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China Securities Co., Ltd., AVIC Securities Co., Ltd
About AVIC (Chengdu) Unmanned Aircraft Systems Co., Ltd
Verification opinions on the use of part of the temporarily idle raised funds for cash management
China Securities Co., Ltd. (hereinafter referred to as "China Securities Securities") and AVIC Securities Co., Ltd. (hereinafter referred to as "AVIC Securities", CSC Securities and AVIC Securities are collectively referred to as the "Joint Sponsors") as the joint sponsors of the initial public offering of shares of AVIC (Chengdu) UAV Systems Co., Ltd. (hereinafter referred to as "CAV", "the Company") and listed on the Science and Technology Innovation Board, 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, Regulatory Guidelines for Listed Companies No. 2 - Regulatory Requirements for the Management and Use of Funds Raised by Listed Companies" and "Self-Regulatory Guidelines for Listed Companies on the Science and Technology Innovation Board of the Shanghai Stock Exchange No. 1 - Standardized Operation" and other laws, regulations and normative documents, the use of part of the temporarily idle raised funds by China UAV for cash management matters has been prudently verified, and the verification situation and verification opinions are as follows:
First, the basic situation of the funds raised
On May 17, 2022, the China Securities Regulatory Commission (CSRC) issued the "Approval of AVIC (Chengdu)
The approval of the registration of the initial public offering of shares of UAV Systems Co., Ltd. (Zheng Jian Xu Xu [2022] No. 825) agrees to the registration application of the company's initial public offering of shares. The company is allowed to issue to the public to the public
135,000,000 shares of currency common stock, with an issue price of 32.35 yuan per share, and a total of 436,725.00 yuan was raised
After deducting various issuance expenses of RMB170,192,800, the actual net amount of funds raised was RMB
419,705.72 million yuan, which has been established by Lixin Certified Public Accountants (Special General Partnership) on June 21, 2022
Issued the "Capital Verification Report" (Xinhuishi Bao Zi [2022] No. ZD10132).
The company conducts special account management for the raised funds, and signs the "Tripartite Supervision Agreement on the Storage of Special Accounts for Raised Funds" with the sponsor institution and the opening bank of the raised funds.
As of December 31, 2024, the balance of the company's special account for raising funds was 343,960.99 million yuan (inclusive).
Interest generated on bank deposits of raised funds and deductions of bank charges).
In order to improve the efficiency of the use of funds, the use of raised funds will not be changed without affecting the implementation of fund-raising projects
Under the premise of not affecting the normal operation of the company and ensuring the safety of funds and effectively controlling risks, the company intends to use part of the temporarily idle raised funds for cash management, so as to maintain and increase the value of the raised funds and increase the company's income. 2. The investment project of the raised funds
According to the purpose of the raised funds disclosed in the prospectus for the initial public offering of shares of AVIC (Chengdu) UAV Systems Co., Ltd. and listing on the Science and Technology Innovation Board, the funds raised by the company's initial public offering will be invested in the following projects after deducting the issuance expenses:
Unit: RMB 10,000 yuan
Serial No. Project Name Total Investment Funds to be Raised Funds
forehead
1 UAV system development and industrialization projects 148,199.00 97,125.00
2 Technical research and R&D capacity improvement project 61,514.00 46,875.00
3 Replenishment of liquidity 20,000.00 20,000.00
Total 229,713.00 164,000.00
As of December 31, 2024, the company has invested a total of 957.7202 million yuan in raised funds to raise funds
The balance of the special account is 343,960.99 million yuan, and the specific use of the special account is detailed in the "Special Report on the Deposit and Actual Use of Raised Funds of AVIC (Chengdu) UAV Systems Co., Ltd. in 2024".
3. The proposed use of part of the temporarily idle raised funds for cash management
According to the implementation plan of the company's fund-raising project and the related investment fund arrangement, some of the funds raised at this stage are temporarily idle in the short term, and it is planned to use this part of the temporarily idle raised funds for cash management.
(1) Investment purpose
The use of part of the temporarily idle raised funds for cash management is to improve the efficiency of the use of funds, better realize the preservation and appreciation of the raised funds, increase the company's income, and safeguard the common interests of all shareholders of the company under the premise of not affecting the implementation of the fund-raising project, changing the use of the raised funds without changing the use of the funds, not affecting the normal operation of the company, ensuring the safety of funds, and effectively controlling risks.
(2) The amount and duration of the investment
Under the premise of not affecting the normal progress of the company's investment plan of raised funds, the company intends to use no more
RMB2.5 billion of temporarily idle proceeds will be used for cash management with a period of no more than 12 months. Within the scope of the aforesaid quota and period, the funds can be used on a rolling basis.
(3) Investment varieties
The company will strictly control risks in accordance with relevant regulations, and intends to use temporarily idle raised funds to invest in principal-guaranteed products with high security and good liquidity. The investment products shall not be used for pledge, and the company shall not use the above-mentioned funds to engage in investment activities for the purpose of securities investment.
