China Merchants Securities Co.Ltd(600999) , AVIC Securities Co., Ltd
About Avic Heavy Machinery Co.Ltd(600765)
Verification opinions on the actual amount of daily connected transactions with affiliated companies exceeding the forecast in 2021
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, we have carefully verified the excess of the actual amount of connected transactions with affiliated companies in Avic Heavy Machinery Co.Ltd(600765) 2021, and issued the following verification opinions:
1、 The actual amount of daily connected transactions exceeds the estimated total amount
The company held the 17th meeting of the 6th board of directors on March 10, 2021, deliberated and adopted the proposal on the implementation of daily connected transactions in 2020 and the forecast of daily connected transactions in 2021, which was deliberated and adopted by the 2020 annual general meeting of shareholders on April 2, 2021. Due to the significant year-on-year growth of the company's aviation product revenue in 2021 and the particularity of the company's industry, most of the collection is concentrated in the fourth quarter, resulting in the actual amount of some daily related party transactions between the company and AVIC in 2021 exceeding the expected amount. According to the statistics of the company's finance department and the audit of the company in 2021 by the audit institution, the actual amount of the company's daily connected transactions in 2021 exceeds the expected amount as follows: unit: 10000 yuan
Proportion of actual excess of related party transactions in 2021 to the amount of excess of the predicted number of related enterprises in the latest content of the listed company in 2021 proportion of audited net assets in phase I
AVIC group
Deposit balance finance limited liability 30 Grandjoy Holdings Group Co.Ltd(000031) 6676811667681 5.56% 1.78%
company
Total - 30 Grandjoy Holdings Group Co.Ltd(000031) 6676811667681 5.56% 1.78%
At the end of 2021, the company's deposit balance in the finance company was 3166768100 yuan, which exceeded the forecast amount of related party transactions in 2021. The main reason was that the company received the payment in the account opened by the company in accordance with the law in AVIC Finance Co., Ltd. on December 31, 2021, and the company had transferred the deposit out in time within three working days, Keep the deposit balance within the forecast of 2021
2、 Introduction to related parties and related relationships
Legal representative: Dong Yuan
Registered capital: RMB 250 million
Registered address: No. 10 b, Middle East Third Ring Road, Chaoyang District, Beijing
Date of establishment: May 14, 2007
Main business: Insurance concurrent agency business (the insurance concurrent agency business license is valid until December 7, 2023); Handle financial and financing consulting, credit assurance and related consulting and agency business for member units; Assist member units to realize the receipt and payment of transaction funds; Provide guarantee to member units; Handle entrusted loans and entrusted investment between member units; Handle bill acceptance and discount for member companies; Handle the internal transfer settlement between member units and the corresponding settlement and clearing scheme design; Absorbing deposits from member units; Handle loans and financial leases for member units; Engage in interbank lending; Issue financial corporate bonds upon approval; Underwriting corporate bonds of member units; Equity investment in financial institutions; Investments in securities other than investments in the secondary stock market; Consumer credit and buyer's credit of products of member units.
AVIC Finance Co., Ltd. and the company are controlled by AVIC and have a related relationship with the company.
AVIC Finance Co., Ltd. is not a dishonest person.
3、 Pricing principles of related party transactions
The related party transaction exceeding the expected part is to carry out deposit business in related parties. The pricing policy and basis of the related party transactions exceeding the expectation shall be implemented in accordance with the financial service framework agreement signed by the company and related parties.
4、 Purpose and 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.
5、 Prior approval and independent opinions of independent directors
The independent directors of the company carefully reviewed the matters that the actual amount of daily connected transactions in 2021 exceeded the expected amount, and agreed to submit them to the board of directors of the company for deliberation, And expressed independent opinions on this matter: the related party transactions involved in the company's proposal on the actual daily related party transactions with related companies in 2021 exceeding the forecast are for the needs of the company's production and operation development and in line with the actual situation of the company. The price of the company's related party transactions is fair and reasonable, which reflects the market-oriented principle of fairness, openness and impartiality, and there is no damage to the interests of the company and minority shareholders. The increase in the actual amount of the above daily related party transactions will not affect the independence of the company, and the company will not rely on related parties. When the board of directors of the company deliberates the above matters, the voting procedures of the board of directors comply with the provisions of relevant laws, regulations, normative documents and the articles of association, and the voting procedures are legal and effective.
6、 Recommendation institution
After verification, the sponsor believes that: Avic Heavy Machinery Co.Ltd(600765) in 2021, the actual amount of daily related party transactions with related companies exceeding the forecast meets the needs of the company's business activities. The above related party transactions follow the principles of fairness, openness, fairness and reasonableness, the transaction method conforms to the market rules, the transaction price is fair, and does not damage the company and its non related shareholders Especially the interests of minority shareholders.
Related party transactions have been voted by the board of directors of the company, related directors have avoided voting, independent directors have expressed prior approval and independent opinions, and the voting procedure is legal and effective. The above deliberation procedures and information disclosure meet the requirements of the measures for the administration of securities issuance and listing recommendation business and the stock listing rules of Shanghai Stock Exchange. The recommendation institution has no objection to the fact that the amount of daily related party transactions actually occurred between the company and related companies in 2021 exceeds the forecast.
(there is no text on this page, which is the signature and seal page of China Merchants Securities Co.Ltd(600999) opinions on the verification of the actual amount of daily connected transactions with affiliated companies exceeding the forecast in Avic Heavy Machinery Co.Ltd(600765) 2021) sponsor representative:
Liu Zhao, Luo Shuang
China Merchants Securities Co.Ltd(600999) 2022 (there is no text on this page, which is the signature and seal page of AVIC Securities Co., Ltd. on the verification opinions on the actual daily connected transaction amount with affiliated companies exceeding the forecast in Avic Heavy Machinery Co.Ltd(600765) 2021)
