ” Avic Electromechanical Systems Co.Ltd(002013) ” and “the company”), AVIC Securities Co., Ltd. (hereinafter referred to as the “sponsor”) publicly issues convertible corporate bonds, in accordance with the measures for the administration of securities issuance and listing recommendation business, the stock listing rules of Shenzhen Stock Exchange and the guidelines for the recommendation of listed companies of Shenzhen Stock Exchange Guidelines for standardized operation of listed companies of Shenzhen Stock Exchange (revised in 2020) and Implementation Rules for convertible corporate bond business of Shenzhen Stock Exchange According to the requirements of laws, regulations and normative documents, the closing of the project of raising and investing in the company’s public issuance of convertible corporate bonds and the permanent supplement of the surplus raised funds to the working capital are verified as follows:
1、 Basic information of funds raised by public issuance of convertible corporate bonds
According to the reply on approving Avic Electromechanical Systems Co.Ltd(002013) public issuance of convertible corporate bonds issued by China Securities Regulatory Commission (CSRC license [2018] No. 1232) approved that the company publicly issued 21 million convertible corporate bonds on August 27, 2018, with a face value of RMB 100 each, and the total amount of funds raised was RMB 2.1 billion. After deducting the issuance expenses of RMB 23.73 million, the actual net amount of funds raised was RMB 2076.27 million. The availability of the above raised funds has been verified by Zhongshen Zhonghuan Certified Public Accountants (special general partnership), and the verification report on the raised funds from the public issuance of convertible corporate bonds (Zhong Huan Yan Zi (2018) No. 020014) was issued on August 31, 2018 。 The company has adopted a special account for the storage of raised funds, and signed a tripartite supervision agreement on the storage of raised funds with the special account bank and the sponsor.
The total amount of the raised funds is RMB 2.1 billion, which is invested in the following projects after deducting the issuance expenses:
No. total investment of the project invested by raised funds (10000 yuan) (10000 yuan)
1. Acquisition of 100% equity of Xinxiang aviation industry (Group) Co., Ltd. 70073.7770073.77
2. Acquisition of 100% equity of Yibin Sanjiang Machinery Co., Ltd. 25973.0925973.09
3. 7808.006400.00 project of expanding production capacity of solenoid valve of Guizhou Fengyang Hydraulic Co., Ltd
4. Aviation power supply production capacity improvement project of Guiyang Aviation Electric Machinery Co., Ltd. 8591.006074.22
5 Sichuan Lingfeng Aviation Hydraulic Machinery Co., Ltd. aviation hydraulic actuator manufacturing 10815.0010000.00 manufacturing and maintenance capacity improvement project
6 Guizhou Fenglei aviation ordnance Co., Ltd. aviation suspension and launch system 27142.0025000.00 industrialization project
7. Sichuan pan China Aviation Instrument & Electric Appliance Co., Ltd. aviation product production capacity 8934.008000.00 improvement project
8. Supplementary working capital 57553.1456105.92
Total 216890.00207627.00
2、 Deposit and management of funds raised by public issuance of convertible corporate bonds
1. Formulation of management system for raised funds
In order to regulate the use and management of the company’s raised funds and protect the rights and interests of investors to the greatest extent, the company shall, in accordance with the company law, the securities law, the measures for the administration of securities issuance of listed companies, the stock listing rules of Shenzhen Stock Exchange and the notice on further regulating the use of raised funds of listed companies The management system of Avic Electromechanical Systems Co.Ltd(002013) raised funds has been formulated in accordance with the provisions and requirements of laws and regulations such as the guidelines for the standardized operation of listed companies of Shenzhen Stock Exchange and in combination with the actual situation of the company.
2. Implementation of raised funds management system
In order to standardize the management of the company’s raised funds and protect the rights and interests of small and medium-sized investors, in accordance with relevant laws and regulations, the proposal on the company’s opening of a special account for funds raised by public issuance of convertible corporate bonds and signing a tripartite supervision agreement was considered and adopted at the 18th meeting of the sixth board of directors held on August 22, 2018, The company opened a special account for raised funds in China Citic Bank Corporation Limited(601998) Wangjing sub branch, and signed the tripartite supervision agreement on the storage of special account for raised funds with the sponsor and China Citic Bank Corporation Limited(601998) Beijing Wangjing sub branch on September 21, 2018.
