Guotai Junan Securities Co.Ltd(601211) . AVIC Securities Co., Ltd
About Shennan Circuits Co.Ltd(002916)
Verification opinions on capital increase of wholly-owned subsidiaries with raised funds
Guotai Junan Securities Co.Ltd(601211) . AVIC Securities Co., Ltd. (hereinafter referred to as the “sponsor”) acts 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 increase the capital of wholly-owned subsidiaries. The details are as follows:
1、 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.
2、 Management and deposit of raised funds
In accordance with the company law of the people’s Republic of China, the securities law of the people’s Republic of China, 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, 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 and other laws and regulations, The management system of raised funds has been formulated, and the special account storage system is adopted for the raised funds.
According to the requirements of the regulatory authority, the use of raised funds needs to be supervised according to the project implementation subject. The company establishes a special supervision account according to the project implementation subject, as follows:
Sequence: Account No. of the special account for raised funds of the opening bank of the account opening entity and purpose no. of raised funds
1 Shennan Circuits Co.Ltd(002916) Bank Of China Limited(601988) IC carrier product manufacturing project of Shenzhen Shangbu sub branch 749775530847 for high-order flip chip
2 Shennan Circuits Co.Ltd(002916) China Agricultural Bank Of China Limited(601288) Shenzhen Central District 4105000040057114 supplementary working capital sub branch
3、 Overview of capital increase of wholly-owned subsidiaries with raised funds
In order to ensure the smooth implementation of the raised investment project, Shennan Circuits Co.Ltd(002916) plans to transfer the raised funds to the project implementation subject in the form of capital increase.
(I) capital increase plan
The company plans to use the raised capital of 180 million yuan to increase the capital of its wholly-owned subsidiary Wuxi Shennan. This capital increase will not increase the registered capital of Wuxi Shennan, and will be fully included in the capital reserve. All the funds raised in this capital increase are used for the implementation and construction of investment projects with raised funds.
(II) basic information of capital increase objects
1. Company name: Wuxi Shennan Circuits Co.Ltd(002916) Co., Ltd
2. Date of establishment: August 27, 2012
3. Registered address: No. 18, Changjiang East Road, Xinwu District, Wuxi
4. Registered capital: 780 million yuan
5. Legal representative: Yang Zhicheng
6. Business scope: production, processing and sales of module packaging products, electronic assembly, printed circuit board, communication technology products, communication equipment, microelectronics and components, chemical analysis instruments, industrial automation equipment, office automation equipment, photoelectric technology equipment and high-end household appliances; Development and sales of computers and software; Self operated import and export of various commodities and technologies (except for commodities and technologies restricted or prohibited by the state); Photographic sector making; Research and development, technical services, technical consulting, technology transfer and certification consulting services of printed circuit boards; Leasing services for self owned machinery and equipment (excluding financial leasing). (for projects subject to approval according to law, business activities can be carried out only after approval by relevant departments)
7. Shareholders: Shennan Circuits Co.Ltd(002916) holds 100% of its equity.
8. Main financial data of the latest year and period:
Unit: 10000 yuan
September 30, 2021 December 31, 2020
Total assets 504051.29 437831.47
Owner’s equity 195459.29 165650.78
Project from January to September 2021 to 2020
Operating income 334355.81 364845.74
Net profit 29635.09 34753.05
Note: the main financial data of the last year have been audited; The main financial data of the latest period has not been audited.
4、 Purpose of this capital increase and its impact on the company
The use of raised funds to increase capital to wholly-owned subsidiaries is based on the construction needs of the implementation subject of relevant raised investment projects, which is conducive to the smooth implementation of raised investment projects. The use mode and purpose of raised funds are in line with the company’s development strategy and the provisions of relevant laws and regulations, and in line with the interests of the company and all shareholders.
5、 Implemented decision-making procedures and relevant 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 increase the capital of wholly-owned subsidiaries, and agreed that the company would use the raised funds of 180 million yuan to increase the capital of Wuxi Shennan.
(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 approved the proposal on using the raised funds to increase the capital of wholly-owned subsidiaries, and agreed that the company would use the raised funds of 180 million yuan to increase the capital of Wuxi Shennan.
(III) opinions of independent directors
After verification, the use of the raised funds to increase capital to Wuxi Shennan, a wholly-owned subsidiary, is based on the construction needs of the implementation subject of the relevant raised investment projects, which is conducive to the smooth implementation of the raised investment projects. The use and purpose of the raised funds are in line with the company’s development strategy and the provisions of relevant laws and regulations, and in line with the interests of the company and all shareholders. Therefore, it is agreed that the company will use the raised funds to increase its capital to Wuxi Shennan, a wholly-owned subsidiary.
6、 Opinions of the sponsor
After verification, The sponsor believes that the company’s capital increase from the raised funds to Wuxi Shennan, a wholly-owned subsidiary, complies with the regulatory guidelines for 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, 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 regulations, and the necessary legal procedures have been performed, which meets the development needs of the company, does not affect the normal implementation of the investment projects with raised funds, and there is no change in the investment direction of raised funds and damage to the interests of shareholders. The recommendation institution has no objection to Shennan Circuits Co.Ltd(002916) using the raised funds to increase the capital to Wuxi Shennan, a wholly-owned subsidiary, to implement the raised investment project.
(no text below)
(signature page of “verification opinions on capital increase of wholly-owned subsidiaries by joint stock limited companies using raised funds”) (sponsor representative:
Yinbo Zhao Zonghui
Guotai Junan Securities Co.Ltd(601211) on mm / DD / yyyy (signature page of “verification opinions on capital increase of wholly-owned subsidiaries with raised funds by joint stock limited company”) (sponsor representative:
Yang Taoyang Jing
AVIC Securities Co., Ltd
