Dongxing Securities Corporation Limited(601198)
About Shenzhen oney Electronics Co., Ltd
Use the raised funds to replace the pre invested projects and
Verification opinions on self raised funds with paid issuance expenses
Dongxing Securities Corporation Limited(601198) (hereinafter referred to as ” Dongxing Securities Corporation Limited(601198) ” or “sponsor”) as a sponsor for the initial public offering, listing and continuous supervision of Shenzhen oneI Electronics Co., Ltd. (hereinafter referred to as “oneI Electronics” or “company”), in accordance with the administrative measures for securities issuance and listing recommendation business and the Listing Rules of GEM stocks of Shenzhen Stock Exchange In accordance with the requirements of relevant laws, regulations and normative documents such as the guidelines for self-discipline supervision of listed companies of Shenzhen Stock Exchange No. 2 – standardized operation of companies listed on the gem, o’nei electronic has carefully verified the use of raised funds to replace self raised funds invested in pre raised projects and paid issuance expenses. The verification results are as follows:
1、 Overview of raised funds
The registration was approved by the reply on Approving the registration of initial public offering of Shenzhen oneI Electronics Co., Ltd. (zjxk [2021] No. 3582) issued by China Securities Regulatory Commission (hereinafter referred to as “CSRC”) and agreed by Shenzhen Stock Exchange, Shenzhen oney Electronics Co., Ltd. (hereinafter referred to as “the company” or “oney Electronics”) issued 30 million ordinary shares (A shares) in RMB for the first time, with a par value of RMB 1.00 per share and an issue price of 66.18 yuan / share. The total amount of funds raised was 1985400000.00 yuan, deducting 184883351.50 yuan of relevant issuance expenses (excluding tax), The net amount of actually raised funds is 1800516648.50 yuan, including 808742700.00 yuan of project funds invested by raised funds and 991773948.50 yuan of over raised funds. The above raised funds have been transferred to the designated account of the company on December 23, 2021, and have been verified by Lixin Certified Public Accountants (special general partnership), and the capital verification report (xksbz [2021] No. zb11564) was issued on December 24, 2021. The company has stored and managed the above raised funds in a special account in accordance with the regulations. After the raised funds are received, they are all deposited in the special account for raised funds, and signed the tripartite supervision agreement for raised funds with the sponsor and the bank with which the special account is opened.
2、 Basic information of investment projects with raised funds
According to the prospectus of Shenzhen oney Electronics Co., Ltd. for initial public offering and listing on the gem, the funds raised by the company’s public offering will be used to invest in the following projects:
Unit: 10000 yuan
No. project name total investment proposed to be invested in the implementation subject of raised funds
1. Intelligent video product production line construction project 29045.32 29045.32 Zhongshan huihaixin + oni video
2. Construction project of intelligent audio product production line 17903.12 17903.12 Zhongshan huihaixin + oni intelligent
3. Intelligent transformation project of PCBA production workshop 2146.25
4. Construction project of intelligent audio and video product R & D center 12678.29 oni Electronics
5. Brand building and marketing channel upgrading project 14101.29
6. Supplementary working capital project 5000.00 onyi Electronics
Total 80874.27
Note: Zhongshan huihaixin is the abbreviation of Zhongshan huihaixin Technology Co., Ltd; Oney video is the abbreviation of oney video technology (Zhongshan) Co., Ltd; Onyi intelligent is the abbreviation of onyi Intelligent Technology (Zhongshan) Co., Ltd.
3、 The self raised funds have been invested in the raised investment projects in advance and the issuance expenses have been paid
(I) replacement of self raised funds and pre investment of raised funds in investment projects
As of December 23, 2021, the company has invested in advance in “intelligent video product production line construction project”, “intelligent audio product production line construction project” and “PCBA production workshop intelligent transformation project” with self raised funds, with a total investment of 97.7365 million yuan. The company plans to use the raised funds to replace the self raised funds invested in the above early stage, The details are as follows:
Unit: 10000 yuan
Total investment amount of projects invested by raised funds raised funds committed self owned funds to be replaced investment amount investment amount
Intelligent video product production line construction project 29045.32 29045.32 4976.16 4976.16
Intelligent audio product production line construction project 17903.12 17903.12 3361.76 3361.76
PCBA production workshop intelligent transformation project 2146.25 1435.73 1435.73
Construction project of intelligent audio and video product R & D center 12678.29 0
Brand building and marketing channel upgrading project 14101.29 14101.29 0
Supplementary working capital project 5000.00 5000.00 0
Total 80874.27 9773.65 9773.65
(II) advance payment of issuance expenses for replacement of self raised funds
Before the raised funds are actually in place, the company has used the self raised funds to pay the issuance expenses.
