China Merchants Securities Co.Ltd(600999) , AVIC Securities Co., Ltd
About Avic Heavy Machinery Co.Ltd(600765)
On site inspection report of continuous supervision 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 guidelines for the continuous supervision of listed companies of Shanghai Stock Exchange and other relevant laws and regulations, China Merchants Securities Co.Ltd(600999) AVIC Securities Co., Ltd. (hereinafter referred to as the “sponsor”) is responsible for the continuous supervision of Avic Heavy Machinery Co.Ltd(600765) (hereinafter referred to as the “company”) as the sponsor of the non-public offering of A-Shares in 2021, From March 9, 2022 to March 11, 2022, the company conducted on-site inspection on the standardized operation of the company in 2021. The work of this on-site inspection is reported as follows: I. Basic information of this on-site inspection
On site inspection time: March 9, 2022 to March 11, 2022
On site inspection contents: corporate governance and internal control in 2021, information disclosure, independence of the company, capital exchanges with controlling shareholders, actual controllers and other related parties, use of raised funds, related party transactions, external guarantees, major external investment, operation status, etc.
On site inspection means: checked the documents of the three previous meetings held during the continuous supervision of Avic Heavy Machinery Co.Ltd(600765) non-public offering and listing, retrieved the flow of the raised funds account of the listed company and other materials, checked the main production and operation sites of the company, inspected the implementation of the internal control system and information disclosure, and verified the major contract materials of the company, We learned about the development of the industry and the operation of the company, interviewed relevant personnel of the company, and completed the on-site inspection report on the basis of the above work. 2、 Opinions on on-site inspection items one by one
(I) corporate governance and internal control
The recommendation institution consulted Avic Heavy Machinery Co.Ltd(600765) the articles of association, the rules of procedure of the third meeting and other documents, obtained the documents of the third meeting during the continuous supervision period, verified the operation of the third meeting, and interviewed the main relevant personnel of the company.
After verification, the sponsor believes that Avic Heavy Machinery Co.Ltd(600765) ‘s corporate governance mechanism can play a more effective role, the rules of procedure of the general meeting of shareholders, the board of directors and the board of supervisors are well implemented, and there are no violations of the articles of association and relevant laws and regulations. The company has established sound rules and regulations in accordance with the company law, securities law and other laws and regulations. All departments have clear responsibilities and management systems, and all departments and posts have business rights
The recommendation institution consulted the company’s information disclosure system and the disclosed announcements and relevant materials, checked whether it complied with the information disclosure system and whether the disclosed contents were true, accurate and complete, and focused on the inquiry and understanding of the documents related to the three sessions.
After verification, the recommendation institution believes that as of the date of issuance of this report, Avic Heavy Machinery Co.Ltd(600765) has formulated a complete information disclosure system, which complies with the provisions of the Shanghai Stock Exchange Stock Listing Rules, the measures for the administration of information disclosure of listed companies and other relevant laws and regulations, has truly, accurately and completely fulfilled the obligation of information disclosure, and there is no false record in information disclosure Misleading statements and material omissions.
(III) independence and capital transactions with controlling shareholders, actual controllers and other related parties
The recommendation institution consulted relevant institutional documents, relevant meeting minutes, resolutions and announcements, consulted the accounts of capital transactions between the controlling shareholder, actual controller and other related parties and the listed company, and communicated with the financial personnel.
After inspection, the sponsor believes that as of the date of issuance of this report, the assets, personnel, finance, institutions and business independence between the company and the controlling shareholders and actual controllers during the continuous supervision period is good, and there is no illegal occupation of the company’s funds by the controlling shareholders, actual controllers and other related parties.
(IV) use of raised funds
Avic Heavy Machinery Co.Ltd(600765) all the raised funds from non-public offering of shares have been deposited in the special account for raised funds, and the supervision agreement for raised funds has been signed with the bank opening the special account and the recommendation institution respectively. The recommendation institution has consulted the bank statements, large amount original vouchers and other materials related to the use of raised funds.
