About Shanghai Bright Power Semiconductor Co.Ltd(688368)
Verification opinions on permanent replenishment of working capital with some over raised funds
Gf Securities Co.Ltd(000776) (hereinafter referred to as ” Gf Securities Co.Ltd(000776) ” and “sponsor”) as a sponsor of Shanghai Bright Power Semiconductor Co.Ltd(688368) (hereinafter referred to as ” Shanghai Bright Power Semiconductor Co.Ltd(688368) ” or “company”) for initial public offering, listing on the science and innovation board and continuous supervision, in accordance with the administrative measures for securities Issuance and listing recommendation business and the Listing Rules of the science and Innovation Board of Shanghai Stock Exchange The requirements of relevant laws, regulations and normative documents such as the measures for the continuous supervision of listed companies on the science and Innovation Board (for Trial Implementation), the self regulatory guidelines for listed companies on the science and Innovation Board of Shanghai Stock Exchange No. 1 – standardized operation, and the regulatory guidelines for listed companies No. 2 – regulatory requirements for the management and use of raised funds by listed companies (revised in 2022), Prudential due diligence was conducted on Shanghai Bright Power Semiconductor Co.Ltd(688368) the matters involved in the use of some over raised funds from initial public offering. The specific verification conditions and verification opinions are as follows:
1、 Basic information of raised funds
With the approval of China Securities Regulatory Commission on Approving the registration of Shanghai Bright Power Semiconductor Co.Ltd(688368) initial public offering of shares (zjxk [2019] No. 1670) and the consent of Shanghai Stock Exchange self regulatory decision ([2019] No. 207), the company issued 15.4 million RMB common shares (A shares) to the public for the first time, with an issue price of 56.68 yuan / share, The total amount of funds raised is RMB 872.872 million. After deducting the total issuance expenses of RMB 85.1296 million (excluding value-added tax), the actual net amount of funds raised is RMB 787.7424 million. The above raised funds have been in place on October 9, 2019. Lixin Certified Public Accountants (special general partnership) verified the arrival of the funds raised in this issuance and issued the capital verification report (xksbz [2019] No. za15651). The company has adopted a special account storage system for the raised funds.
2、 Use of raised funds
1. On October 28, 2019, the 18th meeting of the first board of directors and the 16th meeting of the first board of supervisors deliberated and approved the proposal on cash management with temporarily idle raised funds, and agreed that the company would not affect the progress of raised investment projects and the safety and liquidity of raised funds within 12 months from the date of deliberation and approval by the board of directors The issuer of the product can provide investment products with Principal Guaranteed commitments (including but not limited to agreed deposits, structured deposits, time deposits, large certificates of deposit, call deposits, etc.), and the above amount of funds can be recycled and used within the validity period.
On the same day, the 18th meeting of the first board of directors and the 16th meeting of the first board of supervisors considered and approved the proposal on using part of the over raised funds to permanently supplement working capital, and agreed that the company would use part of the over raised funds totaling RMB 23 million to permanently supplement working capital, The matter has been deliberated and approved by the third extraordinary general meeting of shareholders in 2019 held on November 15, 2019.
The independent directors, the board of supervisors and the recommendation institution of the company have expressed their consent to the above matters. For details of the above matters, please refer to the website of Shanghai Stock Exchange (www.sse. Com. CN.) on October 29, 2019 Relevant announcements of disclosure.
2. On November 25, 2019, the 19th meeting of the first board of directors and the 17th meeting of the first board of supervisors deliberated and approved the proposal on using bank acceptance bills and letters of credit to pay the funds required for raised investment projects and replace them with the raised funds in the same amount, and agreed that the company would use bank acceptance bills and letters of credit during the implementation of raised investment projects The funds required for the raised investment project shall be paid by letter of credit and other means, and then replaced with the raised funds regularly, and the equivalent funds shall be transferred from the special account of raised funds to the general account of the company. This part of the equivalent replacement funds shall be regarded as the used funds of the raised investment project.
The independent directors, the board of supervisors and the recommendation institution of the company expressed their consent on this matter. For details of the above matters, please refer to the website of Shanghai Stock Exchange (www.sse. Com. CN.) on November 26, 2019 Relevant announcements of disclosure.
