Securities code: 300474 securities abbreviation: Changsha Jingjia Microelectronics Co.Ltd(300474) Announcement No.: 2022-013 Changsha Jingjia Microelectronics Co.Ltd(300474)
On terminating some raised investment projects and using the raised funds
Announcement of permanent replenishment of working capital
The company and all members of the board of directors guarantee that the information disclosed is true, accurate and complete without false records, misleading statements or major omissions.
Special tips:
1. The raised investment projects to be terminated and permanently replenished this time:
(1) The investment projects of raised funds to be terminated this time: general chip R & D and industrialization projects in the field of consumer electronics;
(2) After the termination of the raised investment project, it is proposed to permanently supplement the working capital with the remaining raised capital of 113.45 million yuan (which is the balance as of January 31, 2022, including the accumulated bank deposit interest received, and the final amount is subject to the bank interest settlement balance on the day of fund transfer out) for the daily production, operation and business development of the company. The specific amount shall be subject to the actual balance of the special account on the day of carry forward.
2. This matter has been deliberated and approved at the 8th meeting of the 4th board of directors and the 7th Meeting of the 4th board of supervisors of the company. The independent directors have expressed their agreed independent opinions, which need to be submitted to the general meeting of shareholders of the company for deliberation and approval. 3. It is uncertain whether this item can be approved by the general meeting of shareholders. Investors are reminded to pay attention to investment risks. Changsha Jingjia Microelectronics Co.Ltd(300474) (hereinafter referred to as "the company") held the 8th meeting of the 4th board of directors and the 7th Meeting of the 4th board of supervisors on February 24, 2022, deliberated and adopted the proposal on terminating some raised investment projects and using the raised funds to permanently supplement working capital, Agree to terminate the "general chip R & D and industrialization project for consumer electronics" and permanently supplement the remaining raised funds with working capital. The matter still needs to be submitted to the second extraordinary general meeting of shareholders in 2022 for deliberation. The details are as follows:
1、 Basic information of raised funds
Changsha Jingjia Microelectronics Co.Ltd(300474) (hereinafter referred to as "the company") approved by the permit [2018] No. 1910 document of the China Securities Regulatory Commission and adopted the method of non-public offering of shares. The company actually issued 30596174 shares, with a par value of RMB 1 per share and an issue price of RMB 35.56 per share. The total amount of funds raised in this issuance is 1087999947.44 yuan, after deducting 8332482.96 yuan of issuance expenses (498113.21 yuan of deductible VAT input tax excluding issuance expenses), the net amount of funds raised is 1079667464.48 yuan, which will be used for general-purpose chip research, development and industrialization projects in the field of consumer electronics High performance general graphics processor R & D and industrialization projects and supplementary working capital. The above raised funds have been verified by Tianzhi International Certified Public Accountants (special general partnership) and issued the capital verification report (tzyz [2018] No. 22929). The company has signed the tripartite supervision agreement on the deposit of the above raised funds, and all of them have been deposited in the special account for the management of the raised funds.
The use plan of the raised funds of the company is as follows:
Unit: 10000 yuan
Project Name: estimated total investment and total amount of raised capital to be invested
1 high performance general graphics processor R & D and industrialization project 115195.00 87166.75
2 general purpose chip R & D and industrialization project for consumer electronics 18760.00 10800.00
3. Supplementary working capital 10000.00 10000.00
Total 143955.00 107966.75
2、 Use of raised funds
As of January 31, 2022, the use of raised funds is as follows:
Unit: 10000 yuan
The number of the remaining raised funds to be invested as of January 31 is the amount of the accumulated investment progress (including interest) on the total day of the capital collection of the implementation subject of the committed investment project
High performance general graphics office Changsha jingmeiji
R & D and industrial circuit design 87166.75 23550.83 27.02% 70141.43
1. Limited company, director
Project Changsha Jingjia Microelectronics Co.Ltd(300474) power
Subsidiary Co., Ltd
company
Changsha potential dragon in the field of consumer electronics
2 general chip R & D Microelectronics Co., Ltd. 10800.00 292.15 2.71% 11345.00
And industrialization project company
Changsha Changsha Jingjia Microelectronics Co.Ltd(300474)
3. The electronic shares of supplementary working capital are 10000.00 10442.43 104.42% 0
Limited company
Total 107966.75 34285.41 - 81486.43
Note 1: as of January 31, 2022, 2.9215 million yuan has been invested in the R & D and industrialization of general-purpose chips in the field of consumer electronics, mainly for the purchase of equipment and trial production costs.
Note 2: as of January 31, 2022, 104.4243 million yuan has been invested in the supplementary working capital project, exceeding the total amount of 4.4243 million yuan to be invested in the raised funds, mainly due to the interest generated by the deposit of the raised funds in the bank.
3、 Raised investment projects to be terminated and reasons
The raised investment project to be terminated this time is "general chip R & D and industrialization project for the field of consumer electronics". In the feasibility study stage of this project, China's consumer electronics market is in the stage of rapid development, which is a hot spot in China's electronic product market and is expected to have good development prospects. With years of chip R & D accumulation, the company has broken through several key technologies, developed general-purpose MCU chips, ble low-power Bluetooth chips, type-C & PD interface control chips and other general-purpose chips, and continuously explored the market layout of the company in the field of consumer electronics.
However, in recent years, great changes have taken place in the consumer chip market, and the market concentration has gradually increased and is still on the rise. European and American enterprises occupy the main market in the medium and high-end field, while Chinese enterprises mainly compete in the low-end product field, with low bargaining power. At the same time, they are affected by smart phones The slowdown in the application growth of consumer chip terminals such as PC and the impact of consumers on the diversification of application demand have further increased the demand uncertainty of downstream consumer chip market and the risk of product development projects.
