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CITIC Securities Co., Ltd
About Beijing Institute of Aeronautical Materials Co., Ltd
Verification opinions on the use of part of the temporarily idle raised funds for cash management
CITIC Securities Co., Ltd. (hereinafter referred to as "CITIC Securities" or the "Sponsor"), as the sponsor of the initial public offering of shares and listing on the Science and Technology Innovation Board of Beijing Institute of Aeronautical Materials Co., Ltd. (hereinafter referred to as "Aviation Materials Co., Ltd." or the "Company"), in accordance with the Administrative Measures for the Sponsorship Business of Securities Issuance and Listing, the Rules for the Listing of Stocks on the Science and Technology Innovation Board of the Shanghai Stock Exchange, the Self-Regulatory Guidelines for Listed Companies on the Science and Technology Innovation Board of the Shanghai Stock Exchange No. 1 - Standardized Operation, and the Regulatory Guidelines for Listed Companies No. 2 - Regulatory Requirements for the Management and Use of Raised Funds by Listed Companies" and other relevant regulations, the use of part of the temporarily idle raised funds for cash management of aviation materials shares has been prudently verified, and the verification situation and opinions are as follows:
First, the basic situation of the funds raised
With the approval of the "Reply on Agreeing to the Registration of the Initial Public Offering of Shares of Beijing Institute of Aeronautical Materials Co., Ltd." (Zheng Jian Xu Xu [2023] No. 1151) issued by the China Securities Regulatory Commission on May 23, 2023, the Company was approved to issue 90 million RMB ordinary shares to the public at an issue price of RMB 78.99 per share, raising a total of RMB 710,910.00 million. After deducting underwriting and sponsorship fees, issuance registration fees and other related issuance expenses incurred in total, the actual net amount of funds raised was RMB6895,633,900. The above-mentioned funds have all been in place, and have been verified by Zhonghuan Certified Public Accountants (Special General Partnership) and issued the Capital Verification Report of Beijing Institute of Aeronautical Materials Co., Ltd. (Zhonghuan Xianzi (2023) No. 0200026).
After the raised funds are received, all have been deposited in the special account for raising funds approved by the board of directors of the company, and the company and its subsidiary Aviation Materials Youchuang have signed the "Tripartite Supervision Agreement on the Storage of Special Account for Raised Funds" and the "Four-Party Supervision Agreement on the Storage of Special Account for Raised Funds" with the sponsor and the bank that deposited the raised funds.
2. The investment project of the raised funds
The company made an initial public offering in accordance with the investment projects and plans for the use of the raised funds disclosed in the Prospectus for the Initial Public Offering of Shares and Listing on the Science and Technology Innovation Board of Beijing Institute of Aeronautical Materials Co., Ltd
Unit: 10,000 yuan
The proceeds are committed by September 2024
No. Project Name Implementing Entity Total Investment Final
Accumulated invested amount
1 Aviation high-performance elastomer materials and parts industry Aviation materials Youchuang 64,700.00 25,708.97
project
2 R&D/pilot line project of aviation transparent parts Aviation Materials Co., Ltd. 70,649.11 1,172.61
3 Large aircraft windshield project Aviation Materials Co., Ltd. 26,881.76 1,486.80
4 High performance and high performance for aero engines and gas turbines Aviation Materials Co., Ltd. 45,288.19 -
Wenmu alloy products project
5 Aerospace Titanium Alloy Parts Heat Treatment and Precision Aviation Materials Co., Ltd. 54,703.22 2,577.78
Machining process upgrade project
6 Supplementary working capital Aviation materials shares 198,000.00 198,000.00
Total 460,222.28 228,946.16
Since there is a certain period of construction of the raised funds investment project, according to the construction progress of the raised funds investment project,
At this stage, the funds raised are partially idle in the short term, and will be raised by September 30, 2024
The balance of the special fund account was 470,374.77 million yuan.
3. The basic situation of using part of the temporarily idle raised funds for cash management
(1) Investment purpose
In order to improve the efficiency of the use of funds, the use of idle raised funds for cash management is to better realize the preservation and appreciation of the company's raised funds, increase the company's income, and safeguard the interests of all shareholders of the company.
(2) The amount and duration of the investment
On the premise of ensuring that the normal progress of the company's investment plan of raised funds will not be affected, the company intends to use a maximum of no more than RMB 3.7 billion (inclusive) of temporarily idle raised funds for cash management, and the use period will be valid for 12 months from the date of deliberation and approval by the board of directors of the company. Within the scope of the aforesaid quota and term, the company can use it on a rolling basis.
(3) Varieties of investment products
The company will strictly control risks in accordance with relevant regulations, and intends to use the temporarily idle raised funds to purchase wealth management products or deposit products with high security, good liquidity and guaranteed principal (including but not limited to agreement deposits, structured deposits, large-amount certificates of deposit, call deposits, etc.). Investment products shall not be used for pledge, and the special settlement account for the product shall not be used for depositing non-raised funds or for other purposes.
(4) The validity period of the resolution
Valid for 12 months from the date of approval by the Board of Directors of the Company.
