Haitong Securities Company Limited(600837)
About shengmei semiconductor equipment (Shanghai) Co., Ltd
Verification opinions on using raised funds to replace self raised funds that have been invested in raised investment projects in advance and paid issuance expenses
Haitong Securities Company Limited(600837) (hereinafter referred to as ” Haitong Securities Company Limited(600837) ” or “sponsor”) as a continuous supervision sponsor of shengmei semiconductor equipment (Shanghai) Co., Ltd. (hereinafter referred to as “shengmei Shanghai” or “company”) for initial public offering of shares and listing on the science and innovation board, in accordance with the administrative measures for securities issuance and listing sponsor business Guidelines for the supervision of listed companies No. 2 – regulatory requirements for the management and use of raised funds by listed companies, the Listing Rules of shares on the science and Innovation Board of Shanghai Stock Exchange According to the requirements of laws, regulations and normative documents such as the guidelines for self-regulation and supervision of listed companies on the Shanghai Stock Exchange No. 11 – continuous supervision and the guidelines for self-regulation and supervision of listed companies on the science and Innovation Board of Shanghai Stock Exchange No. 1 – standardized operation, the company has verified the use of raised funds to replace self raised funds that have been invested in raised investment projects in advance and paid issuance expenses, The details are as follows:
1、 Basic information of raised funds
According to the reply on Approving the registration of the initial public offering of shengmei semiconductor equipment (Shanghai) Co., Ltd. (zjxk [2021] No. 2689) approved and issued by the China Securities Regulatory Commission, the company issued 43355753 A shares on November 18, 2021, with an issue price of 85.00 yuan per share and a total raised capital of 3685239 million yuan, After deducting the issuance expenses of RMB 2039805 million (excluding tax, the same below), the net amount of funds actually raised is RMB 34812585 million. The net amount of the above-mentioned raised funds has been fully paid, which shall be verified by Lixin Certified Public Accountants (special general partnership) and confirmed by issuing the capital verification report (xksbz [2021] No. zi10561).
In order to standardize the management and use of the company’s raised funds and protect the rights and interests of investors, the company has established a special account for raised funds, and signed the tripartite supervision agreement on the storage of special account for raised funds with the sponsor and the commercial bank storing the raised funds. All the raised funds have been deposited in the special account for raised funds opened with the approval of the board of directors of the company.
2、 Investment projects with raised funds
According to the “shengmei semiconductor equipment (Shanghai) Co., Ltd. initial public offering of shares and on the science and Innovation Board”
Unit: 10000 yuan
No. total amount of investment in the investment direction of raised funds the amount of raised funds to be used
1 shengmei semiconductor equipment R & D and manufacturing center 88245007000000
2 shengmei semiconductor high-end semiconductor equipment R & D project 45 Shenzhen Guohua Network Security Technology Co.Ltd(000004) 500000
3. Supplementary working capital 65 Shenzhen Zhenye(Group)Co.Ltd(000006) 500000
Total 1982450018000000
If the actual amount of funds raised this time (after deducting the issuance expenses) is lower than the capital demand of the proposed investment project, the company will arrange to raise funds according to the investment proportion of the above-mentioned investment project, and the gap will be solved with self raised funds; If the actual amount of funds raised this time (after deducting the issuance expenses) exceeds the above capital needs, the remaining part will be used for the development of the company’s main business according to the actual business needs of the company and the relevant provisions of the CSRC and Shanghai Stock Exchange. The funds raised from the proposed public offering of shares will be invested according to the priorities of the project. Before the raised funds are in place, the company can use the self raised funds to invest in the above proposed investment projects first, and then replace the above self raised funds with the raised funds after the raised funds are in place.
3、 Advance investment of self raised funds into projects invested with raised funds
In order to ensure the smooth progress of this raised investment project, the company used self raised funds to invest in the raised investment project in advance according to the actual progress of the raised investment project before the raised funds were in place. As of November 17, 2021, the actual amount of the raised investment project invested by the company in advance with self raised funds is 2092035 million yuan, and the amount to be replaced this time is 2092035 million yuan. Lixin Certified Public Accountants (special general partnership) issued the special verification report on the replacement of raised funds of shengmei semiconductor equipment (Shanghai) Co., Ltd. (Xin Hui Shi Bao Zi [2022] No. zi10013) according to the use of the above self raised funds. The details are as follows:
Unit: 10000 yuan
The total investment amount of the sequential raised investment project is planned to use the amount of self raised funds to be replaced, and the amount of funds to be invested in advance
1 shengmei semiconductor equipment R & D center 882450070 Shenzhen Quanxinhao Co.Ltd(000007) 20693720693
2. Shengmei semiconductor high-end semiconducting equipment R & D project 45 Shenzhen Guohua Network Security Technology Co.Ltd(000004) 5 Ping An Bank Co.Ltd(000001) 3713421371342
3. Supplementary working capital 6500000 —
Total 19824500180 China Vanke Co.Ltd(000002) 0920352092035
4、 Advance payment of issuance expenses with self raised funds
The total issuance expenses of the company’s funds raised this time are RMB 2039805 million. As of November 17, 2021, the company has paid the issuance fee of 8.6362 million yuan with self raised funds. It is proposed to replace it with the raised funds this time. The details are as follows:
Unit: 10000 yuan
Issuance expenses of sequential projects (excluding the amount of self raised funds to be replaced in advance)
No. (tax) payment amount
1 recommendation and underwriting fee 1738320 —
2. Audit and capital verification fees 124670 379.20 379.20
3. Attorney fees 109045 368.82 368.82
4. Information disclosure fees, issuance fees, etc. 677.70 115.60 115.60
Total 2039805 863.62 863.62
5、 Relevant review procedures
The company has held the 17th meeting of the first board of directors and the 14th meeting of the first board of supervisors, deliberated and approved the proposal on using raised funds to replace self raised funds invested in pre raised projects and paid issuance expenses, and agreed to use raised funds to replace self raised funds invested in pre raised projects and paid issuance expenses, The total replacement fund is 217839700 yuan.
