Verification Opinion of CITIC Securities Co., Ltd. on the Completion of CITIC Offshore Helicopter Co., Ltd. Fundraising Project and Permanent Supplement of Working Capital
CITIC Securities Co., Ltd. (hereinafter referred to as "CITIC Securities" or "Joint Sponsor") is one of the joint sponsors for the non-public issuance of shares (hereinafter referred to as "this issuance") by CITIC Offshore Helicopter Co., Ltd. (hereinafter referred to as "CITIC Offshore" or "the Company"). In accordance with the relevant laws, regulations, and normative documents such as the "Regulations on the Management of Securities Issuance and Listing Sponsorship Business," "Shenzhen Stock Exchange Stock Listing Rules," and "Self-Regulatory Guidelines No. 1 for Listed Companies on the Main Board," we have conducted a verification regarding the completion of the fundraising project and the permanent supplementation of working capital with surplus funds. The verification results and opinions are as follows:
1. Basic Situation of Fundraising
According to the approval from the China Securities Regulatory Commission on the non-public issuance of shares by CITIC Offshore Helicopter Co., Ltd. (Zheng Jian Xu Ke [2020] No. 3419), the Company issued 169,699,717 ordinary shares (A shares) to CITIC Investment Holdings Co., Ltd. and 15 other specific entities at an issuance price of 6.50 yuan per share, raising a total of 1,103,048,160.50 yuan. After deducting issuance expenses of 21,801,523.94 yuan, the net amount raised was 1,081,246,636.56 yuan. As of August 20, 2021, the raised funds were deposited in the Company's special account for raised funds, verified by Da Xin Accounting Firm (Special General Partnership), which issued Verification Report No. [2021] 1-00118 on August 23, 2021. On October 18, 2021, the Company held the 12th meeting of the 7th Board of Directors, which approved the "Plan for Adjusting the Use of Funds Raised from the Non-Public Issuance of Shares." The Board adjusted and ultimately decided on the specific investment projects, priority order, and specific investment amounts based on the actual net amount raised, in compliance with relevant laws and regulations. The net amount raised after deducting issuance expenses will be used for the following projects: