Citic Securities Company Limited(600030) . AVIC Securities Co., Ltd
About Avic Jonhon Optronic Technology Co.Ltd(002179)
Verification opinions on replacing self raised funds of pre invested projects with raised funds
Citic Securities Company Limited(600030) and AVIC Securities Co., Ltd. (hereinafter referred to as “co sponsor”) as co sponsors of Avic Jonhon Optronic Technology Co.Ltd(002179) (hereinafter referred to as ” Avic Jonhon Optronic Technology Co.Ltd(002179) ” or “company”) non-public issuance of a shares, in accordance with the measures for the administration of securities issuance and listing recommendation business and the stock listing rules of Shenzhen Stock Exchange The self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 1 – standardized operation of listed companies on the main board, and the regulatory guidelines for listed companies No. 2 – regulatory requirements for the management and use of raised funds of listed companies have carefully verified Avic Jonhon Optronic Technology Co.Ltd(002179) the use of raised funds from non-public issuance of shares to replace self raised funds of pre invested raised projects, The details are as follows:
1、 Basic information of raised funds
Approved by the reply on approving Avic Jonhon Optronic Technology Co.Ltd(002179) non-public offering of shares (zjxk [2021] No. 3707) of China Securities Regulatory Commission, the company privately issued 35576016 RMB ordinary shares, raising a total of 339999991.23 yuan, deducting 7080188.68 yuan of issuance related expenses (excluding tax), The net amount of actually raised funds is 3392919802.55 yuan. The availability of the above raised funds has been verified by Dahua Certified Public Accountants (special general partnership) and confirmed by issuing the capital verification report of Avic Jonhon Optronic Technology Co.Ltd(002179) non public development bank RMB common shares (A shares) (Dahua Yan Zi [2021] No. 000896).
On December 23, 2021, the above raised funds have arrived in the account, the company has stored the raised funds in a special account, and signed a tripartite and quadripartite supervision agreement on the raised funds with its subsidiary Avic Jonhon Optronic Technology Co.Ltd(002179) (Guangdong) Co., Ltd., CO sponsor and raised funds deposit bank.
According to the Avic Jonhon Optronic Technology Co.Ltd(002179) 2021 plan for non-public development of A-Shares approved at the 13th meeting of the sixth board of directors of the company, the investment projects and use plans of the funds raised by the non-public offering of shares are as follows:
Unit: 10000 yuan
Sequence project name total investment amount proposed investment amount of raised funds project implementation entity No
Sequence project name total investment amount proposed investment amount of raised funds project implementation entity No
1 Avic Jonhon Optronic Technology Co.Ltd(002179) (Guangdong) Co., Ltd. 225544.87 110000.00 Avic Jonhon Optronic Technology Co.Ltd(002179) (Guangdong) South China Industrial Base Project Co., Ltd
2 Avic Jonhon Optronic Technology Co.Ltd(002179) basic device industry 167250.00 130000.00 Avic Jonhon Optronic Technology Co.Ltd(002179)
Park Project (phase I)
3. Supplementary working capital 100000.00 100000.00-
4 total 492794.87 340000.00-
Note: Avic Jonhon Optronic Technology Co.Ltd(002179) (Guangdong) Co., Ltd. is a wholly-owned subsidiary of Avic Jonhon Optronic Technology Co.Ltd(002179) .
Before the funds raised from this non-public offering are in place, the company will invest in advance through self raised funds according to the actual situation of the implementation progress of the investment project with raised funds, and replace them in accordance with the procedures specified in relevant laws and regulations after the raised funds are in place. After the raised funds are in place, if the actual net amount of the raised funds after deducting the issuance expenses is lower than the total amount of the actual capital demand of the proposed investment project, the company will adjust and finally decide the specific investment project of the raised funds according to the actual net amount of the raised funds and the specific situation of the project implementation on the premise of complying with relevant laws and regulations The priority and specific investment amount of each project, and the insufficient funds raised shall be raised by the company.
2、 The company’s pre investment of raised investment projects with self raised funds
As of the date of issuance of this verification opinion, the company has used the raised funds of 400000600 yuan, and the balance of the special account for raised funds is 2993273600 yuan. The actual investment amount of the company’s self raised funds invested in the raised funds investment project in advance is 427.2998 million yuan, of which the self raised funds that meet the replacement conditions are 157.2998 million yuan in total. The details of the company’s plan to use the raised funds to replace the early investment are as follows:
Unit: 10000 yuan
Total investment amount of projects invested by raised funds raised funds to be invested amount of self owned funds to be replaced as of the disclosure date amount invested
Avic Jonhon Optronic Technology Co.Ltd(002179) (Guangdong) Co., Ltd. 225544.87 110000.00 32796.89 5796.89 South China Industrial Base Project
Avic Jonhon Optronic Technology Co.Ltd(002179) basic device industry 167250.00 130000.00 9933.09 9933.09 Park Project (phase I)
Supplementary working capital 100000.00 —
Total 492794.87 340000.00 42729.98 15729.98
3、 Implementation of projects invested with raised funds in advance
Before the raised funds are in place, the company makes early investment in the raised funds investment projects with self raised funds according to the actual situation, so as to ensure the construction progress of the raised funds investment projects and meet the development needs of the company.