Based on the above factors, in order to improve the use efficiency of the raised funds and focus on the development of the company's main business of GPU chips, the company decided to terminate the "general chip R & D and industrialization project for the field of consumer electronics" after careful discussion after comprehensively considering the changes of the consumer chip market and the actual operation of the company. The remaining raised funds of the project will permanently supplement the working capital.
4、 Use plan of remaining raised funds
In view of the termination of the company's fund-raising project "general chip R & D and industrialization project for the field of consumer electronics", in order to improve the use efficiency of the raised funds, according to the Listing Rules of GEM stocks of Shenzhen Stock Exchange Relevant provisions such as self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 2 - standardized operation of companies listed on GEM and the company's management system for raised funds, The listed company plans to permanently supplement the remaining raised funds after the termination of the raised investment project (including the accumulated bank deposit interest received, and the final amount shall be subject to the bank interest settlement balance on the day of capital transfer out) with working capital for the company's daily production, operation and business development. After the termination of the raised investment project "general chip R & D and industrialization project for consumer electronics" and the permanent replenishment of working capital with the remaining raised funds, the special account for the raised funds will no longer be used, the company will cancel the special account for the above raised funds, and the relevant tripartite fund-raising supervision agreement will also be terminated.
5、 The impact of terminating some raised investment projects and using the raised funds to permanently supplement the working capital on the company
The termination of the "general purpose chip R & D and industrialization project for the field of consumer electronics" is a reasonable adjustment made by the company according to the changes in the market environment and the company's business development plan. The permanent supplementary working capital will be used for the company's daily operation and business development, which is conducive to reducing the investment risk of raised funds and optimizing the allocation of resources, It will not lead to the change and adjustment of the main business, will not have a significant adverse impact on the production and operation of the company, and will not damage the interests of the company and all its shareholders, especially the minority shareholders.
6、 Special opinions
1. Opinions of independent directors
The independent directors believe that the company terminates the investment project with raised funds and permanently replenishes the remaining raised funds with working capital, taking full account of the actual situation of the company, which is conducive to improving the efficiency of the use of raised funds, and the relevant decision-making procedures comply with 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 companies listed on GEM and the company's management system for raised funds and other relevant provisions do not harm the interests of shareholders. Therefore, we agree to terminate the "general chip R & D and industrialization project for consumer electronics" and permanently supplement the remaining raised funds with working capital.
2. Opinions of the board of supervisors
The board of supervisors believes that the review procedure of the company's termination of the investment project with raised funds and permanent supplement of the remaining raised funds to working capital complies with the provisions of relevant laws and regulations, is a reasonable decision made according to the current actual situation of the company, does not affect the normal production and operation of the company, and is conducive to improving the use efficiency and economic benefits of funds, Comply with the relevant provisions of Shenzhen Stock Exchange GEM Listing Rules, Shenzhen Stock Exchange listed companies self regulatory guidelines No. 2 - standardized operation of GEM listed companies, and listed companies regulatory guidelines No. 2 - regulatory requirements for the management and use of raised funds of listed companies, and comply with the actual operation of the company, There is no situation that damages the interests of the company and shareholders, especially the interests of minority shareholders. The board of supervisors agreed that the company should terminate the raised investment project of "general chip R & D and industrialization project for consumer electronics" and permanently supplement the remaining raised funds with working capital.
3. Verification opinions of the recommendation institution
After verification, the sponsor believes that: Changsha Jingjia Microelectronics Co.Ltd(300474) the termination of some raised investment projects and the use of raised funds to permanently supplement working capital has been deliberated and approved at the 8th meeting of the 4th board of directors and the 7th Meeting of the 4th board of supervisors of the company, and the independent directors have also issued clear consent opinions on this matter and fulfilled the necessary approval procedures. It complies with the measures for the administration of securities issuance and listing recommendation business, the Listing Rules of GEM stocks of Shenzhen Stock Exchange, the guidelines for the supervision of listed companies No. 2 - regulatory requirements for the management and use of raised funds of listed companies, the guidelines for the standardized operation of GEM listed companies of Shenzhen stock exchange and the guidelines for the recommendation of listed companies of Shenzhen Stock Exchange And other specified requirements.
It is a prudent decision made by the company according to the objective situation to terminate some raised investment projects and permanently supplement the remaining raised funds with working capital, which helps the company give better play to the use efficiency of the raised funds and does not harm the interests of shareholders. The matter can only be implemented after being submitted to the general meeting of shareholders for deliberation and approval.
In conclusion, the sponsor has no objection to the termination of some raised investment projects and the use of raised funds to permanently supplement working capital.
7、 Documents for future reference
1. Resolutions of the Changsha Jingjia Microelectronics Co.Ltd(300474) 8th meeting of the 4th board of directors;
2. Resolutions of the Changsha Jingjia Microelectronics Co.Ltd(300474) 7th Meeting of the 4th board of supervisors;
3. Independent opinions of Changsha Jingjia Microelectronics Co.Ltd(300474) independent directors on matters related to the eighth meeting of the Fourth Board of directors;
4. Guotai Junan Securities Co.Ltd(601211) verification opinions on terminating some raised investment projects and permanently replenishing working capital with raised funds.
It is hereby announced.
Changsha Jingjia Microelectronics Co.Ltd(300474) board of directors February 24, 2022
