China Merchants Securities Co.Ltd(600999) , AVIC Securities Co., Ltd
Annual report on continuous supervision in Avic Heavy Machinery Co.Ltd(600765) 2021
Recommendation representative and contact information of recommendation institution code and abbreviation of listed company
Liu Zhao, 075582853117
China Merchants Securities Co.Ltd(600999)
Luo Shuang, 075582853117
Mao Jun, 01064818495 Avic Heavy Machinery Co.Ltd(600765) , Avic Heavy Machinery Co.Ltd(600765)
AVIC Securities Co., Ltd
Chen Jing, 02123563566
Approved by the reply on approving Avic Heavy Machinery Co.Ltd(600765) non-public development of shares (zjxk [2021] No. 1471) of China Securities Regulatory Commission, Avic Heavy Machinery Co.Ltd(600765) (hereinafter referred to as " Avic Heavy Machinery Co.Ltd(600765) " or "the company") non publicly issued 111957796 new shares (hereinafter referred to as "this issuance") to specific investors at a price of 17.06 yuan / share, The total amount of funds raised is 19099999976 yuan, and the actual net amount of funds raised after deducting underwriting and recommendation fees and other issuance expenses is 187222641486 yuan. Dahua Certified Public Accountants (special general partnership) issued "Dahua Yan Zi [2021] No. 000318" capital verification report to verify the availability of the above raised funds. All the raised funds have been deposited in the special account for raised funds for management.
China Merchants Securities Co.Ltd(600999) , AVIC Securities Co., Ltd. (hereinafter referred to as the "sponsor") as the sponsor of Avic Heavy Machinery Co.Ltd(600765) non-public offering of shares, according to the measures for the administration of securities issuance and listing sponsor business and the rules for the listing of shares of Shanghai Stock Exchange The regulations on the administration of funds raised by listed companies of Shanghai Stock Exchange and the guidelines for the continuous supervision of listed companies of Shanghai Stock Exchange and other relevant regulations and normative documents have continuously supervised Avic Heavy Machinery Co.Ltd(600765) and now the continuous supervision work in 2021 is reported as follows: I. the continuous supervision work of the sponsor
China Merchants Securities Co.Ltd(600999) , as the sponsor and lead underwriter of this offering, AVIC Securities Co., Ltd. has determined the content and focus of continuous supervision according to the specific situation of the company, conducted daily continuous supervision on the company through daily communication and regular return visit, and carried out the following related work:
No. implementation of work content
The recommendation institution has established, improved and effectively implemented 1. It has established, improved and effectively implemented the continuous supervision system, and has formulated corresponding work plans according to the continuous supervision work of the company and the specific conditions of the company
According to the relevant provisions of the CSRC, before the continuous supervision work begins, the recommendation institution has signed a continuous supervision agreement with the listed company or relevant parties, which has defined the rights and obligations of both parties during the continuous supervision period, and reported to Shanghai Securities for its rights and obligations during the continuous supervision period
Record of stock exchange
No. implementation of work content
During the continuous supervision period, the recommendation institution has carried out continuous supervision on listed companies through daily communication, regular return visit, on-site inspection and other means, such as regular communication, regular or irregular return supervision visit, on-site office and so on
During the period of continuous supervision, the listed company shall be punished for violation of laws and regulations in accordance with relevant regulations
4. If the matter is publicly announced, it shall report to Shanghai Securities Exchange before disclosure, and there is no violation of laws and regulations
The report shall be published on the designated media after being reviewed by Shanghai Stock Exchange
Notice
During the period of continuous supervision, if the listed company or related parties violate laws and regulations, and the company or related parties have no violations of laws, regulations, commitments and other matters, they shall comply with the regulations, commitments and other matters from the day they are found or should be found
Report to Shanghai Stock Exchange within five working days from
Supervise listed companies and their directors, supervisors and senior managers to comply with
6. There is no violation of laws, regulations, departmental rules and regulations issued by Shanghai Stock Exchange
Rules of procedure and other normative documents, and earnestly implement their decisions
Commitments
Supervise listed companies to establish, improve and effectively implement the corporate governance system, and urge the company to strictly implement the corporate governance system, 7 including but not limited to the rules of procedure of the general meeting of shareholders, the board of directors and the board of supervisors
And the code of conduct of directors, supervisors and senior managers
Supervise listed companies to establish, improve and effectively implement internal control systems, including
But not limited to the financial management system, accounting system and internal audit, supervise and urge the company to strictly implement the internal control system 8 system, as well as the use of raised funds, related party transactions, external guarantee and degree
Foreign investment, derivatives trading, control of subsidiaries and other major economic
Procedures and rules for business decision-making, etc
Supervise listed companies to establish, improve and effectively implement the information disclosure system, urge the company to strictly implement the information disclosure system, 9 review the information disclosure documents and other relevant documents, and have sufficient reasons to review the information disclosure documents and other documents that are convinced that the documents submitted by listed companies to Shanghai Stock Exchange are not relevant documents, See "II. False records, misleading statements or major omissions in the review of information disclosure" for details
Information disclosure documents of listed companies and to the CSRC and Shanghai
Other documents submitted by the stock exchange shall be reviewed in advance and the existing problems shall be solved
10. The listed company shall be urged to correct or supplement the information disclosure documents of the problem in a timely manner. For more details, see "II. Review of information disclosure". If the listed company fails to correct or supplement, it shall report to the public in a timely manner
Report of Shanghai Stock Exchange
Review the undisclosed information of the listed company in advance
Within five trading days after the listed company performs its obligation of information disclosure
11. For the review of relevant documents, see "II. Review of information disclosure" for the information disclosure with problems. The listed company shall be urged to correct or supplement in time, and the listed company shall not
Any correction or supplement shall be reported to Shanghai Stock Exchange in time
Pay attention to the listed company or its controlling shareholders, actual controllers, directors
During the period of administrative punishment and continuous supervision by the CSRC, the supervisors and senior managers, Avic Heavy Machinery Co.Ltd(600765) failed to go out of the 12 sea stock exchange for disciplinary punishment or were involved in such matters by the Shanghai Stock Exchange
Have the supervision notice, and urge them to improve the internal control system
And take measures to correct it
Continue to pay attention to the situation that Avic Heavy Machinery Co.Ltd(600765) does not have 13 commitments during the continuous supervision period of listed companies, controlling shareholders and actual controllers, and the listed companies, controlling shareholders and actual controllers fail to fulfill their commitments
Those who fail to fulfill their commitments shall report to the Shanghai Stock Exchange in a timely manner
Pay attention to the reports of public media on listed companies and timely target the market
Rumor check.
