China International Capital Corporation Limited(601995)
About Suzhou Dongwei Semiconductor Co., Ltd
Special examination opinions on changing part of the special account for raised funds
China International Capital Corporation Limited(601995) (hereinafter referred to as ” China International Capital Corporation Limited(601995) ” or “sponsor”) is the sponsor of Suzhou Dongwei Semiconductor Co., Ltd. (hereinafter referred to as “Dongwei semiconductor” or “company”) for initial public offering and continuous supervision of listing, In accordance with the company law of the people’s Republic of China, the securities law of the people’s Republic of China, the measures for the administration of securities issuance of listed companies, the measures for the administration of securities issuance and listing recommendation business, and the Listing Rules of Shanghai Stock Exchange on the science and Innovation Board (revised in December 2020) The requirements of relevant laws, regulations and normative documents such as guidelines for the application of self regulatory rules for listed companies on the science and Innovation Board of Shanghai Stock Exchange No. 1 – standardized operation, guidelines for the supervision of listed companies No. 2 – regulatory requirements for the management and use of raised funds of listed companies, The company has verified the matters that Dongwei semi director plans to change the special account for raising funds through IPO and listing on the science and innovation board, and issued verification opinions as follows: I. Basic information of raised funds
According to the reply on Approving the registration of initial public offering of Suzhou Dongwei Semiconductor Co., Ltd. (zjxk [2021] No. 4040) issued by China Securities Regulatory Commission, the application for registration of initial public offering of shares of the company is approved and approved by Shanghai Stock Exchange, The company issued 16844092 ordinary shares (A shares) to the public for the first time. The issuing price was 130.00 yuan per share, and the total amount of funds raised was 2189732000 yuan. After deducting 183175400 yuan of issuance expenses (excluding value-added tax), the net amount of funds actually raised was 2006556600 yuan. All the above raised funds have been in place and verified by Tianjian Certified Public Accountants (special general partnership), and the capital verification report (tianjianyan [2022] No. 42) was issued on January 28, 2022. After the raised funds are received, the company has carried out special account storage management for the raised funds, and the company has signed the tripartite supervision agreement on special account storage of raised funds with the sponsor and the commercial bank storing the raised funds. 2、 Storage arrangement of special account for raised funds before this change
In accordance with the guidelines for self discipline supervision of companies listed on the science and Innovation Board of Shanghai Stock Exchange No. 1 – standardized operation, the company has signed the tripartite supervision agreement on the storage of special accounts for raised funds with the sponsor and the commercial banks that deposit the raised funds. The tripartite supervision agreement on the storage of raised funds has made detailed provisions on the relevant responsibilities and obligations of the company, the sponsor and the deposit bank. The main terms are consistent with the tripartite supervision agreement on the storage of raised funds (model) of Shanghai Stock Exchange, and there is no significant difference. Before the change of the special account for raised funds, the opening of the special account for raised funds of the company is as follows:
The account holder supervises the fund-raising investment projects corresponding to the account number of the bank’s special fund-raising account
Suzhou Dongwei Bank Of Ningbo Co.Ltd(002142) share super junction and shielded gate power device product upgrading and industrialization project, 7525012200031813 new structure power device R & D and industrialization project of Semiconductor Co., Ltd., construction project of Suzhou Industrial Park 5 of R & D Engineering Center Co., Ltd., science and technology and development reserve fund – Supplementary working capital Kesi District sub branch technology and development reserve fund – Industrial M & A and integration
Suzhou Dongwei Bank Of Ningbo Co.Ltd(002142) shares
7525012200031828 over raised funds of Semiconductor Co., Ltd
8 copies of Suzhou Industrial Park Co., Ltd
Siqu sub branch
3、 The basic information of the special account for raised funds is changed this time
In order to strengthen the management of raised funds, facilitate the construction of investment projects with raised funds, and improve the management and use efficiency of raised funds, the company plans to change some special accounts of raised funds without changing the purpose of raised funds and affecting the investment plan of raised funds, Transfer all the principal and interest balance of the raised funds deposited in Bank Of Ningbo Co.Ltd(002142) Suzhou Industrial Park sub branch (Account No.: 75250122000318135) to the special account for raised funds separately opened by the company at Bank Of Suzhou Co.Ltd(002966) Industrial Park sub branch, China Merchants Bank Co.Ltd(600036) Suzhou Branch, Shanghai Pudong Development Bank Co.Ltd(600000) Suzhou Branch, Bank Of Communications Co.Ltd(601328) Jiangsu pilot Free Trade Zone Suzhou District sub branch, China Citic Bank Corporation Limited(601998) Suzhou Branch, It is respectively used for the deposit and use of the raised funds of the company’s “super junction and shielded gate power device product upgrading and industrialization project”, “new structure power device R & D and industrialization project”, “R & D Engineering Center construction project”, “science and technology and development reserve fund – supplementary working capital” and “science and technology and development reserve fund – Industrial M & A and integration”. After the transfer of raised funds, the company will cancel the original special account for raised funds (Account No.: 75250122000318135).