In view of the fact that some of the investment projects raised by the company’s public issuance of convertible corporate bonds are implemented by its subsidiaries, in order to facilitate the management, use and supervision of the raised funds, the company held the 20th meeting of the sixth board of directors on September 19, 2018, and deliberated and adopted the proposal on Authorizing subsidiaries to open special accounts for raised funds and sign Quartet supervision agreements, Guizhou Fengyang liquid, a wholly-owned subsidiary authorized to implement the investment project with raised funds
Pressure Co., Ltd., Guiyang aviation motor Co., Ltd., Sichuan Lingfeng Aviation Hydraulic Machinery Co., Ltd., Guiyang
Zhou Fenglei aviation ordnance Co., Ltd. and Sichuan Fanhua Aviation Instrument Electric Appliance Co., Ltd. have opened accounts in relevant banks
Open a special account for the raised funds, store and manage the raised funds, and cooperate with the company and the raised funds
The deposit bank and the recommendation institution shall sign the four party supervision agreement on the raised funds respectively.
3. Storage of raised funds in special account
As of December 23, 2021, the funds raised from this public offering of convertible corporate bonds have been specifically deposited
The situation is as follows:
Unit: 10000 yuan
Name of deposit bank account No. account balance remarks
AVIC Electromechanical System Co., Ltd. China Citic Bank Corporation Limited(601998) Beijing 8110701014201420208 – current
Ltd. Wangjing sub branch
Sichuan Lingfeng aviation hydraulic machinery Agricultural Bank Of China Limited(601288) Guanghan 10020104042210101040020601738.22 current account
Limited company City sub branch
Guizhou Fengyang Hydraulic Co., Ltd. Bank Of China Limited(601988) Guiyang 133056532335241.87 current account
Company Xiaohe sub branch
Guizhou Fenglei aviation ordnance Co., Ltd. Agricultural Bank Of China Limited(601288) Anshun 2344010400120771686.27 current account
Responsible company Qianzhong sub branch
Sichuan Fanhua aviation instrument and electrical appliance Bank Of Communications Co.Ltd(601328) Xindu 511607017018800070535620.72 current account
Co., Ltd. Sub Branch Sales Department
Guiyang aeromotor Co., Ltd. Bank Of China Limited(601988) Guiyang 133056539385 has been closed note
Xiaohe sub branch
Total -4287.07-
Note: in 2019, the company and AVIC airborne Systems Co., Ltd. signed the agreement between AVIC airborne Systems Co., Ltd. and AVIC industrial aircraft
According to the equity transfer agreement of Guiyang Aviation Electric Machinery Co., Ltd., Guiyang Aviation Electric Machinery Co., Ltd. will hold
100% equity of the company is transferred to AVIC airborne Systems Co., Ltd. After the equity transfer, Guiyang aviation motor Co., Ltd
The company is no longer included in the scope of the company’s consolidated statements. The above-mentioned special account for the deposit of raised funds of Guiyang aeromotor Co., Ltd. has been opened on
The account will be closed on March 17, 2020.
As of December 23, 2021, except for Guiyang electric machinery, the aviation power supply production capacity improvement project is due to equity transfer
In addition to the termination of the implementation due to reasons, the investment project of the company’s raised funds has been basically completed, and the use of the raised funds is as follows:
Table:
Unit: 10000 yuan
Interest and unpaid
The funds raised from the committed investment projects are subject to adjustment. As of the end of the period, the accumulated financial management has received the balance of the raised funds contract, the total amount of the promised investment of the raised funds is calculated as the investment amount, the balance is deducted from the profit and loss and the service charge of the quality guarantee deposit
Acquisition of 100% equity of SIA group
Acquisition of 25973.0925973.0925973.09 — 100% equity of Yibin Sanjiang machinery
Guiyang motor aviation power supply production 7000.006074.226086.55 — production capacity improvement project
Sichuan pan China Aviation Products Co., Ltd. 8000.008000.007416.1936 90620.71572. 0148.70 production capacity improvement construction project Sichuan Lingfeng aviation hydraulic work
Actuator manufacturing and maintenance capacity 10000.0010000.008381.04119 261738.221766.70 – lifting items
Guizhou Fenglei aviation hang FA 25000.0025000.0023394.4480 711,686.271,224.92461. 35. System industrialization project
Fengyang solenoid valve expansion 6400.006400.006176.3818 25241.87511. 05 – production capacity building project
Supplementary working capital 55180.1456105.9255216.50—-
Total 207627.00207627.00202717.96255 124,287.074,074.68510. 05
3、 Main reasons for savings of raised funds
1. In the process of project implementation, the company strictly follows the relevant provisions on the use of raised funds to ensure the project
Under the premise of quality and capacity demand, based on the principles of economy, rationality and effectiveness, through budget and cost control
Measures to strengthen the supervision and control of the construction process, reduce the construction and procurement costs of the project, and save some projects
Investment of raised funds.
2. At present, part of the contract warranty deposit has not been paid with the raised funds because the warranty period has not expired. section
By December 23, 2021, the unpaid contract quality assurance deposit of the company is 40.7468 million yuan, and the project is settled
After that, the company will continue to pay relevant amounts in accordance with relevant transaction contracts.
