Securities code: 688261 securities abbreviation: Dongwei semiconductor Announcement No.: 2022004 Suzhou Dongwei Semiconductor Co., Ltd
Announcement on changing some special accounts for raised funds
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 legal responsibility for the authenticity, accuracy and integrity of its contents according to law.
Suzhou Dongwei Semiconductor Co., Ltd. (hereinafter referred to as “the company”) held the eighth meeting of the first board of directors and the fourth meeting of the first board of supervisors on February 28, 2022, deliberated and adopted the proposal on changing part of the special account of raised funds, and agreed that the company would not change the purpose of raised funds and affect the investment plan of raised funds, Change some special accounts for raised funds.
The independent directors and the board of supervisors of the company have expressed explicit consent to this matter, and China International Capital Corporation Limited(601995) (hereinafter referred to as the “sponsor”) has issued clear and no objection verification opinions on this matter. 1、 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. For details, please refer to the website of Shanghai Stock Exchange (www.sse. Com. CN.) on February 9, 2022 Announcement on the listing of Suzhou Dongwei Semiconductor Co., Ltd. on the science and innovation board for initial public offering of shares.
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
Super junction and shielding grid
Power device product liter
Level and industrialization projects, new structure power devices
Suzhou Dongwei semiconductor stock Bank Of Ningbo Co.Ltd(002142) Suzhou R & D and industrialization project
Industrial Park sub branch 75250122000318135, R & D Engineering Center construction project, science and technology and development reserve fund – Supplementary working capital Technology and development reserve funds – 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
3、 The basic information of the special account for raised funds is changed this time
(I) opening and cancellation of special account for raised funds
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
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 the branches under 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 respectively
(II) main contents of the tripartite supervision agreement on the storage of raised funds in the special account
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 (Party A), the deposit bank (Party B) and the recommendation institution (Party C) signed the tripartite supervision agreement on the storage of special accounts for raised funds, which stipulated in detail the relevant responsibilities and obligations of the company, the recommendation institution and the deposit bank, The main terms are consistent with the tripartite supervision agreement (model) on special account storage of raised funds of Shanghai Stock Exchange, and there is no significant difference. The main contents of the agreement are as follows:
1. Party A shall open a special account for the raised funds at Party B only for the storage and use of the raised funds invested in the raised investment project, and shall not deposit the non raised funds or use them for other purposes.
Party A may store part of the raised funds in the special account of raised funds in the form of certificates of deposit with different terms, and notify Party C in time. Party A promises that after the above certificate of deposit expires, it will be transferred to the special account for raised funds specified in this Agreement for management or renewal in the form of certificate of deposit, and notify Party C. Party A’s certificate of deposit shall not be pledged.
2. Party A and Party B shall jointly abide by the bill law of the people’s Republic of China, the measures for payment and settlement, the measures for the administration of RMB bank settlement accounts and other laws, regulations and rules.
3. As the sponsor of Party A, Party C shall appoint a sponsor representative or other staff to supervise the use of the raised funds of Party A in accordance with relevant regulations.
Party C promises to perform the responsibility of recommendation for the management and use of Party A’s raised funds in accordance with the measures for the administration of securities issuance and listing recommendation business, the rules for the listing of shares on the science and Innovation Board of Shanghai Stock Exchange (revised in December 2020) and the self regulatory guidelines for companies listed on the science and Innovation Board of Shanghai Stock Exchange No. 1 – standardized operation.
Party C may exercise its supervision right by means of on-site investigation and written inquiry. Party A and Party B shall cooperate with Party C’s investigation and inquiry. Party C shall check the storage of the special account at the same time when conducting on-site investigation on Party A every half year.
4. Party A authorizes Li Yang and Wang Zhuting, the sponsor representatives designated by Party C, to inquire and copy the information of Party A’s special account at any time; Party B shall timely, accurately and completely provide it with the required information about the special account.
When the sponsor representative inquires about the special account of Party A from Party B, he shall issue his own legal identity certificate; Other staff designated by Party C shall issue their own legal identity certificate and letter of introduction when inquiring about the special account of Party A from Party B.
5. Party B shall issue a true, accurate and complete special account statement to Party A on a monthly basis (before the 15th of each month) and send a copy to Party C.
6. If Party A withdraws more than 50 million yuan from the special account in one time or within 12 months and reaches 20% of the net amount of the total amount of funds raised after deducting the issuance expenses (hereinafter referred to as the “net amount of funds raised”), Party A shall timely notify Party C by fax and provide the expenditure list of the special account.
7. Party C has the right to change the designated sponsor representative in accordance with relevant regulations. If Party C changes the recommendation representative, it shall notify Party B of relevant supporting documents in writing, and notify the contact information of the changed recommendation representative in writing in accordance with the requirements of Article 13 of this agreement. The replacement of the sponsor representative shall not affect the effectiveness of this agreement.
8. If Party B fails to issue a statement to Party A in time for three consecutive times and fails to cooperate with Party C in investigating the special account, Party A may unilaterally terminate this Agreement and cancel the special account for raised funds on its own initiative or at the request of Party C. 9. If Party C finds that Party A and Party B fail to perform this Agreement as agreed, it shall timely report in writing to Shanghai Stock Exchange after knowing the relevant facts. If either party fails to perform its obligations under this agreement, it shall be liable for breach of contract according to law.
10. This Agreement shall be governed by and construed in accordance with the laws of China. The three parties agree that any dispute arising from or in connection with this Agreement shall be settled by the disputing parties through friendly negotiation. If the dispute cannot be settled through negotiation, at the request of either party, the dispute will be submitted to China International Economic and Trade Arbitration Commission for arbitration in Beijing in accordance with its arbitration rules and procedures. The three parties agree to apply the ordinary arbitration procedure, and the arbitration tribunal shall be composed of three persons. The arbitration award is final and binding on both parties to the dispute.
11. This Agreement shall come into force from the date when the legal representatives or authorized representatives of Party A, Party B and Party C sign and affix their official seals or special seals for contracts