The above matters are within the approval authority of the board of directors of the company and do not need to be submitted to the general meeting of shareholders for deliberation. The replacement time of the raised funds is less than 6 months from the arrival date of the raised funds, which meets the requirements of relevant laws and regulations.
(I) opinions of independent directors
The independent directors of the company believe that the company’s use of the raised funds to replace the self raised funds invested in the raised investment projects in advance and paid the issuance expenses does not affect the normal implementation of the raised investment projects, nor does it change the investment direction of the raised funds in a disguised manner, and the replacement does not harm the interests of the company and shareholders, especially the interests of minority shareholders. The replacement time shall comply with the provisions on replacement within 6 months after the arrival of the raised funds. The contents and procedures 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, the guidelines for the self-discipline supervision of listed companies on the science and Innovation Board of Shanghai Stock Exchange No. 1 – standardized operation, and the company’s raised funds management system. The independent directors agree that the board of directors will consider and pass relevant proposals.
(II) opinions of the board of supervisors
The board of supervisors of the company believes that the company’s use of the raised funds to replace the self raised funds invested in the raised investment projects in advance and paid the issuance expenses does not change the purpose of the raised funds and damage the interests of shareholders, and will not affect the normal progress of the raised funds investment projects.
(III) assurance opinion of accounting firm
According to the special verification report on the replacement of raised funds of shengmei semiconductor equipment (Shanghai) Co., Ltd. (Xin Hui Shi Bao Zi [2022] No. zi10013) issued by Lixin Certified Public Accountants (special general partnership), The special instructions on replacing self raised funds invested in pre raised projects and paid issuance expenses with raised funds prepared by the management of shengmei Shanghai company complies with the regulatory guidelines for listed companies No. 2 – regulatory requirements for the management and use of raised funds of listed companies (revised in 2022) and The provisions of the self regulatory guidelines for companies listed on the science and Innovation Board of Shanghai Stock Exchange No. 1 – standardized operation truthfully reflect the actual situation of the company’s pre investment of raised capital investment projects and payment of issuance expenses with self raised funds as of November 17, 2021.
6、 Verification opinions of the recommendation institution
After verification, the recommendation institution believes that the company’s use of the raised funds to replace the self raised funds that have been invested in the raised investment projects and paid the issuance expenses in advance has been deliberated and approved by the board of directors and the board of supervisors of the company, the independent directors have issued clear consent opinions, and Lixin Certified Public Accountants (special general partnership) has conducted special verification and issued an assurance report, The necessary approval procedures have been performed. The company’s use of the raised funds to replace the self raised funds that have been invested in the raised investment projects and paid the issuance expenses in advance does not change the purpose of the raised funds in a disguised manner and damage the interests of shareholders, will not affect the normal progress of the raised funds investment projects, and the replacement time is no more than six months from the arrival time of the raised funds, which is in line with Guidelines for the supervision of listed companies No. 2 – regulatory requirements for the management and use of raised funds by listed companies, the Listing Rules of shares on the science and Innovation Board of Shanghai Stock Exchange Relevant provisions such as self regulatory guidelines for listed companies on the Shanghai Stock Exchange No. 11 – continuous supervision, self regulatory guidelines for listed companies on the science and Innovation Board of Shanghai Stock Exchange No. 1 – standardized operation, and the company’s fund-raising management system. The recommendation institution has no objection to the company’s use of the raised funds to replace the self raised funds that have been invested in the raised investment projects in advance and to pay the issuance expenses.
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(there is no text on this page, which is the signature and seal page of Haitong Securities Company Limited(600837) opinions on the verification of shengmei semiconductor equipment (Shanghai) Co., Ltd. using raised funds to replace self raised funds invested in pre raised projects and paid issuance expenses) signature of the sponsor representative:
Zhang Bowen, Li Ling
Haitong Securities Company Limited(600837) mm / DD / yyyy