3. On September 11, 2020, the fifth meeting of the second board of directors and the fifth meeting of the second board of supervisors deliberated and approved the proposal on using idle raised funds to temporarily supplement working capital, and agreed that the company would use the idle raised funds of RMB 120 million to temporarily supplement working capital, which would only be used for the company’s business development Daily operation and other production and operation activities related to the main business. The service life shall be within 12 months from the date of deliberation and approval by the board of directors of the company.
The independent directors, the board of supervisors and the recommendation institution of the company expressed their consent on this matter. The above matters are detailed in the website of Shanghai Stock Exchange (www.sse. Com. CN.) on September 12, 2020 Relevant announcements of disclosure.
As of September 9, 2021, the company has actually used 90 million yuan of idle raised funds to temporarily supplement the working capital, returned all the above funds to the corresponding special account for raised funds, and notified the recommendation institution and recommendation representative of the return of the above raised funds. For details, please refer to the website of Shanghai Stock Exchange (www.sse. Com. CN.) on September 11, 2021 Relevant announcements of disclosure.
4. On October 27, 2020, the sixth meeting of the second board of directors and the sixth meeting of the second board of supervisors deliberated and approved the proposal on cash management with temporarily idle raised funds, and agreed that the company would, within 12 months from the date of deliberation and approval by the board of directors, Without affecting the progress of the investment project and the use plan of the raised funds, use the temporarily idle raised funds up to RMB 60 million to buy investment products with high safety and good liquidity (including but not limited to agreement deposits, structured deposits, time deposits, large certificates of deposit, notice deposits, income certificates, etc.), The above amount of funds can be used circularly and continuously within the validity period.
On the same day, the sixth meeting of the second board of directors and the sixth meeting of the second board of supervisors considered and approved the proposal on using part of the over raised funds to permanently supplement working capital, and agreed that the company would use part of the over raised funds totaling RMB 23 million to permanently supplement working capital, The matter has been deliberated and approved by the third extraordinary general meeting of shareholders in 2020 held on November 18, 2020.
The independent directors, the board of supervisors and the recommendation institution of the company have expressed their consent to the above matters. The above matters are detailed in the website of Shanghai Stock Exchange (www.sse. Com. CN.) on October 28, 2020 Relevant announcements of disclosure.
5. On December 28, 2020, the seventh meeting of the second board of directors and the seventh meeting of the second board of supervisors of the company deliberated and adopted the proposal on adjusting the internal structure of some raised capital investment projects, which will be the “general LED lighting driver chip development and industrialization project” The implementation site of “intelligent LED lighting chip development and industrialization project” is adjusted from purchase to lease. At the same time, the investment amount of internal projects such as construction investment and implementation cost is adjusted according to the project progress.
The independent directors, the board of supervisors and the recommendation institution of the company expressed their consent on this matter. The above matters are detailed in the website of Shanghai Stock Exchange (www.sse. Com. CN.) on December 30, 2020 Relevant announcements of disclosure.
6. On September 10, 2021, the 17th meeting of the second board of directors and the 17th meeting of the second board of supervisors considered and approved the proposal on using idle raised funds to temporarily supplement working capital, and agreed that the company would use idle raised funds of RMB 200 million to temporarily supplement working capital, which would only be used for the company’s daily operation Business development and other production and operation activities related to the main business. The service life shall be within 12 months from the date of deliberation and approval by the board of directors of the company.
The independent directors, the board of supervisors and the recommendation institution of the company expressed their consent on this matter. The above matters are detailed in the website of Shanghai Stock Exchange (www.sse. Com. CN.) on September 11, 2021 Relevant announcements of disclosure.
7. On October 21, 2021, the 19th meeting of the second board of directors and the 19th meeting of the second board of supervisors deliberated and approved the proposal on increasing the implementation subject of some raised capital investment projects, adding Hangzhou Shanghai Bright Power Semiconductor Co.Ltd(688368) Semiconductor Co., Ltd., a wholly-owned subsidiary of the company Chengdu Shanghai Bright Power Semiconductor Co.Ltd(688368) Semiconductor Co., Ltd. is the implementation subject of the raised capital investment project “product R & D and process upgrading fund”, and authorizes the company’s management to open a special account for raised capital, sign the raised capital supervision agreement and handle other relevant matters.