After the change of the special account for raised funds, the storage arrangement of the special account for raised funds of the company is as follows:
The account number of the special account for raised funds of the account holder’s Bank corresponds to the raised investment project
Suzhou Dongwei semiconductor stock China Citic Bank Corporation Limited(601998) Suzhou super junction and shielding grid Co., Ltd. Industrial Park sub branch 81120010111868888888 power device product upgrading and industrialization project
Suzhou Dongwei semiconductor stock China Merchants Bank Co.Ltd(600036) Suzhou new structure power device Co., Ltd. Branch Dushuhu sub branch 512906076910302 R & D and industrialization project
The account number of the special account for raised funds of the account holder’s Bank corresponds to the raised investment project
Suzhou Dongwei Semiconductor Co., Ltd. Shanghai Pudong Development Bank Co., Ltd. 890100788012 Shenzhen Overseas Chinese Town Co.Ltd(000069) 72 R & D Engineering Center Construction Co., Ltd. Suzhou branch establishment project
Suzhou Dongwei semiconductor stock Bank Of Communications Co.Ltd(601328) Suzhou technology and development storage and backup Co., Ltd. technology sub branch 325060700013 Huludao Zinc Industry Co.Ltd(000751) 708 capital – Supplementary working capital
Suzhou Dongwei semiconductor stock Bank Of Suzhou Co.Ltd(002966) industrial technology and development storage and backup Co., Ltd. Park sub branch 515493 Shenzhen Properties & Resources Development (Group) Ltd(000011) 03 capital – Industrial M & A and integration
Suzhou Dongwei semiconductor stock Bank Of Ningbo Co.Ltd(002142) Suzhou 75250122000318288 over raised funds
Industrial Park sub branch of branch Co., Ltd
Note: China Merchants Bank Co.Ltd(600036) Suzhou Branch Dushuhu sub branch, Bank Of Communications Co.Ltd(601328) Suzhou science and technology sub branch, China Citic Bank Corporation Limited(601998) Suzhou Industrial Park sub branch are respectively China Merchants Bank Co.Ltd(600036) Suzhou Branch, Bank Of Communications Co.Ltd(601328) Jiangsu pilot Free Trade Zone Suzhou area sub branch, China Citic Bank Corporation Limited(601998) Suzhou Branch’s subordinate outlets IV. review procedures and special comments performed by the company
(I) review procedure
The eighth meeting of the first board of directors and the fourth meeting of the first board of supervisors were held on February 28, 2022. The proposal on changing part of the special account of raised funds was reviewed and approved, and the company was agreed to change part of the special account of raised funds without changing the purpose of raised funds and affecting the investment plan of raised funds.
The independent directors and the board of supervisors of the company have expressed their explicit consent on this matter.
(II) opinions of independent directors
The independent directors of the company believe that the change of some special accounts of raised funds does not involve changing the purpose of raised funds and does not affect the investment plan of raised funds, The decision-making procedures for the above matters comply with the relevant provisions of the guidelines for self discipline supervision of listed companies on the science and Innovation Board of Shanghai Stock Exchange No. 1 – standardized operation and the guidelines for supervision of listed companies No. 2 – regulatory requirements for the management and use of raised funds by listed companies, which is conducive to strengthening the management of raised funds and facilitating the construction of investment projects with raised funds, Improve the management and use efficiency of raised funds, and there is no situation that damages the interests of the company and all shareholders, especially minority shareholders.
Therefore, all independent directors unanimously agreed to change part of the special account for raised funds of the company this time.
(III) opinions of the board of supervisors
The board of supervisors believes that the change of some special accounts of raised funds does not involve changing the purpose of raised funds and does not affect the investment plan of raised funds, which is conducive to strengthening the management of raised funds, facilitating the construction of investment projects of raised funds, improving the management and utilization efficiency of raised funds, and in line with the interests of the company and all shareholders.
7、 Verification opinions of the recommendation institution
After verification, the sponsor believes that the company’s change of the special account for raised funds meets the needs of its own development and the construction of raised investment projects, does not change the purpose of raised funds, and does not affect the investment plan of raised funds. The deposit and use of the funds in the special account shall comply with the relevant provisions of laws and regulations, and there is no damage to the interests of shareholders. The change of the special account for raised funds has been deliberated and approved by the board of directors and the board of supervisors. The independent directors of the company have expressed their independent opinions with explicit consent, and the decision-making procedures comply with relevant laws and regulations.
In conclusion, the recommendation institution has no objection to the company’s change of the special account for raised funds.
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(there is no text on this page, which is the signature and seal page of China International Capital Corporation Limited(601995) opinions on special examination of Suzhou Dongwei Semiconductor Co., Ltd. on changing part of the special account for raised funds) sponsor representative:
Li Yang, Wang Zhuting
China International Capital Corporation Limited(601995) mm / DD / yy