After verification, the sponsor believes that the company has established the raised funds management system and signed the raised funds supervision agreement. During the continuous supervision period, the company has not violated the terms of the supervision agreement. The company has used the raised funds in accordance with the relevant replies of the regulatory authorities and the promised purposes in the relevant information disclosure documents, The raised funds are not occupied by the controlling shareholders and actual controllers of the company, and there are no major violations of the use of the raised funds or changes in the use of the raised funds, There are no other violations of the relevant laws and regulations such as the guidelines for the supervision of listed companies No. 2 – regulatory requirements for the management and use of funds raised by listed companies and the measures for the administration of funds raised by listed companies of Shanghai Stock Exchange.
(V) related party transactions, external guarantees and major foreign investment
The recommendation institution consulted the articles of association, the resolutions of the general meeting of shareholders, the board of directors and the board of supervisors, the annual report and other information disclosure documents, as well as the major related party transactions during the supervision period.
After verification, the sponsor believes that Avic Heavy Machinery Co.Ltd(600765) has the situation that the deposit balance of related parties in 2021 exceeds the annual forecast amount by 5.56%. Avic Heavy Machinery Co.Ltd(600765) has transferred out the deposit within 3 working days after the occurrence of this situation, raised the upper limit of the expected deposit balance of related parties in the next year, and standardized the decision-making authority and decision-making mechanism of related transactions. Except for the above situations, Avic Heavy Machinery Co.Ltd(600765) during the continuous supervision period, there was no violation of related party transactions or damage to the interests of minority shareholders.
(VI) operating conditions
The recommendation institution consulted the company’s quarterly report, annual report and relevant financial data, and the annual report of Listed Companies in the same industry to understand the latest situation of the company’s industry and communicated with the company’s executives.
After verification, the sponsor believes that the business model of the company has not changed significantly, the main business has developed steadily, and the market prospect and business environment of the company’s main products have not changed significantly.
(VII) other matters that the recommendation institution considers should be subject to on-site inspection
III. matters and suggestions brought to the attention of listed companies
Draw the company’s continuous attention to the relevant regulations and rules of China Securities Regulatory Commission, Shanghai Stock Exchange and other regulatory authorities, and timely improve and standardize the relevant rules and regulations of corporate governance and internal control. It is suggested that the directors, supervisors, senior managers and relevant personnel of the company actively organize and strengthen the study of the latest relevant laws and regulations of Shanghai Stock Exchange, so as to promote the more standardized operation of the company. 4、 Are there any matters that should be reported to the CSRC and the exchange in accordance with the measures for the administration of securities issuance and listing recommendation business and the relevant provisions of the exchange
In this on-site inspection, the recommendation institution believes that Avic Heavy Machinery Co.Ltd(600765) there are no matters that should be reported to the CSRC and Shanghai Stock Exchange in accordance with the administrative measures for securities issuance and listing recommendation business and the relevant rules of Shanghai Stock Exchange.
5、 Cooperation of listed companies and other intermediaries
For the on-site inspection of the sponsor, Avic Heavy Machinery Co.Ltd(600765) and other intermediaries actively cooperated to provide the required documents and materials, and arranged inspectors to interview and conduct on-site research with relevant personnel of the company, which facilitated the on-site inspection of the sponsor.
6、 On site inspection conclusion
After on-site inspection, the recommendation institution believes that the corporate governance is standardized and a relatively perfect internal control system has been established; The implementation of information disclosure is good; Complete assets, complete independence of business, finance, institutions and personnel, and no illegal occupation of the company’s resources by related parties; Strictly abide by the use system of raised funds, and there is no illegal use of raised funds; There are no major violations of laws and regulations in connected transactions; The company’s business model and product variety structure have not undergone major adverse changes, and the corporate governance and operation management are normal, which meets the requirements of the measures for the administration of securities issuance and listing recommendation business and the stock listing 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 continuous supervision on-site inspection report) sponsor representative:
Liu Zhao, Luo Shuang
China Merchants Securities Co.Ltd(600999) mm / DD / yyyy
