China Merchants Securities Co.Ltd(600999) , AVIC Securities Co., Ltd
About Avic Heavy Machinery Co.Ltd(600765)
Verification opinions on the deposit and actual use of raised funds in 2021
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) (hereinafter referred to as the " Avic Heavy Machinery Co.Ltd(600765) " or "company") non-public offering of A-Shares in 2021, in accordance with the administrative measures for securities issuance and listing sponsor business, the Listing Rules of Shanghai Stock Exchange and other relevant laws According to the regulations and normative documents, the deposit and actual use of raised funds in Avic Heavy Machinery Co.Ltd(600765) 2021 were verified, and the verification opinions are as follows:
1、 Basic information of raised funds
(I) non public offering of shares in 2018
On February 15, 2019, the company held the first extraordinary general meeting of shareholders in 2019, deliberated and adopted the proposal on the company's compliance with the conditions for non-public development of a shares. On August 16, 2019, the company's application for non-public offering of A-Shares was approved by the issuance Audit Committee of the CSRC. On October 16, 2019, the CSRC issued the reply on approving Avic Heavy Machinery Co.Ltd(600765) non-public Development Bank shares (zjxk [2019] No. 1851) to the company to approve matters related to the company's non-public offering and listing, and the company submitted to the central enterprise industrial investment fund for poor areas Co., Ltd Beijing Guofa aero engine industry investment fund center (limited partnership), Guangdong Wenshi Investment Co., Ltd., AVIC Capital Holding Co., Ltd. and AVIC general aircraft Co., Ltd. issued non-public shares. The actual non-public issuance of 155 New Guomai Digital Culture Co.Ltd(600640) A shares was at a price of 8.53 yuan per share, The total amount of raised funds is 132727345920 yuan, after deducting the issuance expenses of 2573000000 yuan, the net amount of actually raised funds is 130154345920 yuan, of which the paid in capital (share capital) is 155 New Guomai Digital Culture Co.Ltd(600640) 00 yuan, and the premium part is included in the capital reserve after deducting the expenses related to the issuance - the share capital premium is 114594281920 yuan. On December 9, 2019, the capital verification of the raised funds from the non-public offering of shares was completed, and Lixin Certified Public Accountants (special general partnership) issued capital verification reports (xksbz [2019] No. za15889 and xksbz [2019] No. za15900) on the availability of the raised funds.
As of December 31, 2021, the company has invested 86908180789 yuan in the raised fund projects, of which: the company invested 21312148242 yuan in the raised fund projects with its own funds in advance before the raised funds are in place; That is, RMB 21312148242 of the raised funds were used during the accounting period from June 19, 2018 to February 29, 2020; From March 1, 2020 to December 31, 2021, 65596032547 yuan of raised funds was used. As of December 31, 2021, the balance of the raised funds is RMB 45710035372 (including the net amount of 2463870241 yuan of accumulated bank deposit interest minus bank handling charges).
(II) non public offering of shares in 2021
On February 4, 2021, the company held the first extraordinary general meeting of shareholders in 2021, deliberated and passed the proposal on the company's compliance with the conditions for non-public development of A-Shares and other relevant proposals. On April 2, 2021, the company held the 2020 annual general meeting of shareholders, deliberated and approved the proposal on Avic Heavy Machinery Co.Ltd(600765) 2021 non-public development plan for A-Shares (Revised Draft) and other relevant proposals. On April 9, 2021, the company's application for non-public offering of A-Shares was examined and approved by the issuance examination committee of China Securities Regulatory Commission. On May 6, 2021, China Securities Regulatory Commission issued the reply on approving Avic Heavy Machinery Co.Ltd(600765) non-public Development Bank shares (zjxk [2021] No. 1471) to the company to approve matters related to the non-public offering and listing of the company. The company submitted to the national military civilian integration industry investment fund Co., Ltd., the central enterprise industrial investment fund for poor areas Co., Ltd Guohua Life Insurance Co., Ltd. - traditional No. 7, Shanghai juming Investment Management Co., Ltd. - juming Duoji No. 6 private securities investment fund, Shanghai juming Investment Management Co., Ltd. - juming Yongjin No. 6 private securities investment fund, Li Baichun, China Securities Co.Ltd(601066) , Taiping Asset Management Co., Ltd. - Taiping asset management - China Merchants Bank Co.Ltd(600036) - dingzeng No. 36 asset management product AVIC Capital Holding Co., Ltd. and China Aviation Technology Industry Co., Ltd. issued non-public shares. The actual non-public issuance of 111957796 A shares was at a price of 17.06 yuan per share, with a total amount of raised funds of 19099999976 yuan, After deducting the issuance expenses of 3777358490 yuan (the input tax is 226641510 yuan, totaling 4004000000 yuan), the net amount of the actually raised funds is 187222641486 yuan, including 11195779600 yuan included in the capital stock, and the premium part is included in the capital reserve after deducting the expenses related to the issuance - the capital stock surplus is 176026861886 yuan.
