Securities code: Guangzhou Haige Communications Group Incorporated Company(002465) securities abbreviation: Guangzhou Haige Communications Group Incorporated Company(002465) Announcement No.: 2022010 Guangzhou Haige Communications Group Incorporated Company(002465)
Special report on the deposit and use of raised funds in 2021
The company and all members of the board of directors guarantee that the information disclosed is true, accurate and complete without false records, misleading statements or major omissions.
In accordance with the relevant provisions of the China Securities Regulatory Commission, 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), the guidelines for the self discipline supervision of listed companies of Shenzhen Stock Exchange No. 1 – standardized operation of listed companies on the main board, and the guidelines for the self discipline supervision of listed companies of Shenzhen Stock Exchange No. 2 – announcement format, Guangzhou Haige Communications Group Incorporated Company(002465) (hereinafter referred to as ” Guangzhou Haige Communications Group Incorporated Company(002465) ” or “the company”) made a special report on the deposit and use of raised funds in 2021 as follows: I. Basic information of raised funds
(I) 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 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 at an issue price of 10.36 yuan 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 not deducted temporarily) into the accounts opened by the company in Industrial And Commercial Bank Of China Limited(601398) Guangzhou Yuancun sub branch, 36020053296129, 36020053292005901, 36020053296377, 36020053292 Hubei W-Olf Photoelectric Technology Co.Ltd(002962) 5336020053292 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).
(II) 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
(I) 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.
(II) 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 branch 102868888802573755340 – Bank
Bank Of China Limited(601988) Xi’an Yanliang aviation high tech industry base branch 102868888926486.23 – line
Total 669492716-
2. From January to December 2021, Guangzhou Haige Communications Group Incorporated Company(002465) did not use the matching funds raised by asset restructuring to purchase bank financial products.
3、 Actual use of raised funds this year
(I) comparison table of use of raised funds
See attached table 1 of this report for the comparison table of the use of raised funds.
The net amount of the supporting funds raised by the company’s asset restructuring after deducting the issuance expenses and intermediary expenses was 6722109 million yuan, and the self raised capital investment in the early stage of replacement in 2017 was 708104 million yuan (including the remaining issuance expenses)
4.5787 million yuan and 1.9567 million yuan of intermediary related expenses) have been used to pay the cash consideration of equity transactions with the supporting funds raised in this restructuring in 2017, Chida aircraft paid 1.9211 million yuan of consulting fees, audit fees and lawyer fees, invested 274249 million yuan in the fund-raising projects, and a total of 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; From January to December of 2021, the accumulated investment of raised funds was 6.9049 million yuan.
(II) 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 779432 million yuan, The “Chida aircraft capacity expansion project” was added, and the investment amount of raised funds was 453368 million yuan.
At the 38th meeting of the Fourth Board of directors on April 17, 2019 and the 2018 annual general meeting of shareholders on May 14, 2019, the proposal on changing the use of part of the raised funds was deliberated and voted to use the remaining raised funds of the construction project of Yichuang technology R & D center, the construction project of Yichuang technology integrated communication service cloud platform and the construction project of Yichuang technology regional marketing center, It is uniformly changed to be used for the construction project of Yichuang technology headquarters. After the change, it is proposed to invest 307073600 yuan of raised funds.
After deliberation and voting at the 7th Meeting of the 5th board of directors on April 16, 2020 and the 2019 annual general meeting of shareholders on May 12, 2020, the proposal on terminating some investment projects with raised funds and permanently replenishing working capital was adopted. According to the current macroeconomic situation, market environment and the actual situation of the company, in order to further improve the use efficiency of the raised funds and safeguard the interests of the company’s shareholders, it is agreed to terminate the implementation of the Yichuang technology headquarters construction project, and permanently supplement the working capital with the raised funds of 307073600 yuan and its bank financial income and interest.
This event did not occur.
(IV) early investment and replacement of raised investment projects
According to the proposal on using the raised funds to replace the self raised funds invested by the company in advance in the investment projects with raised funds deliberated and adopted at the 19th meeting of the Fourth Board of directors held on August 15, 2017, it is agreed to use the raised funds to replace the self raised funds invested in the investment projects with raised funds of 662317 million yuan, and the replacement amount is consistent with the amount of self raised funds invested in advance; The company uses self raised funds to invest in the raised funds investment project in advance in order to ensure the normal progress of the raised funds investment project and meet the needs of the company’s development interests. There is no situation of changing the raised funds investment project in disguise and damaging the interests of shareholders.
(V) temporary replenishment of working capital with idle raised funds
This event did not occur.
(VI) use of surplus raised funds
This event did not occur.
(VII) use of over raised funds
This event did not occur.
(VIII) purpose and destination of unused raised funds
As of December 31, 2021, the unused raised funds amounted to 669492716 yuan, all of which were deposited in the special storage account of raised funds, including Chida aircraft capacity expansion project. Due to the inability of foreign suppliers to supply, the suppliers returned part of the advance equipment payment of 572523428 yuan (a total of 8.328 million yuan) on October 27, 2021. As of the date of this announcement, a total of 760488529 yuan had been returned.
(IX) other information about the use of raised funds
According to the proposal on using idle raised funds and over raised funds to purchase bank financial products deliberated and adopted at the 20th meeting of the Fourth Board of directors, the 11th meeting of the Fourth Board of supervisors and the second extraordinary general meeting of shareholders in 2017, the company agrees that Yichuang technology uses idle raised funds of no more than 400 million yuan to choose an opportunity to purchase short-term Principal Guaranteed bank financial products; It is agreed that Chida aircraft will use idle funds of no more than 80 million yuan to choose an opportunity to buy short-term Principal Guaranteed bank financial products.
According to the proposal on the wholly-owned subsidiary Guangdong Haige Yichuang Technology Co., Ltd. to continue to use part of the temporarily idle raised funds to purchase bank financial products deliberated and adopted at the 33rd meeting of the Fourth Board of directors and the 18th meeting of the Fourth Board of supervisors, the company agrees that Yichuang technology will use no more than 350 million yuan of idle raised funds to purchase short-term Principal Guaranteed bank financial products at an appropriate time; According to the Fourth Board of directors
