About Guangzhou Haige Communications Group Incorporated Company(002465)
Deposit and use of raised funds in 2021
Assurance report of special report
Xin Hui Shi Bao Zi [2022] No. zc10065 Guangzhou Haige Communications Group Incorporated Company(002465) all shareholders:
We are entrusted to carry out reasonable assurance on the attached special report on the deposit and use of raised funds of Guangzhou Haige Communications Group Incorporated Company(002465) (hereinafter referred to as ” Guangzhou Haige Communications Group Incorporated Company(002465) “) in 2021 (hereinafter referred to as “special report on raised funds”).
1、 Responsibilities of the board of directors
Guangzhou Haige Communications Group Incorporated Company(002465) the responsibility of the board of directors is to comply with the guidelines for the supervision of listed companies No. 2 – regulatory requirements for the management and use of raised funds by listed companies (revised in 2022) (CSRC announcement [2022] No. 15) of China Securities Regulatory Commission Prepare a special report on raised funds in accordance with the relevant provisions of the guidelines for self-regulation and supervision of listed companies of Shenzhen Stock Exchange No. 1 – standardized operation of listed companies on the main board and the guidelines for self-regulation and supervision of listed companies of Shenzhen Stock Exchange No. 2 – announcement format. This responsibility includes designing, implementing and maintaining the internal control related to the preparation of the special report on raised funds to ensure that the special report on raised funds is true, accurate and complete without false records, misleading statements or major omissions.
2、 Responsibilities of Certified Public Accountants
Our responsibility is to publish the assurance conclusion of the special report on raised funds on the basis of the implementation of the assurance work.
3、 Job overview
We have carried out the assurance business in accordance with the provisions of other assurance business standards for Chinese certified public accountants No. 3101 – assurance business other than audit or review of historical financial information. The standards require us to abide by the code of professional ethics, plan and implement the assurance work, so as to determine whether the special report on raised funds is in accordance with the regulatory guidelines for listed companies No. 2 – regulatory requirements for the management and use of raised funds of listed companies (revised in 2022) (CSRC announcement [2022] No. 15) of China Securities Regulatory Commission in all major aspects The relevant regulations of the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 1 – standardized operation of listed companies on the main board and the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 2 – announcement format Guangzhou Haige Communications Group Incorporated Company(002465) assurance report xksbz [2022] No. zc10065, Truthfully reflect the deposit and use of raised funds in Guangzhou Haige Communications Group Incorporated Company(002465) 2021 in all major aspects, and obtain reasonable assurance. In the process of carrying out the assurance work, we have implemented the procedures we consider necessary, including inquiry, inspection of accounting records and so on. We believe that our assurance work provides a reasonable basis for issuing assurance conclusions.
4、 Assurance conclusion
We believe that the special report on the deposit and use of raised funds in Guangzhou Haige Communications Group Incorporated Company(002465) 2021 is in accordance with the regulatory guidelines for listed companies No. 2 – regulatory requirements for the management and use of raised funds by listed companies (revised in 2022) (CSRC announcement [2022] No. 15) of China Securities Regulatory Commission in all major aspects The relevant provisions of the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 1 – standardized operation of listed companies on the main board and the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 2 – announcement format truthfully reflect the deposit and use of raised funds in Guangzhou Haige Communications Group Incorporated Company(002465) 2021.
