Securities code: 688368 securities abbreviation: Shanghai Bright Power Semiconductor Co.Ltd(688368) Announcement No.: 2022-011 Shanghai Bright Power Semiconductor Co.Ltd(688368)
Announcement on using some over raised funds to permanently supplement working capital
The board of directors and all directors of the company guarantee that there are no false records, misleading statements or major omissions in the contents of this announcement, and bear legal responsibility for the authenticity, accuracy and integrity of its contents according to law.
Important content tips
Shanghai Bright Power Semiconductor Co.Ltd(688368) (hereinafter referred to as ” Shanghai Bright Power Semiconductor Co.Ltd(688368) ” or “the company”) plans to use part of the over raised funds of RMB 23 million to permanently supplement working capital;
The company promises that the accumulative amount used in every 12 months will not exceed 30% of the total amount of over raised funds; 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, and will not make high-risk investment or provide financial assistance to objects other than holding subsidiaries within 12 months after replenishing working capital;
The matter still needs to be deliberated and approved by the 2021 annual general meeting of shareholders of the company.
On February 23, 2022, the company held the 21st Meeting of the second board of directors and the 21st Meeting of the second board of supervisors, deliberated and adopted the proposal on using part of the over raised funds to permanently supplement working capital, and agreed to use the over raised funds of RMB 23 million to permanently supplement working capital. The details 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.
According to the company’s prospectus for initial public offering and listing on the science and innovation board, the investment projects and use plans of the funds raised by the company’s initial public offering are as follows:
No. project name total investment amount of the project investment amount of funds to be raised (10000 yuan) (10000 yuan)
1 General LED lighting driver chip development and industrialization project 16890.00 16890.00
2 intelligent LED lighting chip development and industrialization project 24130.00 24130.00
3. Product R & D and process upgrading fund 30000.00
Total 71020.00
The net amount of funds raised by the company is 787.7424 million yuan, the total amount of funds raised for investment projects with raised funds is 710.2 million yuan, and the over raised funds are 77.5424 million yuan.
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, within 12 months from the date of deliberation and approval by the board of directors, Without affecting the progress of the raised investment project and the use plan of the raised funds, use the temporarily idle raised funds up to RMB 730 million to purchase investment products with high safety, good liquidity and the principal guaranteed commitment provided by the product issuer (including but not limited to cooperative deposits, structured deposits, time deposits, large certificates of deposit, notice deposits, etc.), The above amount of funds can be used circularly and continuously 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、 Review procedures for the use of some over raised funds to permanently supplement working capital this time
1. At the 21st Meeting of the second board of directors of the company, the proposal on using some over raised funds to permanently supplement working capital was considered and adopted by 7 votes in favor, 0 against and 0 abstention;
2. The 21st Meeting of the second board of supervisors of the company deliberated and adopted the proposal on using some over raised funds to permanently supplement working capital with 3 votes in favor, 0 against and 0 abstention.
The proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation, and the online voting method is provided, which can be implemented only after being deliberated and approved by the general meeting of shareholders.
