Guotai Junan Securities Co.Ltd(601211)
About Changsha Jingjia Microelectronics Co.Ltd(300474)
Terminate some raised investment projects and use the raised funds
Verification opinions on permanent replenishment of working capital
Guotai Junan Securities Co.Ltd(601211) (hereinafter referred to as ” Guotai Junan Securities Co.Ltd(601211) ” and “sponsor”) is a sponsor of Changsha Jingjia Microelectronics Co.Ltd(300474) (hereinafter referred to as ” Changsha Jingjia Microelectronics Co.Ltd(300474) ” and “company”) for initial public offering and listing on GEM. In accordance with the measures for the administration of securities issuance and listing recommendation business, the rules for the listing of stocks on the gem of Shenzhen Stock Exchange, 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 standardized operation of companies listed on the gem of Shenzhen Stock Exchange and the guidelines for the recommendation of listed companies of Shenzhen Stock Exchange have carefully verified the relevant conditions of Changsha Jingjia Microelectronics Co.Ltd(300474) terminating some raised investment projects and using the raised funds to permanently supplement the working capital, and issued the verification opinions as follows: I. Basic information of the 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
No. project name estimated total investment total amount of raised funds 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 and raised as of January 31 is the total amount of funds committed to the implementation of the investment project, and the amount of daily cumulative investment progress (including interest)
Changsha Jingmei integration
High performance general graphics processing circuit design Co., Ltd
1 device R & D and industrialization project company, Changsha jing87166.75 23550.83 27.02% 70141.43 Jia Microelectronics Co., Ltd
limited company
Changsha Qianlong micro for consumer electronics
2 general chip R & D and Electronics Co., Ltd. 10800.00 292.15 2.71% 11345.00 industrialization project
Changsha Changsha Jingjia Microelectronics Co.Ltd(300474) power
3 supplementary working capital gold Co., Ltd. 10000.00 10442.43 104.42% 0
department
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 company will use the remaining balance of the company’s raised funds and the interest paid by the bank on the date of termination of the company’s business in February 2021 as the final balance of the company’s proposed permanent development projects, including the interest paid by the bank on the balance of the company’s raised funds and the interest paid by the bank on the date of termination of the company’s business in February 2021. 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 consumer electronics” is a reasonable adjustment made by the company according to the changes of market environment and the company’s business development plan. The permanently supplemented 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、 The deliberation procedure of terminating some raised investment projects and using the raised funds to permanently supplement the working capital this time has been deliberated and adopted at the 8th meeting of the 4th board of directors and the 7th Meeting of the 4th board of supervisors of the company, Independent directors also expressed clear consent on this matter. 7、 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.
(there is no text on this page, which is the signature and seal page of Guotai Junan Securities Co.Ltd(601211) verification opinions on Changsha Jingjia Microelectronics Co.Ltd(300474) terminating some raised investment projects and permanently replenishing working capital with raised funds)
Sponsor representative:
Wu Tongxin, Huang Yang
Guotai Junan Securities Co.Ltd(601211) mm / DD / yy
