Guotai Junan Securities Co.Ltd(601211) . AVIC Securities Co., Ltd
About Shennan Circuits Co.Ltd(002916)
The verification opinions Guotai Junan Securities Co.Ltd(601211) on replacing the self raised funds invested in the raised investment project in advance with the raised funds, and AVIC Securities Co., Ltd. (hereinafter referred to as the “sponsor”) as the sponsor of Shennan Circuits Co.Ltd(002916) (hereinafter referred to as the ” Shennan Circuits Co.Ltd(002916) ” and “company”) for non-public issuance of a shares, According to the measures for the administration of securities issuance and listing recommendation business, the guidelines for the supervision of listed companies No. 2 – regulatory requirements for the management and use of raised funds by listed companies, the stock listing rules of Shenzhen Stock Exchange, and the guidelines for the self-discipline supervision of listed companies of Shenzhen Stock Exchange No. 13 – recommendation business The self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 1 – standardized operation of listed companies on the main board and other relevant provisions have verified the matters that Shennan Circuits Co.Ltd(002916) plans to use the raised funds to replace the self raised funds invested in the raised investment projects in advance. The details are as follows:
1、 Overview of investment and replacement of raised funds
With the approval of the reply on approving Shennan Circuits Co.Ltd(002916) non-public shares issued by the China Securities Regulatory Commission (zjxk [2021] No. 4151), the company privately issued 23694480 RMB ordinary shares, raising a total of 254999937.60 yuan, deducting 20335154.66 yuan of issuance related expenses (excluding tax), The net amount of funds actually raised was 2529664782.94 yuan. The availability of the above raised funds has been verified by Lixin Certified Public Accountants (special general partnership) and issued the Shennan Circuits Co.Ltd(002916) capital verification report (Xin Kuai Shi Bao Zi [2022] No. zi10015).
According to the plan for non-public development of A-Shares in 2021 approved at the fourth meeting of the third 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
Serial number project name implementation subject project to be used
Total investment funds raised
1. IC carrier product manufacturing project for high-order flip chip Wuxi Shennan 201627.00 180000.00
2 supplementary working capital Shennan Circuits Co.Ltd(002916) 75000.00 75000.00
Total 276627.00 255000.00
Note: Wuxi Shennan is a wholly-owned subsidiary of Wuxi Shennan Circuits Co.Ltd(002916) Co., Ltd.
Before the funds raised from this non-public offering are in place, the company has invested with self raised funds according to the market conditions and the actual situation of the implementation progress of the investment projects with raised funds, and plans to replace them in accordance with the requirements and procedures of relevant laws and regulations after the raised funds are in place.
After the funds raised in this non-public offering are in place, if the actual net amount of the raised funds after deducting the issuance expenses cannot meet the needs of the above-mentioned purposes of the raised funds, the board of directors and its authorized persons will, according to the actual net amount of the raised funds and on the premise of complying with relevant laws and regulations, within the scope of the above-mentioned investment projects of the raised funds, The specific investment projects and priorities of the raised funds and the specific investment amount of each project can be adjusted and finally determined according to the actual situation such as the progress of the investment projects invested by the raised funds and the fund demand. The insufficient part of the raised funds shall be solved by the company by self financing.
As of January 31, 2022, the company has invested the above-mentioned investment projects with raised funds in advance with self raised funds, with a total amount of 420.9268 million yuan. Now it plans to use the raised funds to replace the part invested in advance. The details are as follows:
Unit: 10000 yuan
Sequence project name the project plans to use the total investment raised funds with the pre proposed replacement amount of self raised funds as the first investment amount
1. Manufacturing project of IC board for high-order flip chip 201627.00 180000.00 42092.68 42092.68
2 supplementary working capital 75000.00 —
Total 276627.00 255000.00 42092.68 42092.68
2、 Implementation of replacement of early investment with raised funds
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, which ensures the construction progress of the raised funds investment projects and meets the development needs of the company. If the purpose of the raised funds for the project is not changed, it will not affect the normal use of the raised funds, and the raised funds will not change the purpose of the investment plan of the company. If the raised funds are not used in advance, it will not affect the normal use of the raised funds; The replacement time of the raised funds is no more than 6 months from the arrival time of the raised funds, Comply with the provisions of laws, regulations and normative documents such as the guidelines for the supervision of listed companies No. 2 – regulatory requirements for the management and use of raised funds by listed companies, the stock listing rules of Shenzhen Stock Exchange and the guidelines for the self discipline supervision of listed companies of Shenzhen Stock Exchange No. 1 – standardized operation of listed companies on the main board.
3、 Decision making procedures performed and accountant’s assurance opinions
(I) deliberations of the board of directors
On February 21, 2022, the 13th meeting of the third board of directors of the company deliberated and approved the proposal on using the raised funds to replace the self raised funds of the projects invested with raised funds in advance, and agreed that the company would use the raised funds of 420.9268 million yuan to replace the self raised funds of the projects invested with raised funds in advance.
(II) deliberation of the board of supervisors
On February 21, 2022, the ninth meeting of the third board of supervisors of the company deliberated and adopted the proposal on using raised funds to replace 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 funds investment project in advance complies with the laws, regulations and normative documents on the management of the raised funds, does not conflict with the implementation of the company’s raised funds use project, and does not affect the normal progress of the company’s raised funds investment project, There is no disguised change in the purpose of the raised funds and damage to the interests of all shareholders. It is agreed that the company will replace the self owned funds invested in advance with the raised funds.
(III) 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 accelerating the construction of projects invested with raised funds, which is in line with 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 arrival time 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 purpose 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.
(IV) assurance opinions of accounting firms
Lixin Certified Public Accountants (special general partnership) conducted a special audit on the company’s use of raised funds to replace the investment projects invested with raised funds in advance, and issued an assurance report. It is considered that the special description on the investment projects invested with raised funds in advance prepared by Shennan Circuits Co.Ltd(002916) complies with the relevant provisions of the guidelines for the standardized operation of listed companies of Shenzhen Stock Exchange, In all major aspects, it fairly reflects the situation that Shennan Circuits Co.Ltd(002916) has invested the raised funds in advance with self raised funds as of January 31, 2022.
4、 Opinions of the sponsor
After verification, the sponsor believes that the company’s use of the raised funds to replace the self raised funds invested in the raised investment projects in advance has been deliberated and approved by the Shennan Circuits Co.Ltd(002916) board of directors, the board of supervisors and independent directors have expressed their explicit consent, and Lixin Certified Public Accountants (special general partnership) has issued a special assurance report and fulfilled the necessary approval procedures. The company’s use of the raised funds of 420.9268 million 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 provisions and requirements of Shenzhen Stock Exchange Guidelines on self discipline supervision of listed companies No. 1 – standardized operation of listed companies on the main board and guidelines on supervision of listed companies No. 2 – regulatory requirements for the management and use of raised funds by listed companies. The recommendation institution has no objection to the company’s use of the raised funds to replace the self raised funds invested in the raised investment projects in advance.
(no text below)
(signature page of the verification opinions on the use of raised funds by a joint stock limited company to replace the self raised funds invested in the raised investment project in advance) (sponsor representative:
Yinbo Zhao Zonghui
Guotai Junan Securities Co.Ltd(601211) on mm / DD / yyyy (signature page of the verification opinions on the use of raised funds to replace self raised funds invested in raised investment projects in advance) sponsor representative:
Yang Taoyang Jing
AVIC Securities Co., Ltd
