China Merchants Securities Co.Ltd(600999) , AVIC Securities Co., Ltd
About Avic Heavy Machinery Co.Ltd(600765)
Verification opinions on the implementation of related party transactions in 2021 and the forecast of related party transactions in 2022
China Merchants Securities Co.Ltd(600999) , AVIC Securities Co., Ltd. (hereinafter referred to as “sponsor”) as the sponsor of Avic Heavy Machinery Co.Ltd(600765) (hereinafter referred to as ” Avic Heavy Machinery Co.Ltd(600765) ” or “company”) non-public offering of A-Shares in 2021, In accordance with the measures for the administration of securities issuance and listing recommendation business (hereinafter referred to as the “recommendation measures”) and the Listing Rules of Shanghai Stock Exchange and other relevant laws, regulations and normative documents, the implementation of related party transactions in Avic Heavy Machinery Co.Ltd(600765) 2021 and the forecast of related party transactions in 2022 were carefully verified, and the following verification opinions were issued:
1、 Introduction to related parties and related relationships
1. Parent company
Parent company of enterprise law industry parent company notes human affairs registered capital to the name industry of the parent company, the nominal register of the enterprise and the enterprise, and the proportion of voting right ratio surface Pledged Shares in the organization code industry (%) （%）
Guizhou jinjiangguo
Aviation hydraulic Yougui Zhao – 6449809152 Shenzhen Kaifa Technology Co.Ltd(000021) 440000×3 21.81% 21.81% limited liability duyang kaiwan yuan
Company capital
2. Other related parties
Name of related party and organization code of the company
The controlling shareholder of Guizhou Aviation Industry (Group) Co., Ltd. 9152 Shenzhen Kaifa Technology Co.Ltd(000021) 44059353
Substantive controller of AVIC 91110 Berry Genomics Co.Ltd(000710) 935732k
Companies affiliated to China Aviation Industry Group Co., Ltd. are subject to China Aviation Industry Group Co., Ltd
Group Co., Ltd
Note: AVIC affiliated companies refer to all subsidiaries controlled by AVIC and all units within AVIC such as related enterprises and research institutes, hereinafter referred to as “AVIC affiliated companies”.
2、 Implementation of daily related party transactions in 2021
1. On April 2, 2021, the 2020 annual general meeting of shareholders of the company deliberated and approved the proposal on the implementation of the company’s daily connected transactions in 2020 and the prediction of daily connected transactions in 2021. The company expects the specific connected transactions in 2021 to be as follows:
Unit: 10000 yuan
Content of related party transactions predicted number of related enterprises in 2021 actual number completed in 2021 (%)
Sales products aviation industry affiliated companies 3 China Vanke Co.Ltd(000002) 9111171 97.04
Purchase of goods aviation industry affiliated companies 15 Csg Holding Co.Ltd(000012) 436083 82.91
Deposit balance AVIC finance has 30 Grandjoy Holdings Group Co.Ltd(000031) 667681 105.56 limited liability company
Loan balance AVIC finance has 2 China High-Speed Railway Technology Co.Ltd(000008) 8773.04 44.39 limited liability company
Loan interest expense AVIC finance has 15 Midea Group Co.Ltd(000333) 6.50 22.24 limited liability company
Accounts receivable without factoring AVIC finance has 150004518.00 30.12 limited liability company
Payment of rental fees for companies affiliated to aviation industry 2000324.58 16.23
Pay finance lease fees to companies affiliated to aviation industry 3000 – 0.00
Subtotal – 985 Telling Telecommunication Holding Co.Ltd(000829) 10147 84.17
Interest on current borrowings AVIC general aircraft Co., Ltd. Jiangsu Kanion Pharmaceutical Co.Ltd(600557) .64 92.94 Ren
Subtotal – Jiangsu Kanion Pharmaceutical Co.Ltd(600557) .64 92.94
Total – 985 Hpgc Renmintongtai Pharmaceutical Corporation(600829) 65911 84.18
3. Deposit balance: at the end of 2021, the company’s deposit balance in the finance company was 3166768100 yuan, which exceeded the predicted amount of related party transactions in 2021. The main reason is that the company received the goods in the account opened by the company in accordance with the law in AVIC Finance Co., Ltd. on December 31, 2021, and the company has transferred the deposits out in time within three working days, Keep the balance of deposits under control in 2021.