(4) Methods of implementation
Within the scope of the quota, the board of directors of the company authorizes the management of the company to handle relevant matters and sign relevant documents according to the actual situation, including but not limited to: selecting qualified financial institutions, clarifying the amount and period of cash management, selecting products/business varieties, signing contracts and agreements, etc. The company's finance department is responsible for organizing and implementing specific matters.
(5) The validity period of the resolution
It is valid for 12 months from the date of deliberation and approval by the board of directors and the board of supervisors of the company.
(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 income obtained from the company's cash management belongs to the company, which is preferentially used to make up for the insufficient investment amount of the fund-raising project, as well as the liquidity required for the company's daily operation, and is 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 raising funds, and the cash management will be returned to the special account for raising funds after expiration.
Fourth, the impact on the company's daily operations
The company's 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 progress of the company's raised funds investment projects, and effectively control the investment risks, and 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 the raised funds investment projects. At the same time, cash management of part of the idle raised funds is possible
Improve the efficiency of the use of raised funds, increase the company's cash asset income, and seek more investment returns for the company and shareholders.
5. Investment risk analysis and risk control measures
(1) Investment risk
The company intends to invest in high-security, liquidity-based principal-guaranteed products, but the product is greatly affected by the macroeconomic policy such as monetary policy, and the company will intervene in a timely and appropriate amount according to the economic situation and changes in the financial market, and does not rule out that the investment is affected by market fluctuations.
(2) Measures to be taken in response to investment risks
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 Company's Management System for Raised Funds.
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 the product 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. 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.
5. The company will strictly comply with the relevant regulations of the China Securities Regulatory Commission and the Shanghai Stock Exchange to fulfill the obligation of information disclosure in a timely manner.
6. The review procedures and special opinions performed by the company
(1) Deliberation procedures
On March 28, 2025, the company held the 26th meeting of the fifth board of directors and the fifth session of the company
The 14th meeting of the board of directors deliberated and passed the "Proposal on the Use of Part of the Temporarily Idle Raised Funds for Cash Management", and agreed that the company will use the temporarily idle raised funds of up to RMB 2.5 billion for cash management without affecting the normal progress of the company's raised funds investment plan, and the use period shall not exceed 12 months from the date of deliberation and approval by the board of directors of the company. Within the scope of the aforementioned quota and use period, the funds can be used on a rolling basis. It is planned to use the temporarily idle raised funds to purchase principal-guaranteed products with high security and good liquidity. Investment products shall not be used for pledge, and the company shall not use the above-mentioned funds to engage in investment activities for the purpose of securities investment. According to relevant laws and regulations, the use of part of the temporarily idle raised funds for cash management does not need to be reviewed by the general meeting of shareholders.
(2) Opinions of the Board of Supervisors
The Board of Supervisors believes that the Company's use of temporarily idle raised funds of no more than RMB 2.5 billion for cash management matters and decision-making procedures comply with relevant regulations, will not affect the Company's daily operations and the normal development of investment projects with raised funds, and there is no disguised change in the investment direction of the raised funds or damage to the interests of the Company and shareholders.
The Board of Supervisors approved the Company to use up to RMB2.5 billion of temporarily idle raised funds for cash management without affecting the implementation of the investment projects of the raised funds and ensuring the safety of the raised funds.
7. Verification opinions of the joint sponsor institution
After verification, the joint sponsor believes that the company's use of idle raised funds for cash management has been deliberated and approved by the company's board of directors and the board of supervisors, and the necessary review procedures have been performed, and the matter is carried out on the premise of ensuring that the construction of the raised funds project and the use of raised funds and ensuring the safety of the raised funds are carried out, which is conducive to improving the efficiency of the use of raised funds, and is in line with the "Shanghai Stock Exchange Science and Technology Innovation Board Stock Listing Rules" and "Regulatory Guidelines for Listed Companies No. 2—— Regulatory Requirements for the Management and Use of Funds Raised by Listed Companies", "Self-Regulatory Guidelines for Listed Companies on the Science and Technology Innovation Board of the Shanghai Stock Exchange No. 1 - Standardized Operation" and other relevant provisions. The sponsor has no objection to the company's use of 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 China Securities Co., Ltd. and AVIC Securities Co., Ltd. on AVIC (Chengdu) Unmanned Aircraft System Co., Ltd.'s Use of Part of the Temporarily Idle Raised Funds for Cash Management")
Sponsor Representative:
Liu Jiaqi Liu Xianfeng
China Securities Co., Ltd
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(There is no text on this page, it is the signed and stamped page of the "Verification Opinions of China Securities Co., Ltd. and AVIC Securities Co., Ltd. on AVIC (Chengdu) Unmanned Aircraft System Co., Ltd.'s Use of Part of the Temporarily Idle Raised Funds for Cash Management")
Sponsor Representative:
Sun Jie, Shen Xiqiang
AVIC Securities Limited
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