Securities code: 688082 securities abbreviation: shengmei Shanghai Announcement No.: 2022009 shengmei semiconductor equipment (Shanghai) Co., Ltd
On the use of raised funds to replace pre invested projects and
Announcement of self raised funds paid for issuance
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 individual and joint liabilities for the authenticity, accuracy and completeness of its contents.
Shengmei semiconductor equipment (Shanghai) Co., Ltd. (hereinafter referred to as “the company”) held the 17th meeting of the first board of directors and the 14th meeting of the first board of supervisors on March 1, 2022, and deliberated and adopted the proposal on using raised funds to replace self raised funds invested in advance and paid issuance expenses, It is agreed that the company will use the raised funds of RMB 21783966321 to replace the self raised funds invested in the raised investment projects in advance and the paid issuance expenses.
The above matters comply with the provisions on replacement within 6 months after the arrival of the raised funds. The board of supervisors and independent directors of the company expressed their opinions on this matter, the sponsor Haitong Securities Company Limited(600837) issued verification opinions, and Lixin Certified Public Accountants (special general partnership) issued audit report.
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 368523900500 yuan, After deducting the issuance expenses of RMB 20398048466 (excluding value-added tax, the same below), the actual net amount of funds raised (hereinafter referred to as “net amount of funds raised”) is RMB 348125852034. The above-mentioned net fund-raising has been 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 prospectus of shengmei semiconductor equipment (Shanghai) Co., Ltd. for initial public offering and listing on the science and innovation board, the company’s investment projects with raised funds (hereinafter referred to as “raised investment projects”) and the use plan of raised funds are as follows:
Unit: Yuan
Proposed use of raised funds
Approval No. of total investment of raised investment project
No. amount
Shanghai enterprise investment project filing certificate shengmei semiconductor equipment (Shanghai Code:
1882450 Shenzhen Quanxinhao Co.Ltd(000007) 000000 Grandjoy Holdings Group Co.Ltd(000031) 0115ma1hajfa820201d220300 R & D and manufacturing center 2, country code:
202031011535-0 Shenzhen Microgate Technology Co.Ltd(300319) 4）
Shanghai foreign investment project filing Certificate (Shanghai Code:
2 semiconductor equipment R & D 450000 Shenzhen Guohua Network Security Technology Co.Ltd(000004) 500000 Grandjoy Holdings Group Co.Ltd(000031) 011577433166320205e22202001, project country code:
202031011535-0 Beijing Philisense Technology Co.Ltd(300287) 4）
3. Supplementary working capital 650000 Shenzhen Zhenye(Group)Co.Ltd(000006) 5000000000
Total 1982450 Ping An Bank Co.Ltd(000001) 80000000000
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 in advance by the company with self raised funds is RMB 20920348929, and the proposed replacement amount is RMB 20920348929. 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: Yuan
It is planned to use self raised funds
Total investment amount of raised investment project proposed replacement amount No. capital amount pre invested amount
Shengmei semiconductor equipment
1882450 Shenzhen Quanxinhao Co.Ltd(000007) 00000 Shenzhen Quanxinhao Co.Ltd(000007) 206930638 R & D and manufacturing center
Shengmei semiconductor high end
2450000 Shenzhen Guohua Network Security Technology Co.Ltd(000004) 50000 Ping An Bank Co.Ltd(000001) 3713418291 R & D of semiconductor equipment
project
3. Supplementary working capital 650000 Shenzhen Zhenye(Group)Co.Ltd(000006) 5000000000
Total 1982450 Ping An Bank Co.Ltd(000001) 800000 China Vanke Co.Ltd(000002) 092034892920920348929
4、 Advance payment of issuance expenses with self raised funds
The total issuance expenses of the company’s funds raised this time are 20398048466 yuan, including 17383202854 yuan of sponsorship and underwriting expenses and 3014845612 yuan of other issuance expenses.
As of November 17, 2021, the company has paid the issuance fee of 863617392 yuan with self raised funds, which is proposed to be replaced with the raised funds this time.
Lixin Certified Public Accountants (special general partnership) issued the special assurance report on the replacement of raised funds of shengmei semiconductor equipment (Shanghai) Co., Ltd. (Xin Hui Shi Bao Zi [2022] No. zi10013) for the use of the above self raised funds.
5、 Review procedures for the replacement of raised funds
On March 1, 2022, the company held the 17th meeting of the first board of directors and the 14th meeting of the first board of supervisors respectively, deliberated and adopted the proposal on using raised funds to replace self raised funds invested in raised projects in advance and paid issuance expenses, and agreed to use raised funds to replace self raised funds invested in raised projects in advance and paid issuance expenses, The total replacement fund is 21783966321 yuan. The board of supervisors and independent directors of the company expressed their opinions on this matter, the sponsor Haitong Securities Company Limited(600837) issued verification opinions, and Lixin Certified Public Accountants (special general partnership) issued audit report.
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.
6、 Description of special opinions
(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) 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 in advance and paid the issuance expenses 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, Comply with the measures for the administration of securities issuance and listing recommendation business (revised in June 2020), the guidelines for the supervision of listed companies No. 2 – regulatory requirements for the management and use of raised funds by listed companies (revised in 2022) Relevant provisions such as the Listing Rules of Shanghai Stock Exchange on the science and Innovation Board (revised in December 2020) and the self regulatory guidelines for listed companies on the science and Innovation Board of Shanghai Stock Exchange No. 1 – standardized operation, as well as 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.
(IV) audit opinions of accounting firm
Lixin Certified Public Accountants (special general partnership) issued the special assurance report on the replacement of raised funds of shengmei semiconductor equipment (Shanghai) Co., Ltd. (Xin Hui Shi Bao Zi [2022] No. zi10013), It is considered that 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 your company comply 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 your company’s pre investment of raised capital investment projects and payment of issuance expenses with self raised funds as of November 17, 2021.
7、 Online announcement attachment
(I) independent opinions of independent directors of shengmei semiconductor equipment (Shanghai) Co., Ltd. on relevant matters considered at the 17th meeting of the first board of directors of the company
(II) see Haitong Securities Company Limited(600837) about shengmei semiconductor equipment (Shanghai) Co., Ltd
(III) special assurance report on the replacement of raised funds of shengmei semiconductor equipment (Shanghai) Co., Ltd. (Xin Hui Shi Bao Zi [2022] No. zi10013)
It is hereby announced.
Shengmei semiconductor equipment (Shanghai) Co., Ltd
