Securities code: Beijing Aerospace Changfeng Co.Ltd(600855) securities abbreviation: Beijing Aerospace Changfeng Co.Ltd(600855) Announcement No.: 2022018 Beijing Aerospace Changfeng Co.Ltd(600855) 2021
Special report on the deposit and actual use of raised funds
The board of directors and all directors of the company guarantee that there are no false records, misleading statements or major omissions in the contents of this announcement, and bear individual and joint liabilities for the authenticity, accuracy and completeness of its contents.
In accordance with the relevant provisions of 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) and the guidelines for the self discipline supervision of listed companies on Shanghai Stock Exchange No. 1 - standardized operation (2022), the deposit and use of raised funds of the company in 2021 are described as follows:
1、 Basic information of raised funds
On December 23, 2004, approved by the notice on approving Beijing Aerospace Changfeng Co.Ltd(600855) additional shares issued by China Securities Regulatory Commission (zjfz [2004] No. 166), the company issued 65 million additional ordinary shares to the public, raising a total of 311.35 million yuan, which was 2871163 million yuan after deducting underwriting Commission, recommendation fee, online issuance handling fee and other expenses. On January 17, 2005, all the above-mentioned raised funds were deposited into the special account for raised funds of PUFA Yongding Road sub branch 912201548 Ping An Bank Co.Ltd(000001) 36 designated by the company, which was verified by Yuehua certified public accountants Co., Ltd. and issued the capital verification report (yzyzyz [2005] No. a003). On October 31, 2017, the company held the 19th meeting of the 10th board of directors, deliberated and approved the proposal on changing the use plan of investment projects with raised funds and foreign investment of some raised funds, and agreed that the company would change the investment direction of the unused part of the above-mentioned raised funds of 1323836 million yuan (including interest), Of which 80 million yuan was used to increase the capital of the wholly-owned subsidiary Beijing Beijing Aerospace Changfeng Co.Ltd(600855) Technology Industry Group Co., Ltd. (hereinafter referred to as "Changfeng technology"). The company held the 22nd Meeting of the 10th board of directors on February 1, 2018, deliberated and approved the proposal on newly opening the raised funds account and the proposal on signing the quadripartite supervision agreement on the annual special account storage of raised funds, and agreed that Changfeng technology, a wholly-owned subsidiary, would open a special account for raised funds with an account number of 912200788011 China Vanke Co.Ltd(000002) 37 in Yongding Road sub branch of Shanghai Pudong Development Bank.
On June 6, 2018, the company held the 26th meeting of the 10th Session of the board of directors, deliberated and approved the proposal on the wholly-owned subsidiary using some idle raised funds to temporarily supplement working capital, and agreed that the wholly-owned subsidiary Changfeng technology would use idle raised funds to supplement working capital, with the use amount not exceeding RMB 40 million and the service life not exceeding 12 months from the date of deliberation and approval by the board of directors. On June 3, 2019, Changfeng technology, a wholly-owned subsidiary, has returned all the supplementary flow raised funds.
On June 14, 2019, the company held the 35th meeting of the 10th board of directors and approved the proposal on the wholly-owned subsidiary using part of the idle raised funds to temporarily supplement the working capital. It agreed that the wholly-owned subsidiary Changfeng technology would use the idle raised funds to supplement the working capital, with an amount of no more than 40 million yuan and a service life of no more than 12 months from the date of deliberation and approval by the board of directors. On June 12, 2020, Changfeng technology, a wholly-owned subsidiary, has returned all the supplementary flow raised funds.
To sum up, as of December 31, 2021, the company has used a total of 2505192 million yuan of raised funds, of which the total amount of raised funds used in 2021 was 7.0327 million yuan and the amount of unused raised funds was 454409 million yuan (including interest).
2、 Deposit and management of raised funds
(I) management of raised funds
In accordance with the requirements of the company law, the securities law, the notice on Further Strengthening the management of publicly raised funds of joint stock limited companies issued by China Securities Regulatory Commission and the measures for the management of raised funds of listed companies issued by Shanghai Stock Exchange, the company revised the provisions on the management of raised funds on May 30, 2013, which was deliberated and adopted by the second session of the ninth board of directors of the company (see the website of Shanghai stock exchange for details: http://www.sse.com.cn. ）。
In order to standardize the management of raised funds and protect the rights and interests of investors, the company has opened a special account for raised funds, implemented a special account storage management system, and implemented strict approval procedures for the use of raised funds to ensure that the special funds are used for special purposes. As of December 31, 2021, the company has deposited and used the raised funds in strict accordance with relevant regulations.
(II) storage of raised funds in special account
In order to standardize the management of raised funds and protect the rights and interests of investors, the company has opened a special account for raised funds, implemented a special account storage management system, and implemented strict approval procedures for the use of raised funds to ensure that the special funds are used for special purposes. Specific deposit of the company's raised funds: Pudong Development Yongding Road sub branch 912201548 Ping An Bank Co.Ltd(000001) 36 and Pudong Development Yongding Road sub branch 9122007880110 China Vanke Co.Ltd(000002) 37. As of December 31, 2021, the balance of the above special account for raised funds was 00533500 yuan and 45440800 yuan (including interest) respectively.
3、 Actual use of raised funds this year
1. Use of funds for projects invested with raised funds (hereinafter referred to as "projects invested with raised funds")
The company uses the raised funds in strict accordance with the provisions of the measures for the administration of raised funds. The use of the company's raised funds in 2021 is detailed in Schedule 1 "comparison table of the use of raised funds".