As of December 23, 2021, the issuance expenses paid in advance by the company with self raised funds are RMB 5.8226 million (excluding value-added tax). The company plans to use the raised funds to replace the self raised funds that have paid the issuance expenses in the previous period. The details are as follows:
Unit: 10000 yuan
The project issuance fee is self raised and paid in advance (excluding tax). The amount to be replaced
Sponsor and underwriting fees 16311.63 200.00 200.00
Audit and capital verification expenses 1156.00 310.00 310.00
Attorney fees 620.00 58.35 58.35
Information disclosure fee 386.79 0
Handling fees for issuance and listing 13.91 13.91 13.91
Total 18488.34 582.26 582.26
Note: the difference in mantissa between the sum of the total number and the number of each column is caused by rounding.
The amount of the above self raised funds invested in the investment projects of raised funds in advance and the paid issuance expenses have been reviewed by Lixin Certified Public Accountants (special general partnership), and the special review report on the replacement of raised funds of Shenzhen oneI Electronics Co., Ltd. (Xin Hui Shi Bao Zi [2022] No. zb10028) has been issued. As of December 23, 2021, the company has invested 97.7365 million yuan of raised funds in advance with self raised funds, and paid 5.8226 million yuan of issuance expenses with self raised funds (excluding value-added tax), totaling 103.559 million yuan.
4、 Implementation of replacement of early investment with raised funds
According to the prospectus of Shenzhen oneI Electronics Co., Ltd. for initial public offering and listing on the gem disclosed by the company, The company has made arrangements for the early investment of the raised funds: that is, “before the raised funds are in place, the company can use the self raised funds to invest in the construction according to the actual situation, and replace them according to the procedures specified in relevant laws and regulations after the raised funds are in place.” The exchange of raised funds is consistent with the arrangement in the prospectus and does not conflict with the implementation plan of the raised investment project.
The exchange of raised funds complies 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 guidelines for the self discipline supervision of listed companies of Shenzhen Stock Exchange No. 2 – standardized operation of Companies listed on GEM, as well as the relevant arrangements of issuance application documents, It does not affect the normal progress of the investment plan of the raised funds, nor does it change the purpose of the raised funds in a disguised form. The replacement time of the company’s raised funds is less than six months from the arrival time of the raised funds, which is in line with the relevant provisions of laws and regulations.
5、 Relevant review procedures and review opinions
(I) deliberation opinions of the board of directors
The company held the 21st Meeting of the second board of directors on February 23, 2022, deliberated and adopted the proposal on replacing self raised funds invested in pre raised projects and paid issuance expenses with raised funds. The board of directors approved the company to use the raised funds to replace the self raised funds of 97.7365 million yuan invested in the raised investment projects in advance, and the self raised funds paid the issuance expenses of 5.8226 million yuan (excluding value-added tax), totaling 103.559 million yuan.
(II) independent opinions of independent directors
The independent directors believe that the company’s use of raised funds to replace self raised funds invested in raised investment projects in advance and paid issuance expenses complies with the relevant provisions of laws, regulations and normative documents and the relevant arrangements of the company’s issuance application documents, and the review procedures are legal and compliant. The replacement of the raised funds will not adversely affect the normal business activities of the company, affect the normal implementation of the investment projects of the raised funds, change the investment direction of the raised funds in a disguised form, and damage the interests of the company and all shareholders, especially the minority shareholders.
The independent directors unanimously agreed to the proposal on using the raised funds to replace the self raised funds invested in the raised investment projects in advance and the paid issuance expenses.
(III) review opinions of the board of supervisors
The company held the 13th meeting of the second board of supervisors on February 23, 2022, and deliberated and adopted the proposal on using the raised funds to replace the self raised funds invested in the raised investment projects in advance and the paid issuance expenses. The board of supervisors of the company believes that the company uses the raised funds to replace the self raised funds invested in the raised investment projects in advance and paid the issuance expenses, and the replacement time is less than 6 months from the arrival time of the raised funds. The relevant contents and review procedures comply with the guidelines for the supervision of listed companies No. 2 – regulatory requirements for the management and use of raised funds of listed companies The provisions of relevant laws, regulations and normative documents such as the Listing Rules of GEM stocks of Shenzhen Stock Exchange, the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 2 – standardized operation of GEM listed companies, and
