Changjiang Securities Company Limited(000783) underwriting and recommendation Co., Ltd
About Beijing Emerging Eastern Aviation Equipment Co.Ltd(002933)
Using some idle raised funds for cash management
Verification opinions
Changjiang Securities Company Limited(000783) underwriting recommendation Co., Ltd. (hereinafter referred to as "Changjiang recommendation" and "recommendation institution") is a recommendation institution for Beijing Emerging Eastern Aviation Equipment Co.Ltd(002933) (hereinafter referred to as " Beijing Emerging Eastern Aviation Equipment Co.Ltd(002933) " and "company") to conduct initial public offering and continuous supervision of listing, In accordance with the provisions of relevant laws and regulations, such as the measures for the administration of securities issuance and listing recommendation business, 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, and the regulatory guidelines for listed companies No. 2 - regulatory requirements for the management and use of funds raised by listed companies, The company and its wholly-owned subsidiaries have carefully and prudently verified the use of idle raised funds of no more than 350 million yuan for cash management. The verification results and verification opinions are as follows:
1、 Basic information of raised funds
According to the reply on the approval of Beijing Emerging Eastern Aviation Equipment Co.Ltd(002933) initial public offering of shares (zjxk [2018] No. 1200 document) issued by the China Securities Regulatory Commission, the company issued 29350000 ordinary shares to the public for the first time. The offering price is 22.45 yuan per share, and the total amount of funds raised is 658907500 yuan, After deducting the issuance expenses, the net amount of funds actually raised was 576.33 million yuan. Dahua Certified Public Accountants (special general partnership) verified the availability of the raised funds in this offering and issued "Dahua Yan Zi [2018] No. 000489" capital verification report on the paid in share capital after Beijing Emerging Eastern Aviation Equipment Co.Ltd(002933) issuing 29.35 million RMB common shares (A shares). The company has adopted the special account storage management for the raised funds in accordance with the regulations, and signed the supervision agreement on the special account of raised funds with the recommendation institution and the bank storing the raised funds to supervise the storage and use of the raised funds.
2、 Use of raised funds and idle reasons
(I) use of raised funds
According to the company's prospectus for initial public offering of shares, all the funds raised by the company's new share issuance will be used for the development of its main business. After deducting the issuance expenses, the specific investment items are as follows: unit: RMB 10000
Serial number project name investment amount project approval or filing
1 new aviation equipment manufacturing industrialization construction project 31433 jingtongzhou economic and Information Commission record [2016] No. 22
2 R & D center construction project 16200 jhdgb [2015] No. 282
3. Supplement working capital 10000-
Total 57633-
On December 27, 2019, the company held the third extraordinary general meeting of shareholders in 2019, deliberated and approved the proposal on changing the purpose of part of the raised funds, adding new implementation subjects and locations and delaying, and changed the construction content of the "new aviation equipment manufacturing industrialization construction project", It is used to invest in the construction of Tongzhou scientific research and trial production line and Nanjing Xinxing aviation equipment R & D and production base - aviation equipment production project. Nanjing Xinxing Oriental aviation equipment Co., Ltd., a wholly-owned subsidiary, is added as the implementation subject of the project, and the airport economic development zone of Jiangning District, Nanjing is added as the implementation site accordingly, At the same time, the date when the project reaches the expected usable state is adjusted from August 27, 2020 to December 31, 2022; Change the construction content of "R & D center construction project" for key technology research investment, R & D center infrastructure construction and other project expenses, and adjust the date when the project reaches the expected usable state from February 27, 2020 to December 31, 2022.
As of January 31, 2022, the company has used 23331100 yuan of raised funds, and the balance of unused raised funds is 379463600 yuan (including interest income and cash management income).
(II) reasons for idle raised funds
As the construction of the project invested by the raised funds needs a certain period, according to the construction progress of the project invested by the raised funds, some of the raised funds are idle in the short term at this stage.
3、 Basic overview of cash management using idle raised funds this time
(I) investment purpose
Improve the use efficiency of the company's raised funds without affecting the company's business plan, the investment project construction plan of the raised funds and ensuring the safety of the raised funds.
(II) variety and safety of investment products
The company and its wholly-owned subsidiaries intend to purchase principal guaranteed financial products issued by banks or other financial institutions with high security, good liquidity, meeting the principal guaranteed requirements and the longest product investment period of no more than 12 months. The products to be invested by idle raised funds shall meet the following conditions:
(1) Structured deposits, certificates of deposit and other principal guaranteed products with high security;
(2) Good liquidity shall not affect the normal operation of the investment plan of the raised funds.
(III) period of validity
The investment period is 12 months from the date of deliberation and approval of the first extraordinary general meeting of shareholders in 2022. (IV) investment quota
The company and its wholly-owned subsidiaries will use idle raised funds with a maximum investment amount of no more than 350 million yuan at any one time point for cash management. Within the above limit and term, the funds can be used on a rolling basis.
(V) implementation mode
After being deliberated and approved by the general meeting of shareholders of the company, within the above limit and time limit, the board of directors authorizes the chairman to exercise the investment decision-making power and sign relevant legal documents, including but not limited to: selecting the issuer of qualified investment products, clarifying the amount of financial management, selecting the variety of property management products, signing contracts, etc, The Finance Department of the company shall be responsible for the use of some idle raised funds to purchase principal guaranteed financial products issued by banks or other financial institutions. This part of idle raised funds will be returned to the special account of raised funds in time after the cash management expires. (VI) description of association relationship
The trustees of the short-term principal guaranteed financial products to be purchased by the company are commercial banks or other financial institutions that have no affiliated relationship with the company.