(5) Methods of implementation
The board of directors of the company authorizes the management of the company to exercise the right to make investment decisions within the authorized amount and period (including but not limited to: selecting qualified professional financial institutions, clarifying the amount and period of cash management, selecting products/business varieties, etc.) and signing relevant legal documents, etc., and the specific matters are organized and implemented by the company's financial department.
(6) Information disclosure
The company will fulfill its information disclosure obligations in a timely manner in accordance with the relevant regulations of the Shanghai Stock Exchange, and will not change the use of raised funds in disguise.
(7) Distribution of cash management proceeds
The proceeds obtained by the company from using the temporarily idle raised funds for cash management will be used to make up for the shortfall in the investment amount of the fund-raising project, and will be managed and used in strict accordance with the requirements of the China Securities Regulatory Commission and the Shanghai Stock Exchange on the regulatory measures for raised funds.
Fourth, the impact on the company's daily operations
The use of part of the temporarily idle raised funds for cash management, is in line with the requirements of relevant national laws and regulations, to ensure that it does not affect the company's raised funds investment progress, effective control of investment risks under the premise of the company's use of part of the temporarily idle raised funds for cash management will not affect the company's daily operations and the normal development of raised funds investment projects, at the same time can improve the efficiency of the use of raised funds, rational use of part of the idle raised funds, increase the company's cash asset income, for the company and shareholders to obtain more returns.
5. Investment risk analysis and risk control measures
(1) Investment risk analysis
The Company intends to invest in wealth management products or deposit products with high security, good liquidity and guaranteed principal, including but not limited to agreement deposits, structured deposits, large-amount certificates of deposit, call deposits, etc. Since the financial market is greatly affected by the macroeconomy, it cannot be ruled out that the investment is affected by market fluctuations, and there are certain systemic risks.
(2) Risk control measures
1. The company will handle relevant cash management business in strict accordance with the relevant laws and regulations such as the Rules for the Listing of Stocks on the Science and Technology Innovation Board of the Shanghai Stock Exchange, the Articles of Association and the Measures for the Management of Raised Funds of the Company.
2. The company will strictly screen the cooperation objects, and select the investment products issued by banks and other financial institutions with good reputation, large scale, ability to ensure capital security, good operating efficiency and strong capital operation ability.
3. The company will analyze and track the changes of investment products in real time, and if the assessment finds that there are risk factors that may affect the safety of the company's funds, adverse changes in profitability, and losses that are inconsistent with the situation at the time of purchase, the company will take corresponding measures in time to control the investment risk.
4. The company's financial department establishes ledger management, establishes and improves complete accounting accounts for the use of funds, and does a good job in accounting for the use of funds.
5. The company's internal audit department is responsible for conducting a comprehensive inspection of investment products, and can evaluate the possible risks and returns of each investment according to the principle of prudence.
6. The independent directors and the board of supervisors have the right to supervise and inspect the use of funds, and if necessary, they can hire professional institutions to conduct audits.
6. Procedures for the review of performance
On October 29, 2024, the company held the 19th meeting of the first board of directors and the first board of supervisors
At the 16th meeting, the "Proposal on the Use of Part of the Temporarily Idle Raised Funds for Cash Management" was deliberated and approved, and it was agreed that the company should use no more than RMB 3.7 billion (inclusive) of temporarily idle raised funds for cash management, and the use period is 12 months from the date of deliberation and approval by the board of directors of the company. Within the scope of the aforesaid quota and term, the company can use it on a rolling basis. It is intended to use the temporarily idle raised funds to purchase wealth management products or deposit products with high security, good liquidity and guaranteed principal (including but not limited to agreement deposits,
structured deposits, large certificates of deposit, call deposits, etc.).
7. Sponsor verification opinions
After reviewing the materials of the board of directors and the results of the meeting, the meeting materials of the board of supervisors and the results of the meeting, the sponsor believes that:
The company's use of part of the temporarily idle raised funds for cash management has been deliberated and approved by the board of directors and the board of supervisors, and the necessary approval procedures have been fulfilled. This matter complies with the requirements of laws, regulations and normative documents such as the Rules for the Listing of Stocks on the Science and Technology Innovation Board of the Shanghai Stock Exchange, the Self-Regulatory Guidelines for Listed Companies on the Science and Technology Innovation Board of the Shanghai Stock Exchange No. 1 - Standardized Operation, and the Regulatory Guidelines for Listed Companies No. 2 - Regulatory Requirements for the Management and Use of Funds Raised by Listed Companies. This matter is conducive to improving the efficiency of the use of funds, obtaining certain investment returns, does not affect the normal progress of the investment projects of the raised funds, and there is no disguised change in the investment direction of the raised funds and damage to the interests of shareholders, which is in line with the interests of the company and all shareholders. The sponsor has no objection to the company's use of part of the temporarily idle raised funds for cash management.
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(There is no text on this page, it is the signed and stamped page of the "Verification Opinions of CITIC Securities Co., Ltd. on the Use of Part of the Temporarily Idle Raised Funds by Beijing Institute of Aeronautical Materials Co., Ltd. for Cash Management")
Sponsor Representative:
Zhang Minghui Yang Meng
CITIC Securities Co., Ltd
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