The company plans to use the raised funds of 157299800.47 yuan to replace the self raised funds that have been invested in the investment projects with raised funds in advance, which does not change the purpose of the raised funds, does not conflict with the implementation plan of the investment projects with raised funds, does not affect the normal progress of the investment projects with raised funds, and does not change the investment direction of raised funds in a disguised manner and damage the interests of shareholders; The replacement time of the raised funds shall not exceed 6 months from the arrival time of the raised funds, Comply with the provisions of laws, regulations and normative documents such as guidelines for the supervision of listed companies No. 2 – regulatory requirements for the management and use of raised funds by listed companies, stock listing rules of Shenzhen Stock Exchange and guidelines for the self regulatory supervision of listed companies of Shenzhen Stock Exchange No. 1 – standardized operation of listed companies on the main board.
4、 Decision making procedures and relevant opinions for the replacement of raised funds
(I) deliberations of the board of directors
The company held the 20th meeting of the 6th board of directors on January 14, 2022, deliberated and passed the proposal on replacing self raised funds invested in raised investment projects in advance with raised funds, and agreed to use the raised funds of 157299800.47 yuan to replace self raised funds invested in raised investment projects in advance.
(II) opinions of independent directors
It is verified that the company’s pre investment in projects invested with raised funds with self raised funds is conducive to improving the use efficiency of raised funds, meeting the needs of the company’s development interests and the provisions of relevant laws, regulations and normative documents. The replacement time of the company’s raised funds is less than 6 months from the time of the arrival of the raised funds. The use of the raised funds does not conflict with the implementation plan of the raised funds investment project, does not affect the normal progress of the raised funds investment project, and does not change the investment direction of the raised funds in a disguised manner and damage the interests of shareholders. Therefore, we agree that the company will use the raised funds to replace the self raised funds invested in the raised investment projects in advance.
(III) opinions of the board of supervisors
The company held the 15th meeting of the 6th board of supervisors on January 14, 2022, deliberated and adopted the proposal on replacing self raised funds of pre invested projects with raised funds. The members of the board of supervisors agreed that the company’s use of the raised funds to replace the self raised funds invested in the raised investment projects in advance complies with the provisions of laws, regulations and normative documents on the management of raised funds, does not conflict with the implementation of the company’s raised funds use projects, and does not affect the normal progress of the company’s raised funds investment projects, There is no case of changing the purpose of the raised funds in a disguised form and damaging the interests of all shareholders. It is agreed that the company will replace its own funds invested in advance with the raised funds. (IV) assurance opinion of accounting firm
Dahua Certified Public Accountants (special general partnership) conducted a special audit on the company’s use of raised funds to replace the investment projects invested in the raised funds in advance and the paid issuance expenses, and issued an assurance report, It is considered that the special instructions on pre investment of raised capital investment projects with self raised funds prepared by the board of directors of Avic Jonhon Optronic Technology Co.Ltd(002179) complies with the relevant provisions of the guidelines for standardized operation of listed companies of Shenzhen Stock Exchange, and fairly reflects the pre investment of raised capital investment projects with self raised funds by Avic Jonhon Optronic Technology Co.Ltd(002179) as of December 31, 2021 in all major aspects.
5、 Verification opinions of the co sponsor
After verification, the co sponsor believes that: Avic Jonhon Optronic Technology Co.Ltd(002179) the matter of using the raised funds to replace the self raised funds invested in the raised investment project in advance has been deliberated and approved by the Avic Jonhon Optronic Technology Co.Ltd(002179) board of directors, the board of supervisors and independent directors have issued clear consent opinions, Dahua Certified Public Accountants (special general partnership) has issued a special assurance report and has fulfilled the necessary approval procedures. The company’s use of the raised funds of 157299800.47 yuan to replace the self raised funds invested in the raised investment projects in advance will not affect the normal progress of the company’s raised funds investment plan, there is no change or disguised change in the investment direction of the raised funds and damage the interests of shareholders, especially minority shareholders, and the replacement time is less than six months from the arrival time of the raised funds, Comply with the relevant requirements of Shenzhen Stock Exchange self regulatory guidelines for listed companies No. 1 – standardized operation of listed companies on the main board, regulatory guidelines for listed companies No. 2 – regulatory requirements for the management and use of raised funds by listed companies, etc. The co sponsor has no objection to the company’s use of the raised funds to replace the self raised funds invested in the raised investment project in advance.
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(there is no text on this page, which is the signature and seal page of Citic Securities Company Limited(600030) and AVIC Securities Co., Ltd. verification opinions on Avic Jonhon Optronic Technology Co.Ltd(002179) using raised funds to replace self raised funds of pre invested raised projects)
Sponsor representative:
Huang Kai, Yang Meng
Citic Securities Company Limited(600030) January 14, 2022 (there is no text on this page, which is the signature and seal page of Citic Securities Company Limited(600030) and AVIC Securities Co., Ltd. on Avic Jonhon Optronic Technology Co.Ltd(002179) using raised funds to replace self raised funds invested in raised investment projects in advance)
Sponsor representative:
Shen Xiqiang, Wang Hongliang
AVIC Securities Co., Ltd. January 14, 2022
