China International Capital Corporation Limited(601995)
About Suzhou Dongwei Semiconductor Co., Ltd
Use some temporarily idle raised funds for cash management
Special examination opinions
China International Capital Corporation Limited(601995) (hereinafter referred to as ” China International Capital Corporation Limited(601995) ” or “sponsor”) as a sponsor of Zhou Dongwei Semiconductor Co., Ltd. (hereinafter referred to as “Dongwei semiconductor” or “company”) for initial public offering and continuous supervision of listing, according to the administrative measures for securities issuance and listing sponsor business Relevant provisions such as the Listing Rules of shares on the science and Innovation Board of Shanghai Stock Exchange (revised in December 2020), the guidelines for the supervision of listed companies No. 2 – regulatory requirements for the management and use of raised funds by listed companies, and the applicable guidelines for the self regulatory rules of listed companies on the science and Innovation Board of Shanghai Stock Exchange No. 1 – standardized operation, Carefully checked the cash management matters of some temporarily idle raised funds to be used by Dongwei semi director. The specific verification conditions are 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、 Use of raised funds
According to the investment projects and use plan of the raised funds disclosed in the prospectus of Suzhou Dongwei Semiconductor Co., Ltd. for initial public offering and listing on the science and innovation board, the use plan of the raised funds is as follows:
No. project name total investment amount proposed to be invested in raised funds
1. Product upgrading of super junction and shielded gate power devices and 20414582041458
Industrialization project
2 new structure power device R & D and industrialization project 10770321077032
3. Construction project of R & D Engineering Center 1698420
4. Science, technology and development reserve fund 457 Shenzhen Textile (Holdings) Co.Ltd(000045) 70000
Total 9386910
As the construction of the project invested by the raised funds needs a certain period, according to the construction progress of the project invested by the raised funds, some of the raised funds are temporarily idle. 3、 Basic information of cash management using some temporarily idle raised funds this time
(I) investment purpose
On the premise of ensuring the safety of raised funds and the normal implementation of investment projects with raised funds and effectively controlling investment risks, improve the use efficiency of raised funds, increase the return on assets of the company and obtain more returns for the company and shareholders. (II) investment quota and term
The company plans to use the temporarily idle raised funds of no more than 150 million yuan (including this amount) for cash management, and the service life shall not exceed 12 months from the date of deliberation and approval by the board of directors. Within the above quota and period, the funds can be recycled and used on a rolling basis, and will be returned to the special account for raised funds of the company after expiration.
(III) types of investment products
The company will strictly control risks in accordance with relevant regulations and plans to use temporarily idle raised funds to purchase principal guaranteed investment products with high safety and good liquidity. Investment products shall not be used for pledge, do not involve securities investment, and shall not be used for bank financial management or trust products for the purpose of stocks and their derivatives, securities investment funds and securities investment and unsecured creditor’s rights as the investment object.
(IV) validity of the resolution
Valid within 12 months from the date of deliberation and approval by the board of directors.
(V) implementation mode
The board of directors authorizes the chairman of the company to exercise the investment decision-making power of cash management and sign relevant documents within the above investment amount and investment period, including but not limited to: selecting qualified professional financial institutions, clarifying the amount and period of cash management, selecting products / business varieties, signing contracts and agreements, etc. The specific matters shall be organized and implemented by the financial department of the company.
(VI) information disclosure
The company will timely fulfill the obligation of information disclosure in accordance with the relevant provisions of the Listing Rules of Shanghai Stock Exchange Kechuang board, the self regulatory guidelines for listed companies on Shanghai Stock Exchange Kechuang board No. 1 – standardized operation, and the regulatory guidelines for listed companies No. 2 – regulatory requirements for the management and use of raised funds of listed companies.
(VII) distribution of cash management income
The proceeds obtained from the company’s use of some idle raised funds for cash management belong to the company, will be used preferentially for the working capital required by the company’s daily operation, and will be managed and used in strict accordance with the requirements of China Securities Regulatory Commission and Shanghai Stock Exchange on the regulatory measures for raised funds. 4、 Impact on the daily operation of the company
The company plans to use part of the temporarily idle raised funds for cash management on the premise of complying with national laws and regulations, ensuring the funds required by the company’s raised investment projects and ensuring the safety of the raised funds, which will not affect the normal turnover needs of the company’s daily funds and the normal operation of the raised investment projects, nor the normal development of the company’s main business, There is no behavior of changing the purpose of the raised funds in a disguised form. At the same time, timely cash management of the temporarily idle raised funds can improve the use efficiency of the raised funds, increase the return on the company’s assets and obtain more returns for the company and shareholders. 5、 Investment risk analysis and risk control measures
(I) investment risk
Although the principal guaranteed investment products with high safety and good liquidity are selected, the financial market is greatly affected by the macro economy. The company will intervene in a timely and appropriate manner according to the economic situation and changes in the financial market, but it does not rule out that the investment is affected by market fluctuations.
