Special verification report on the deposit and use of raised funds in 2021
As the sponsor for the continuous supervision of the public offering of Beijing Aerospace Changfeng Co.Ltd(600855) (hereinafter referred to as ” Beijing Aerospace Changfeng Co.Ltd(600855) ” and “the company”) in 2004, China Securities Co.Ltd(601066) (hereinafter referred to as ” China Securities Co.Ltd(601066) ” or “the sponsor”) checked the deposit and use of the raised funds of Beijing Aerospace Changfeng Co.Ltd(600855) (2021), 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 (zjfzz [2004] No. 166), the company issued 65 million additional ordinary shares to the public, and the total amount of funds raised was 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 to change the investment direction of the unused part of the above 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”). On February 1, 2018, the company held the 22nd Meeting of the 10th board of directors, deliberated and approved the proposal on opening a new raised fund account and the proposal on signing a 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 9122007880110 China Vanke Co.Ltd(000002) 37 in Yongding Road 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 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.
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, use and special account balance of raised funds
(I) deposit of raised funds and balance of special account
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. The company has opened special accounts for 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 balances of the above special accounts for raised funds were 00533500 yuan and 454408 million yuan (including interest) respectively.
(II) actual use of raised funds in 2021
As of December 31, 2021, the company has deposited and used the raised funds in strict accordance with relevant regulations. The use of the company’s raised funds in 2021 is detailed in Schedule 1 “comparison table of the use of raised funds”.
3、 Other information about the use of raised funds
(I) replacement of self raised funds invested in projects with raised funds in advance
Not involved.
(II) situation and effect of idle raised funds to supplement working capital
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.
(III) use of over raised funds
Not involved.
(IV) change the use of funds for the project invested 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.
(V) cash management of idle raised funds and investment in related products
Not involved.
(VI) use of surplus raised funds
Not involved.
4、 Special verification opinions of Accountants on the annual storage and use of raised funds
Grant Thornton Certified Public Accountants (special general partnership) reviewed the special report on the deposit and actual use of raised funds in 2021 and issued the assurance report on the deposit and actual use of raised funds in Beijing Aerospace Changfeng Co.Ltd(600855) 2021, It is considered 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.
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、 Main verification work of the recommendation institution
The sponsor representative checked the deposit and use of Beijing Aerospace Changfeng Co.Ltd(600855) raised funds and the implementation of the investment project with raised funds through data review, interview and communication. The verification methods include consulting bank statements, financial vouchers, intermediary reports, company announcements and other materials related to the raised funds, and communicating with relevant personnel of the company.
7、 Concluding comments on the special verification report issued by the recommendation institution on the deposit and use of the company’s annual raised funds
After verification, The sponsor 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 management and use of raised funds of listed companies, the stock listing rules of Shanghai Stock Exchange and the measures for the administration of raised funds of listed companies of 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.
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
46.11% of the total funds raised for change of purpose have been invested in 2505192% of the total funds raised
Accumulated as of the end of the period
The promised investment project has been changed, Including partial changes (if any) The adjusted investment of the raised funds is invested by the end of the period. Whether the amount invested by the end of the period and the actual amount of the project by the end of the period reach the total amount of the project’s feasible commitment investment in the current year. Whether the expected benefits can be achieved (1) Amount (2) difference (3) =% (4) = daily significant change in usage status (2) – (1) (2) / (1) periodization
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
month
Infrared thermal imager and batch production project 430 Zhang Jia Jie Tourism Group Co.Ltd(000430) Zhang Jia Jie Tourism Group Co.Ltd(000430) 000 – 438740 87.40 102.03% December 20065728.74 Yes No