(VII) information disclosure
The company will perform relevant information disclosure obligations in accordance with the relevant provisions of Shenzhen Stock Exchange and other regulatory authorities. 4、 Investment risk and risk control measures
(I) investment risk
1. Although the principal guaranteed financial products invested by the company belong to the category of low-risk investment, the financial market is greatly affected by the macro-economy, and it is not excluded that the investment is affected by market fluctuations;
2. The company will intervene timely and appropriately according to the economic situation and changes in the financial market, so the actual income of short-term investment is unpredictable.
(II) risk control measures
1. The company will strictly abide by the principle of prudent investment, select low-risk investment varieties, and shall not be used for other securities investment. It will not buy financial products with stocks and their derivatives and unsecured bonds as investment targets.
2. The Finance Department of the company will timely analyze and track the investment direction of financial products and the progress of the project. If it is found that there are risk factors that may affect the safety of the company's funds, it will take corresponding measures in time to control the investment risk. 3. The Audit Department of the company shall conduct daily supervision on the use and custody of financial funds, and regularly audit and verify the use of financial funds.
4. The board of supervisors and independent directors of the company have the right to supervise and inspect the use of funds, and can hire professional institutions to audit when necessary.
5. The company will disclose the purchase and profit and loss of financial products during the reporting period in the regular report in accordance with the relevant provisions of Shenzhen Stock Exchange.
5、 Impact on the company's operation
The company and its wholly-owned subsidiaries use part of the idle raised funds for cash management based on the principle of prudence without affecting the construction and normal operation of the investment projects with raised funds, which will not affect the construction of the investment projects with raised funds and the normal development of the main business of the company and its wholly-owned subsidiaries. At the same time, it can improve the use efficiency of raised funds and reduce the financial cost, Obtain a certain return on investment and obtain more return on investment for the company and shareholders.
6、 Relevant review and approval procedures
(I) deliberations of the board of directors
The company held the 28th meeting of the third board of directors on February 28, 2022, deliberated and approved the proposal on using some idle raised funds for cash management, and agreed that the company and its wholly-owned subsidiaries use idle raised funds of no more than 350 million yuan for cash management to purchase funds with high safety, good liquidity and meeting the requirements of capital preservation Principal guaranteed financial products issued by banks or other financial institutions with an investment period of no more than 12 months. The investment period is 12 months from the date of deliberation and approval of the first extraordinary general meeting of shareholders in 2022. Within the above limit and term, the funds can be used on a rolling basis. This part of idle raised funds shall be returned to the special account of raised funds in time after the cash management expires.
(II) deliberation of the board of supervisors
After review, the board of supervisors believes that on the premise of ensuring the normal construction of investment projects with raised funds and the safety of raised funds, the company uses some idle raised funds for cash management, which is conducive to improving the use efficiency of raised funds, obtaining certain investment benefits, and will not affect the construction of projects with raised funds and the use of raised funds, There is no behavior of changing the purpose of the raised funds in a disguised form, and there is no situation that damages the interests of the company and all shareholders, especially minority shareholders; The deliberation and voting procedures of using some idle raised funds for cash management this time comply with the relevant provisions of laws and regulations and the articles of association.
It is agreed that the company and its wholly-owned subsidiaries shall conduct cash management on the idle raised funds of no more than 350 million yuan for the purchase of principal guaranteed financial products issued by banks or other financial institutions with high safety, good liquidity, meeting the principal guaranteed requirements and a product investment period of no more than 12 months. The investment period is 12 months from the date of deliberation and approval of the first extraordinary general meeting of shareholders in 2022. Within the above limit and term, the funds can be used on a rolling basis. This part of idle raised funds shall be returned to the special account of raised funds in time after the cash management expires. (III) opinions of independent directors
On the premise of ensuring that the normal progress of the investment plan of the raised funds and the safety of the raised funds are not affected, the company uses the idle raised funds of no more than 350 million yuan for cash management to purchase the principal guaranteed financial products issued by banks or other financial institutions with high safety, good liquidity, meeting the principal guaranteed requirements and the product investment period of no more than 12 months, It can effectively improve the use efficiency of raised funds and reduce operating costs, and there is no situation of changing the investment direction of raised funds in a disguised manner and damaging the interests of shareholders of the company, especially the interests of minority shareholders. The deliberation and voting procedures of using some idle raised funds for cash management this time comply with the provisions of relevant laws and regulations and the articles of association.
It is agreed that the company and its wholly-owned subsidiaries use idle raised funds of no more than RMB 350 million for cash management, and submit the matter to the first extraordinary general meeting of shareholders of the company in 2022 for deliberation. After the cash management of this part of idle raised funds expires, it shall be returned to the special account for raised funds in time.
(IV) verification opinions of the recommendation institution
After verification, Changjiang sponsor believes that the company and its wholly-owned subsidiaries' use of some idle raised funds for cash management has been deliberated and approved by the board of directors and the board of supervisors of the company, and the independent directors have expressed their independent opinions and fulfilled the necessary deliberation procedures. The company and its wholly-owned subsidiaries use part of the idle raised funds for cash management in accordance with the relevant provisions of 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, and the regulatory guidelines for listed companies No. 2 - regulatory requirements for the management and use of raised funds of listed companies, Changjiang sponsor has no objection to the company and its wholly-owned subsidiaries' plans to use idle raised funds of no more than 350 million yuan for cash management.
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(there is no text on this page, which is the signature page of Changjiang Securities Company Limited(000783) underwriting recommendation Co., Ltd. on Beijing Emerging Eastern Aviation Equipment Co.Ltd(002933) on the verification opinions of using some idle raised funds for cash management.) Sponsor representative:
Kong Lingrui, Li Haibo
Changjiang Securities Company Limited(000783) underwriting and recommendation Co., Ltd. February 28, 2022