(II) measures to be taken against investment risks
1. The company will handle relevant cash management business in strict accordance with the relevant provisions of the Listing Rules of Shanghai Stock Exchange science and innovation board and the company’s rules and regulations such as the articles of association and the management system of raised funds, and strictly control the safety of funds.
2. Relevant personnel of the company’s management will timely analyze and track the investment direction and progress of investment products, strengthen risk control and ensure the safety of funds. If adverse factors are found or judged, corresponding measures will be taken in time.
3. The internal audit department of the company is responsible for auditing and supervising the use and custody of the company’s cash management funds, comprehensively inspecting all investment products every quarter, reasonably predicting the possible gains and losses of various investments according to the principle of prudence, and reporting to the audit committee of the board of directors of the company.
4. The independent directors and the board of supervisors of the company have the right to supervise and inspect the use and custody of the funds of this cash management, and can hire professional institutions to audit when necessary.
5. The company will perform the obligation of information disclosure in a timely manner in strict accordance with the relevant provisions of the China Securities Regulatory Commission and the Shanghai Stock Exchange. 6、 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 using some temporarily idle raised funds for cash management was deliberated and adopted, and it was agreed that the company would not affect the implementation of investment projects with raised funds and ensure the safety of raised funds, The temporarily idle raised funds with a maximum amount of no more than 150 million yuan (including this amount) shall be used for cash management for the purchase of principal guaranteed investment products with high investment safety and good liquidity, and the service life shall not exceed 12 months from the date of deliberation and approval by the board of directors of the company. 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 on the premise of ensuring the safety of raised funds and the normal implementation of investment projects with raised funds and effectively controlling investment risks, the company uses part of the temporarily idle raised funds for cash management to purchase capital guaranteed investment products with high safety and good liquidity, The decision-making procedures for the above matters comply with the relevant provisions of the guidelines for self discipline supervision of companies listed 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 of listed companies, which is conducive to improving the deposit income of idle raised funds, It will not affect the construction of investment projects with raised funds, the normal use of raised funds and the daily production and operation of the company, and there is no situation that damages the interests of the company and all shareholders, especially minority shareholders.
Therefore, all independent directors unanimously agree that the company will use some temporarily idle raised funds for cash management.
(III) opinions of the board of supervisors
The board of supervisors believes that on the premise of ensuring the safety of the raised funds and the normal implementation of the investment projects with raised funds and effectively controlling the investment risk, the company uses the temporarily idle raised funds up to 150 million yuan (including the principal) for cash management to purchase capital guaranteed investment products with high safety and good liquidity, It is conducive to improve the deposit income of idle raised funds, will not affect the construction of investment projects with raised funds, the normal use of raised funds and the daily production and operation of the company, and is in line with the interests of the company and all shareholders and the requirements of relevant laws and regulations. There is no situation that damages the interests of the company and all shareholders, especially small and medium-sized shareholders.
Therefore, the board of supervisors agreed to use part of the temporarily idle raised funds for cash management. 8、 Verification opinions of the recommendation institution
After verification, the sponsor believes that Suzhou Dongwei Semiconductor Co., Ltd. plans to use the temporarily idle raised funds of no more than 150 million yuan for cash management, which has been deliberated and approved by the board of directors, and the independent directors have issued clear consent opinions and fulfilled the necessary approval procedures, This event complies with laws, regulations and normative documents such as self regulatory guidelines for companies listed on the science and Innovation Board of Shanghai Stock Exchange No. 1 – standardized operation, regulatory guidelines for listed companies No. 2 – regulatory requirements for the management and use of raised funds of listed companies, as well as the company’s management system for the use of raised funds and other relevant provisions, There is no disguised change in the use of the raised funds, which will not affect the normal progress of the investment plan of the raised funds, and can improve the efficiency of the use of funds, which is in the interests of the company and all shareholders. The recommendation institution agrees that the company will use the temporarily idle raised funds for cash management this time.
To sum up, the recommendation institution agrees that the company will use some idle raised funds for cash management this time.
(no text below)
(there is no text on this page, which is the signature and seal page of China International Capital Corporation Limited(601995) opinions on the special examination of Suzhou Dongwei Semiconductor Co., Ltd. using some temporarily idle raised funds for cash management) sponsor representative:
Li Yang, Wang Zhuting
China International Capital Corporation Limited(601995) mm / DD / yy
