About Guangzhou Haige Communications Group Incorporated Company(002465)
Verification opinions on the use of supporting raised funds in 2021 for issuing shares and paying cash to purchase assets and raising supporting funds and related party transactions
Gf Securities Co.Ltd(000776) (hereinafter referred to as ” Gf Securities Co.Ltd(000776) ” and “independent financial consultant”) as the independent financial consultant of Guangzhou Haige Communications Group Incorporated Company(002465) (hereinafter referred to as ” Guangzhou Haige Communications Group Incorporated Company(002465) ” and “the company”) to issue shares and pay cash to purchase assets and raise supporting funds and related party transactions (hereinafter referred to as “the reorganization”), in accordance with the administrative measures for major asset reorganization of listed companies and relevant laws and regulations, We have checked the use of the matching funds raised in this restructuring and made the following comments:
1、 Basic information of raised funds
(I) the actual amount of funds raised and the receipt of funds for the supporting financing of this reorganization
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 submitted to Guangzhou Radio Group Co., Ltd., AVIC futures dingzeng No. 1 asset management plan, Weihai Nanhai poly technology defense investment Center (limited partnership) Guangzhou Securities Co., Ltd. and other four supporting financing subscribers privately issued 67446546 RMB ordinary shares (A shares) at an issue price of 10.36 yuan per share. The total amount of supporting funds raised in this restructuring was 69874621656 yuan. After deducting 1 Shanghai Pudong Development Bank Co.Ltd(600000) 000 yuan of share issuance expenses and 400000000 yuan of underwriting expenses, the independent financial adviser remitted 67874621656 yuan of the balance of funds raised into the special account for funds raised by the company. The above raised funds were in place on June 20, 2017 and verified by the capital verification report xksbz [2017] No. zc10574 issued by Lixin Certified Public Accountants (special general partnership).
(II) use amount and current balance of raised funds account
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
In order to regulate the management and use of raised funds and protect the rights and interests of investors, the company, in accordance with the company law, the securities law, the measures for the administration of securities issuance of listed companies, the stock listing rules of Shenzhen Stock Exchange, the notice on further regulating the use of raised funds of listed companies and other relevant laws, regulations and normative documents, and in combination with the actual situation of the company, The management measures for the use of raised funds have been formulated.
The company has signed the tripartite supervision agreement on raising funds with independent financial consultants Gf Securities Co.Ltd(000776) , Industrial And Commercial Bank Of China Limited(601398) Guangzhou Tianhe sub branch on the issue of raising supporting funds in this restructuring; The company and Guangdong Haige Yichuang Technology Co., Ltd. (hereinafter referred to as “Yichuang technology”) signed the tripartite supervision agreement on raising funds with independent financial consultants Gf Securities Co.Ltd(000776) , Industrial And Commercial Bank Of China Limited(601398) Guangzhou Tianhe sub branch on the issue of raising supporting funds in this restructuring; The company signed the tripartite supervision agreement on raising funds with independent financial consultants Gf Securities Co.Ltd(000776) , Bank Of China Limited(601988) Xi’an Yanliang aviation high tech industry base sub branch on the issue of raising supporting funds for this restructuring with Chida aircraft and Yousheng airlines. The company’s opening of a special account fully ensures the independent financial consultant’s right to supervise the use and management of raised funds.
Gf Securities Co.Ltd(000776) as the independent financial adviser of the company, perform its supervision duties in accordance with the guidelines for the standardized operation of listed companies of Shenzhen Stock Exchange (revised in 2020) and the raised funds management system formulated by the company, and have the right to exercise its supervision power by means of on-site investigation and written inquiry; The company authorizes its designated financial advisor sponsor to inquire and copy the information of the company’s special fund-raising account at the bank at any time. The company and the bank actively cooperated, and the performance of the tripartite supervision agreement was normal. The sponsor of the authorized financial adviser can inquire the information of the special account for raised funds at the bank that opens the special account for raised funds at any time, and require the sponsor of the financial adviser to conduct on-site inspection on the management and use of raised funds at least once every six months.
(II) as of December 31, 2021, the deposit of the company’s raised funds in the special bank account
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):
Including: fixed deposit bank name account closing balance certificate of deposit amount
Industrial And Commercial Bank Of China Limited(601398) Guangzhou 36020053292 Jade Bird Fire Co.Ltd(002960) 0595688753 – Yuancun sub branch
Bank Of China Limited(601988) Xi’an Yanliang aviation high tech industry 102868888802573755340 – base sub branch
Bank Of China Limited(601988) Xi’an Yanliang aviation high tech industry 102868888926486.23 – base sub branch
Total – 669492716-
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
Products.
3、 Actual use of raised funds this year
After deducting the share issuance fee of 1 Shanghai Pudong Development Bank Co.Ltd(600000) 000 yuan and the underwriting fee of 400000000 yuan, the independent financial adviser remitted the balance of 67874621656 yuan to the special account for raised funds of the company.
In 2021, the company used the restructuring to raise 6.9049 million yuan of supporting funds, including: (1) 126301 million yuan invested in the construction project of Yousheng aviation parts production and assembly base; (2) Some equipment of Chida aircraft capacity expansion project cannot be supplied due to local export policy restrictions of foreign suppliers. The equipment has paid an advance payment of RMB 8.328 million. The supplier returned part of the advance payment of RMB 5.7252 million on October 27, 2021. As of the date of issuance of this verification opinion, a total of RMB 7.6049 million has been returned.
4、 Verification conclusion
Upon verification, Guangzhou Haige Communications Group Incorporated Company(002465) has timely, truly, accurately and completely disclosed the storage and actual use of the matching funds raised in this restructuring in accordance with relevant laws and regulations, and there is no major violation of the management of the raised funds.
(there is no text on this page, which is the signature and seal page of Gf Securities Co.Ltd(000776) opinions on the verification of the use of supporting raised funds in 2021 for Guangzhou Haige Communications Group Incorporated Company(002465) issuing shares, paying cash to purchase assets and raising supporting funds and related party transactions)
Financial advisor sponsor:
Former Fengzhou Guo Siqi
Gf Securities Co.Ltd(000776) mm / DD / yyyy