2. Advance investment and replacement of raised investment projects
Not involved.
3. Temporary replenishment of working capital with idle raised funds
On June 6, 2018, the company held the 26th meeting of the 10th Session of the board of directors, deliberated and approved the proposal on the wholly-owned subsidiary using part of the idle raised funds to temporarily supplement the working capital, and agreed that the wholly-owned subsidiary Changfeng technology would use the idle raised funds to supplement the working capital, with the amount of use not exceeding RMB 40 million and the service life not exceeding 12 months from the date of deliberation and approval by the board of directors. On June 3, 2019, Changfeng technology, a wholly-owned subsidiary, has returned all the supplementary flow raised funds.
On June 14, 2019, the company held the 35th meeting of the 10th board of directors, deliberated and passed the proposal on the wholly-owned subsidiary using part of the idle raised funds to temporarily supplement the working capital, and agreed that the wholly-owned subsidiary Changfeng technology would use the idle raised funds to supplement the working capital, with the use amount not exceeding RMB 40 million and the service life not exceeding 12 months from the date of deliberation and approval by the board of directors. On June 12, 2020, Changfeng technology, a wholly-owned subsidiary, has returned all the supplementary flow raised funds.
4. Cash management of idle raised funds and investment in related products
Not involved.
5. Permanent replenishment of working capital or repayment of bank loans with over raised funds
Not involved.
6. Use of over raised funds for projects under construction and new projects (including acquisition of assets, etc.)
Not involved.
7. Use of surplus raised funds
Not involved.
8. Other information about the use of raised funds
Not involved.
4、 Change the use of funds for investment projects with raised funds
On November 30, 2017, the company held the fifth extraordinary general meeting of shareholders in 2017, which deliberated and approved the "proposal on changing the use plan of investment projects with raised funds and foreign investment of some raised funds". See Annex 2 for details of the change of the investment project of the raised funds.
5、 Problems in the use and disclosure of raised funds
In 2021, the company timely, truly, accurately and completely disclosed the storage and use of raised funds in accordance with the measures for the administration of raised funds of listed companies on Shanghai Stock Exchange and the relevant provisions of the measures for the administration of the use of raised funds of the company, and there were no violations in the use and management of raised funds.
6、 Concluding opinions of the assurance report issued by the accounting firm on the deposit and use of the company's annual raised funds.
Zhitong certified public accountants, the annual auditor of the company, believes that the 2021 special report prepared by the board of directors of Beijing Aerospace Changfeng Co.Ltd(600855) company complies with the relevant provisions of the guidelines for the supervision of listed companies No. 2 - regulatory requirements for the management and use of raised funds of listed companies (revised in 2022), the guidelines for the self discipline supervision of listed companies on Shanghai Stock Exchange No. 1 - standardized operation (2022) and the relevant format guidelines, And truthfully reflected the deposit and actual use of the raised funds of Beijing Aerospace Changfeng Co.Ltd(600855) company in 2021 in all major aspects.
7、 The concluding opinions of the recommendation institution on the special verification report issued by the company on the deposit and use of the company's annual raised funds.
The sponsor China Securities Co.Ltd(601066) believes that the deposit and use of raised funds in Beijing Aerospace Changfeng Co.Ltd(600855) 2021 comply with the company law, the securities law, the measures for the administration of securities issuance of listed companies, the guidelines for the supervision of listed companies No. 2 - regulatory requirements for the administration and use of raised funds of listed companies, the rules for the listing of shares on the Shanghai Stock Exchange, and the measures for the administration of raised funds of listed companies on the Shanghai Stock Exchange (revised in 2013) And other laws and regulations, stored and used the raised funds in a special account, and timely fulfilled the relevant information disclosure obligations. There was no situation of changing the purpose of the raised funds in a disguised manner and damaging the interests of shareholders, nor was the use of the raised funds in violation of relevant laws and regulations China Securities Co.Ltd(601066) has no objection to the deposit and use of the company's raised funds in 2021.
enclosure:
2. Change of investment projects with raised funds
Beijing Aerospace Changfeng Co.Ltd(600855) board of directors April 1, 2022
Attached table 1: comparison of use of raised funds in 2021
Prepared by: Beijing Aerospace Changfeng Co.Ltd(600855) amount unit: RMB 10000
The total amount of raised funds is 2871163, and the total amount of raised funds invested in this year is 703.27
The total amount of raised funds for changing purposes is 1323836, and the total amount of raised funds invested has been 2505192. The proportion of the total amount of raised funds for changing purposes is 46.11%
After the adjustment of the commitment of raised funds, the total investment has been committed as of the end of the period. The investment in the current year has been accumulated as of the end of the period. The investment projects as of the end of the period have reached the expected level. Whether the investment projects have reached the feasibility of the expected projects in the current year has been changed, Including partial changes (if any) total investment amount input amount input amount input amount and committed input progress (%) determine whether there is a difference between the available benefit (1) (2) input amount (4) = big change of status date (3) = (2) - (1) (2) / (1)
Aerospace Safety Computer industrialization project 190 Shenzhen Sed Industry Co.Ltd(000032) 5495325495 - 325495 - 100.00% - no
Open CNC system industrialization project 4 China Vanke Co.Ltd(000002) 8 China National Accord Medicines Corporation Ltd(000028) 0000 - 280000 - 100.00% December 2006 - no
Infrared thermal imager and batch production project