On June 11, 2021, the capital verification of the raised funds from the non-public offering of shares was completed, and Dahua Certified Public Accountants (special general partnership) issued Dahua Yan Zi [2021] No. 000317 and Dahua Yan Zi [2021] No. 000318 capital verification reports on the availability of the raised funds.
As of December 31, 2021, the company has invested 3 Shanghai Pudong Development Bank Co.Ltd(600000) 000 yuan in the project of raising funds through non-public offering of shares in 2021, and the balance of the special account for raising funds is 185045721133 yuan (including the net amount of 1649721157 yuan of accumulated bank deposit interest minus bank handling fees).
2、 Deposit and management of raised funds
In order to standardize the management of the company's raised funds, improve their use efficiency and effectively protect the interests of investors, the company issued the detailed rules for the implementation of Avic Heavy Machinery Co.Ltd(600765) raised funds management (Trial) on September 11, 2009, which clearly stipulates the storage, use management, use report, use supervision and other aspects of the raised funds.
(I) non public offering of shares in 2018
According to the management measures for the use of Avic Heavy Machinery Co.Ltd(600765) raised funds and the implementation rules for the management of Avic Heavy Machinery Co.Ltd(600765) raised funds (for Trial Implementation), the company adopts a special account storage system for the raised funds. In order to standardize the use and management of raised funds and protect the rights and interests of investors, in accordance with the guidelines for the supervision of listed companies No. 2 - regulatory requirements for the management and use of raised funds by listed companies and other relevant laws and regulations and the measures for the administration of Avic Heavy Machinery Co.Ltd(600765) raised funds, on December 30, 2019, the company and Agricultural Bank Of China Limited(601288) Guiyang Wudang sub branch China Citic Bank Corporation Limited(601998) Guiyang Jinyang sub branch, Industrial And Commercial Bank Of China Limited(601398) Guiyang Nanming sub branch, the sponsor China Merchants Securities Co.Ltd(600999) and AVIC Securities Co., Ltd. signed the tripartite supervision agreement for raised funds; The implementation subjects of the company's raised investment projects (Shaanxi Hongyuan aviation Forging Co., Ltd., Guizhou anda aviation Forging Co., Ltd., Guizhou Yonghong Aviation Machinery Co., Ltd. and AVIC Liyuan Hydraulic Co., Ltd.) as Party A and China Construction Bank Corporation(601939) Sanyuan County sub branch, Agricultural Bank Of China Limited(601288) Anshun Qianzhong sub branch, Industrial And Commercial Bank Of China Limited(601398) Guiyang Xiaohe sub branch Guiyang Securities Co., Ltd. and Wudang Securities Co., Ltd. signed the fund raising agreement. There is no significant difference between the above agreement and the tripartite supervision agreement (model) on the storage of special account for raised funds formulated by Shanghai Stock Exchange.