On the same day, the 19th meeting of the second board of directors and the 19th meeting of the second board of supervisors deliberated and approved the proposal on cash management with temporarily idle raised funds, and agreed that the company would, within 12 months from the date of deliberation and approval by the board of directors, Without affecting the progress of the investment project of the raised funds and the use plan of the raised funds, use the temporarily idle raised funds up to RMB 500 million to buy investment products with high safety and good liquidity (including but not limited to agreement deposits, structured deposits, time deposits, large certificates of deposit, notice deposits, income certificates, etc.), The above amount of funds can be used circularly and continuously within the validity period.
The independent directors, the board of supervisors and the recommendation institution of the company have expressed their consent to the above matters. The above matters are detailed in the website of Shanghai Stock Exchange (www.sse. Com. CN.) on October 22, 2021 Relevant announcements of disclosure.
3、 The plan of using part of the over raised funds to permanently supplement the working capital
In order to improve the use efficiency of raised funds, reduce financial costs and safeguard the interests of listed companies and shareholders, In accordance with the requirements of laws, regulations and normative documents such as the Listing Rules of shares on the science and Innovation Board of Shanghai Stock Exchange, the regulatory guidelines for listed companies No. 2 – regulatory requirements for the management and use of raised funds by listed companies, and the self regulatory guidelines for listed companies on the science and Innovation Board of Shanghai Stock Exchange No. 1 – standardized operation, Combined with the actual production and operation needs and financial situation of the company, on the premise of ensuring the progress of raised investment projects and the demand for raised funds, it is proposed to use 23 million yuan of over raised funds to permanently supplement the working capital of the company, which is mainly used for raw material procurement, market development and daily business activities.
The over raised funds are used to permanently supplement the working capital of 23 million yuan, accounting for 29.66% of the total over raised funds, Comply with the relevant provisions of the guidelines for the supervision of listed companies No. 2 – regulatory requirements for the management and use of raised funds by listed companies on “the over raised funds can be used for permanent replenishment of working capital and repayment of bank loans, and the cumulative amount within each twelve months shall not exceed 30% of the total amount of over raised funds”.
The company promises that the accumulative amount used in every 12 months will not exceed 30% of the total amount of over raised funds; We promise that the permanent replenishment of working capital with over raised funds will not affect the capital demand for the construction of raised investment projects. We will not make high-risk investment or provide financial assistance to objects other than holding subsidiaries within 12 months after replenishing working capital.
4、 Relevant review and approval procedures
The company held the 21st Meeting of the second board of directors and the 21st Meeting of the second board of supervisors on February 23, 2022, deliberated and adopted the proposal on using part of the over raised funds to permanently supplement working capital, and agreed to use part of the over raised funds of 23 million yuan to permanently supplement working capital, The independent directors of the company expressed their independent opinions with explicit consent.
After the deliberation and approval of the board of directors, it will be submitted to the general meeting of shareholders of the company for deliberation and provide online voting methods, which can be implemented only after the deliberation and approval of the general meeting of shareholders.
5、 Verification opinions of the recommendation institution
The recommendation institution has verified the documents of the board of directors and the board of supervisors on the use of some over raised funds to permanently supplement working capital and the independent opinions issued by independent directors.
The company’s use of some over raised funds to permanently supplement working capital has been deliberated and approved by the board of directors and the board of supervisors of the company. The independent directors have expressed their independent opinions with explicit consent and fulfilled the necessary procedures, which need to be submitted to the general meeting of shareholders of the company for deliberation. This matter complies with the requirements of laws, regulations and normative documents such as the guidelines for self discipline supervision of listed companies on the science and Innovation Board of Shanghai Stock Exchange No. 1 – standardized operation and the guidelines for supervision of listed companies No. 2 – regulatory requirements for the management and use of raised funds of listed companies (revised in 2022). This time, the company uses part of the over raised funds to permanently supplement the working capital and is used for the production and operation related to the main business, which is conducive to improving the use efficiency of the raised funds and in line with the interests of the company and all shareholders.
In conclusion, the recommendation institution has no objection to the company’s use of some over raised funds to permanently supplement working capital.
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[there is no text on this page, which is the signature and seal page of Gf Securities Co.Ltd(000776) verification opinions on Shanghai Bright Power Semiconductor Co.Ltd(688368) using some over raised funds to permanently supplement working capital] signature of the sponsor representative:
Meng Xiaoxiang, Yuan Haifeng
Gf Securities Co.Ltd(000776) mm / DD / yy