5、 Report usage restrictions
It is only used for the purpose of this annual report and shall not be used for any other purpose. Lixin Certified Public Accountants (special general partnership) Chinese certified public accountant: Wang Jianmin Chinese certified public accountant: Teng Haijun, China · Shanghai, March 24, 2022
Guangzhou Haige Communications Group Incorporated Company(002465) assurance report xksbz [2022] No. zc10065
Guangzhou Haige Communications Group Incorporated Company(002465)
Special report on the deposit and use of raised funds in 2021
According to the guidelines for the supervision of listed companies No. 2 – regulatory requirements for the management and use of raised funds by listed companies (revised in 2022) (CSRC announcement [2022] No. 15) According to the relevant provisions of the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 1 – standardized operation of listed companies on the main board and the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 2 – announcement format, the company makes the following special report on the deposit and use of raised funds in 2021:
1、 Basic information of raised funds
（1） Actual amount of funds raised and time of funds in place
Approved by the reply on approving Guangzhou Haige Communications Group Incorporated Company(002465) issuing shares to guyuanqin and others to purchase assets and raise supporting funds (zjxk [2017] No. 574) of the China Securities Regulatory Commission, the company agreed to issue shares to guyuanqin and others to purchase assets and raise supporting funds. The company issued 67446546 RMB ordinary shares (A shares) to specific investors through non-public offering, The issue price is RMB 10.36 per share. The total amount of supporting funds raised this time is RMB 69874621656. After deducting the share issuance fee of RMB 1 Shanghai Pudong Development Bank Co.Ltd(600000) 000 and the underwriting fee of RMB 400000000, Gf Securities Co.Ltd(000776) (hereinafter referred to as ” Gf Securities Co.Ltd(000776) “) remitted the balance of raised funds of 67874621656 yuan (including 457864418 yuan of remaining issuance expenses and 195666273 yuan of intermediary related expenses, which have not been deducted temporarily) into the account number opened by the company in Guangzhou Yuancun sub branch of industrial and commercial Bank of China Limited for 36020053292 Ruida Futures Co.Ltd(002961) 2936020053292 Bear Electric Appliance Co.Ltd(002959) 01, 36020053292 Hes Technology Group Co.Ltd(002963) 77, 36020053292 Hubei W-Olf Photoelectric Technology Co.Ltd(002962) 53, 36020053292 Jade Bird Fire Co.Ltd(002960) 05 and 36020053292 Qingdao Rural Commercial Bank Corporation(002958) 74. The above raised funds have been in place on June 20, 2017 and have been verified by the capital verification report xksbz [2017] No. zc10574 issued by Lixin Certified Public Accountants (special general partnership).
（2） Amount used in previous years, amount used in current year and current balance
As of December 31, 2021, the replacement has invested 7081030691 yuan of self raised funds in advance (including 6427500000 yuan of equity acquisition, 457864418 yuan of remaining issuance expenses and 195666273 yuan of intermediary related expenses), 6427500000 yuan of supporting funds raised by asset restructuring for equity acquisition and 23519772973 yuan of funds raised directly, The permanent supplementary working capital is 33741936291 yuan (including bank financial management income and interest), with a total of 70770239955 yuan used. As of December 31, 2021, the balance of the special account for supporting funds raised by the company’s asset restructuring was 669492716 yuan (including the balance of bank financial products and interest income).
2、 Deposit and management of raised funds
（1） Management of raised funds
The first extraordinary general meeting of shareholders in 2007 held by the company in August 2007 deliberated and approved the management measures for the use of Guangzhou Haige Communications Group Incorporated Company(002465) raised funds (hereinafter referred to as the “management measures”), and then revised the management measures at the third meeting of the second board of directors held by the company in October 2010 according to the relevant systems issued by Shenzhen Stock Exchange. According to the requirements of the company’s management measures, the company adopts a special account storage system for the raised funds to supervise the use of the raised funds; The approval procedures for the use of funds shall be strictly performed for the investment expenses of the projects with raised funds. The Audit Department of the company shall conduct daily supervision on the use of raised funds, regularly inspect the use of raised funds on a quarterly basis, and report the inspection to the audit committee.
On November 21, 2016, the third extraordinary general meeting of shareholders of the company in 2016 deliberated and approved the proposal on the company’s issuance of shares, payment of cash to purchase assets, raising supporting funds and related party transactions and other proposals related to non-public offering. On September 18, 2016, the company and Gf Securities Co.Ltd(000776) signed the agreement on independent financial advisor (sponsor) of Guangzhou Haige Communications Group Incorporated Company(002465) and Gf Securities Co.Ltd(000776) asset restructuring with Gf Securities Co.Ltd(000776) to hire Gf Securities Co.Ltd(000776) as the sponsor of the issuance of shares with matching funds raised in this asset restructuring, and Gf Securities Co.Ltd(000776) is specifically responsible for the recommendation of this issuance and listing.