After verification, it is found that the listed company has problems that should be disclosed
14. If the major matters not disclosed or the information disclosed is inconsistent with the facts, during the continuous supervision, Avic Heavy Machinery Co.Ltd(600765) does not come out, the listed company shall be urged to truthfully disclose or clarify in time; The listed company shall disclose such matters
If the company does not disclose or clarify, it shall report to Shanghai Stock Exchange in time
Sue
In case of any of the following circumstances, the sponsor shall urge the listed company to make continuous supervision, Avic Heavy Machinery Co.Ltd(600765) fails to give 15 explanations and make corrections within a time limit, and report to the Shanghai Stock Exchange at the same time:
(I) the listed company is suspected of violating the listing rules and other Shanghai Securities
No. implementation of work content
Relevant business rules of the exchange; (II) securities service institutions and their signatures
The professional opinions issued by the staff may be false and misleading
Violation of laws and regulations or other improper situations such as statements or major omissions;
(III) listed companies appear in articles 71 and 71 of the recommendation measures
Circumstances stipulated in Article 72; (IV) listed companies do not cooperate with sponsors
Continuous supervision of personnel; (V) Shanghai Stock Exchange or sponsor
Other situations deemed necessary
Formulate the on-site inspection work plan for listed companies, clarify the relevant work requirements of on-site inspection, ensure the quality plan of on-site inspection, and clarify the work requirements of on-site inspection
A listed company shall know or should know of any of the following circumstances:
Within 15 days from the date of the announcement or within the time limit required by the Shanghai Stock Exchange
Special on-site inspection of listed companies: (I) holding shares
East, actual controller or other related parties occupy the listed company for non operating purposes
17. Division funds; (II) providing guarantee for others in violation of regulations; (III) during the period of continuous supervision in violation of regulations, Avic Heavy Machinery Co.Ltd(600765) did not use the raised funds; (IV) illegal securities investment and Hedging
Value business, etc; (V) related party transactions are obviously unfair or fail to perform approval
Procedures and information disclosure obligations; (VI) loss of performance or business
The profit decreased by more than 50% over the same period of last year; (VII) Shanghai Stock Exchange
Other circumstances required by Yi
Check the bank reconciliation of the special account for raised funds, continue to pay attention to the storage of the issuer's special account for raised funds, the list of investment projects and the statement of the use of raised funds, and continue to pay attention to the storage of Avic Heavy Machinery Co.Ltd(600765) raised funds in the special account with 18 commitments Implementation of investment projects, etc
2、 Review of information disclosure
According to the measures for the administration of securities issuance and listing recommendation business and the guidelines for the continuous supervision of listed companies of Shanghai Stock Exchange, the recommendation institution reviewed the information disclosure documents announced in Shanghai Stock Exchange in Avic Heavy Machinery Co.Ltd(600765) 2021 before or after the event, and checked the content and format of the information disclosure documents and the relevant procedures to be performed, The main examination aspects include: reviewing the content and format of the information disclosure documents, reviewing whether the contents of the announcement are true, accurate and complete, and making sure that there are no false records, misleading statements and major omissions in the disclosure contents; Review whether the convening and convening procedures of the general meeting of shareholders, the board of directors and the board of supervisors are legal and compliant; Review whether the qualifications of the attendees of the general meeting of shareholders, the board of directors and the board of supervisors meet the provisions, and whether the proposal and voting procedures comply with the articles of association.
After verification, the recommendation institution believes that Avic Heavy Machinery Co.Ltd(600765) has carried out information disclosure activities in strict accordance with the company law, the securities law and the relevant provisions of the securities regulatory authorities, and the information disclosure is true, accurate, complete and timely. There are no matters that should be disclosed but not disclosed, and there are no false records, misleading statements or major omissions. 3、 Whether the company has any matters that should be reported to CSRC and Shanghai stock exchange according to the measures for the administration of securities issuance and listing recommendation business and the relevant rules of Shanghai Stock Exchange
After verification, Avic Heavy Machinery Co.Ltd(600765) there are no matters that should be reported to the CSRC and Shanghai stock exchange according to the measures for the administration of securities issuance and listing recommendation business and the relevant rules of Shanghai Stock Exchange.
(no text below this page)
(there is no text on this page, which is the signature and seal page of China Merchants Securities Co.Ltd(600999) on Avic Heavy Machinery Co.Ltd(600765) 2021 annual report on continuous supervision) sponsor representative:
Liu Zhao, Luo Shuang
China Merchants Securities Co.Ltd(600999) mm / DD / yyyy