3、 Pricing principles of related party transactions
The five transaction agreements currently executed by the company, including the comprehensive service agreement, the framework agreement for the supply of products and services, the land use right lease agreement, the equipment financing lease agreement and the framework agreement for the supply and production assistance, were formulated in 2007 and implemented after being reviewed and approved by the general meeting of shareholders, and have not changed so far; The framework agreement on connected transactions was implemented after being deliberated and approved by the general meeting of shareholders in January 2019; The house lease agreement is determined with related parties according to the market price not higher than that leased to a third party under the same conditions; Financial services agreement dated
It will be implemented in April 2021 after being deliberated and approved by the 2020 annual general meeting of shareholders of the company.
4、 Forecast of daily related party transactions of the company in 2022
In 2022, the company will strictly follow the related party transaction agreement. The total amount of related party transactions in 2022 is expected to be 1195 million yuan. The items and amount of related party transactions are predicted as follows:
Content of related party transactions predicted number of related enterprises in 2022 (10000 yuan)
Sales of products and provision of labor 400000 affiliated companies of aviation industry
Procurement of goods and services 160000 affiliated companies of aviation industry
Deposit balance AVIC Finance Co., Ltd. 400000
The balance of loan is 200000 for companies affiliated to aviation industry
Loan interest expense: 15000 yuan for companies affiliated to aviation industry
Accounts receivable without factoring 15000 owned by AVIC
Rental fee: 5000 yuan for companies affiliated to aviation industry
Total 1195000
5、 Analysis on the impact of related party transactions on the company
The above related party transactions belong to continuous normal related party transactions, which are essential for the company to make full use of the resources and advantages owned by related parties, realize complementary advantages and rational allocation of resources, accelerate the development of the company, enhance the competitiveness of the company, and meet the daily production, operation and sustainable development. The price of related party transactions is fairly and reasonably determined according to market conditions. The transaction is conducted under the principle of fairness, which is conducive to improving the operating efficiency of the company, in line with the interests of the company and its shareholders, and will not damage the interests of non related party shareholders.
6、 Approval procedures for the performance of related party transactions
On March 11, 2022, the company held the 21st Meeting of the sixth board of directors, deliberated and adopted the proposal on the implementation of related party transactions in 2021 and the forecast of related party transactions in 2022. The related directors Mr. Zhang Yusong, Mr. Liu Liang and Mr. Ji Suchun avoided voting. The proposal shall be submitted to the general meeting of shareholders for deliberation and approval. Opinions of independent directors: 1. The above-mentioned daily connected transactions are carried out under the principles of voluntariness and good faith. The reasons for necessity and sustainability are reasonable and sufficient, the pricing method is objective and fair, and the transaction mode and price comply with the market rules, the interests of investors and the basic principle of maximizing the value of the company. The transaction has no impact on the independence of the listed company, and the company’s main business will not rely on or be controlled by related parties due to such transactions. 2. The voting of the above connected transactions is conducted under the principles of openness, fairness and impartiality, in line with the provisions of the company law, the securities law and other relevant laws, regulations and the articles of association, and there is no situation that damages the interests of the company and minority shareholders. To sum up, we agree to the proposal on the implementation of related party transactions in 2021 and the forecast of related party transactions in 2022.
7、 Opinions of the sponsor
After verification, the sponsor believes that: Avic Heavy Machinery Co.Ltd(600765) the related party transactions with related parties are based on the daily operation of the company, the decision-making procedures are legal and effective, and do not harm the interests of other shareholders; The prediction of related party transactions has been deliberated and approved by the board of directors of the company, and the independent directors of the company have expressed their consent, which meets the requirements of the administrative measures for securities issuance and listing recommendation business and the stock listing rules of Shanghai Stock Exchange. The sponsor has no objection to the implementation of the company’s related party transactions in 2021 and the forecast of related party transactions in 2022.
(signature and seal of the sponsor on the related party transaction in 2025)
Liu Zhao, Luo Shuang