In order to standardize the management and use of the company’s raised funds and protect the rights and interests of small and medium-sized investors, the company signed the tripartite supervision agreement on raised funds with the sponsor Gf Securities Co.Ltd(000776) , China Industrial And Commercial Bank Of China Limited(601398) Guangzhou Tianhe sub branch.
On July 12, 2017, the company, Xi’an Chida aircraft parts manufacturing Co., Ltd. (hereinafter referred to as “Chida aircraft”), Xi’an Yousheng Aviation Technology Co., Ltd., Bank Of China Limited(601988) Xi’an Yanliang aviation high tech industry base sub branch and Chida aircraft sponsor Guotai Junan Securities Co.Ltd(601211) jointly signed the tripartite supervision agreement on the storage of raised funds. The above regulatory agreement defines the rights and obligations of all parties. The main terms of the agreement are consistent with the tripartite regulatory agreement (model) on special account storage of raised funds issued by the National SME share transfer system, and there is no significant difference.
On August 17, 2017, the company, Guangdong Haige Yichuang Technology Co., Ltd. (hereinafter referred to as “Yichuang technology”) and Industrial And Commercial Bank Of China Limited(601398) Guangzhou Tianhe sub branch and the sponsor Gf Securities Co.Ltd(000776) jointly signed the tripartite supervision agreement on raised funds. The above regulatory agreement defines the rights and obligations of all parties and standardizes the management and use of the company’s raised funds.
（2） Storage of raised funds in special account
1. As of December 31, 2021, Guangzhou Haige Communications Group Incorporated Company(002465) the balance of deposit in the supporting fund account raised by asset restructuring is listed as follows (monetary unit: RMB):
Name of deposit bank account closing balance, including: amount of certificate of deposit
Industrial And Commercial Bank Of China Limited(601398) Guangzhou Yuancun sub branch 36020053292 Jade Bird Fire Co.Ltd(002960) 0595688753
Bank Of China Limited(601988) Xi’an Yanliang aviation high tech industry base sub branch 102868888802573755340
Bank Of China Limited(601988) Xi’an Yanliang aviation high tech industry base sub branch 102868888926486.23
Total 669492716
3、 Actual use of raised funds this year
（1） Use of funds for investment projects with raised funds
See attached table 1 of this report for the comparison table of the use of raised funds.
The net amount of the matching funds raised by the company’s asset restructuring after deducting the issuance expenses and intermediary expenses was 6722109 million yuan. In 2017, the self raised capital investment in the early stage of replacement was 708104 million yuan (including the remaining issuance expenses of 4.5787 million yuan and intermediary related expenses of 1.9567 million yuan). In 2017, the matching funds raised by the restructuring were actually used to pay the cash consideration of equity transactions of 64.275 million yuan, and Chida aircraft paid consulting fees Audit fees, lawyer fees and other fees were 1.9211 million yuan, 274249 million yuan was invested in fund-raising projects, and 1644314 million yuan was used in 2017; In 2018, a total of 1011101 million yuan was used (including 1.9211 million yuan of consulting fees, audit fees, lawyer fees, etc. paid in the early stage of Chida aircraft return); In 2019, the accumulated use was 782887 million yuan; In 2020, 3569676 million yuan will be used in total; In 2021, a total of 6.9049 million yuan of raised funds was invested. （2） Changes in the place and mode of implementation of the project invested with raised funds
After deliberation and voting at the 28th meeting of the Fourth Board of directors on May 7, 2018 and the first extraordinary general meeting of shareholders in 2018 on May 24, 2018, the proposal on changing the implementation location of Yichuang technology regional marketing center construction project of raised investment project was adopted. The implementation location of Yichuang Technology Regional marketing center construction project was changed, and the project implementation locations were added to Guangzhou and Nanning. After this adjustment, The project will be implemented in Guangzhou, Chengdu, Nanning, Shanghai, Beijing and Xi’an.
After deliberation and voting at the 28th meeting of the Fourth Board of directors on May 7, 2018 and the first extraordinary general meeting of shareholders in 2018 on May 24, 2018, the proposal on the adjustment of Yousheng aviation parts production and assembly base construction project of raised investment project was adopted. The amount of raised capital investment in Yousheng aviation parts production and assembly base construction project was adjusted from 123.28 million yuan to