As of December 31, 2021, the storage of raised funds is listed as follows:
Monetary unit: RMB
Account name bank name account number closing balance
Avic Heavy Machinery Co.Ltd(600765) Agricultural Bank Of China Limited(601288) Guiyang 232100010400140565044902775
Wudang sub branch
Avic Heavy Machinery Co.Ltd(600765) China Citic Bank Corporation Limited(601998) Guiyang Branch 81132010130 Sinosteel Engineering & Technology Co.Ltd(000928) 0212660221739
Avic Heavy Machinery Co.Ltd(600765) Industrial And Commercial Bank Of China Limited(601398) Guiyang
Nanming sub branch 24020048292 Luyan Phapma Co.Ltd(002788) 7226594631736
Shaanxi Hongyuan aviation Forging Co., Ltd. China Construction Bank Corporation(601939) Sanyuan
Rengong County sub branch 610501637208000013771497.71
AVIC Liyuan Hydraulic Co., Ltd. Agricultural Bank Of China Limited(601288) Guiyang
Siwudang sub branch 23210001040014080123316684
Guizhou anda aviation Forging Co., Ltd. Agricultural Bank Of China Limited(601288) Anshun
Ren company Qianzhong sub branch 2344010400134891284786870
Guizhou Yonghong Aviation Machinery Co., Ltd. Industrial And Commercial Bank Of China Limited(601398) Guiyang
Ren company Xiaohe sub branch 240200 China Yangtze Power Co.Ltd(600900) 350091920257.97
Total 45710035372
(II) non public offering of shares in 2021
According to the management measures for the use of Avic Heavy Machinery Co.Ltd(600765) raised funds and the implementation rules for the management of Avic Heavy Machinery Co.Ltd(600765) raised funds (for Trial Implementation), the company adopts a special account storage system for the raised funds. In order to standardize the use and management of raised funds and protect the rights and interests of investors, in accordance with the guidelines for the supervision of listed companies No. 2 - regulatory requirements for the management and use of raised funds by listed companies, the measures for the administration of raised funds by listed companies of Shanghai Stock Exchange (revised in 2013) and other relevant laws and regulations, as well as the measures for the administration of Avic Heavy Machinery Co.Ltd(600765) raised funds, On June 25, 2021, the company signed the tripartite supervision agreement on raised funds with Agricultural Bank Of China Limited(601288) Guiyang Wudang sub branch, China Citic Bank Corporation Limited(601998) Ruijin sub branch, Industrial And Commercial Bank Of China Limited(601398) Guiyang Nanming sub branch, China Construction Bank Corporation(601939) Hebin sub branch, the sponsor China Merchants Securities Co.Ltd(600999) and AVIC Securities Co., Ltd; As Party A, the implementation entities of the company's raised investment projects (Shaanxi Hongyuan aviation Forging Co., Ltd. and Guizhou anda aviation Forging Co., Ltd.) signed the tripartite supervision agreement on raised funds with China Construction Bank Corporation(601939) Sanyuan County sub branch, Bank Of China Limited(601988) Anshun Branch, the sponsor China Merchants Securities Co.Ltd(600999) and AVIC Securities Co., Ltd. There is no significant difference between the above agreement and the tripartite supervision agreement (model) on the storage of special account for raised funds formulated by Shanghai Stock Exchange.
As of December 31, 2021, the storage of raised funds is listed as follows:
Monetary unit: RMB
Account name bank name account number closing balance
Avic Heavy Machinery Co.Ltd(600765) Agricultural Bank Of China Limited(601288) Guiyang 2321000104 Chongqing Zongshen Power Machinery Co.Ltd(001696) 067591509383
Wudang sub branch
Avic Heavy Machinery Co.Ltd(600765) China Citic Bank Corporation Limited(601998) Guiyang Branch 8113201013 Ji Yao Holding Group Co.Ltd(300108) 69246587782761
Avic Heavy Machinery Co.Ltd(600765) Industrial And Commercial Bank Of China Limited(601398) Guiyang
Nanming sub branch 240200482920037660867593960151
Avic Heavy Machinery Co.Ltd(600765)
