Reply to the letter on making preparations for the meeting of the stock issuance and Examination Committee of Guangzhou Shiyuan Electronic Technology Co., Ltd
Sponsor (lead underwriter)
Room 618, No. 2, Tengfei 1st Street, Zhongxin Guangzhou Knowledge City, Huangpu District, Guangzhou, Guangdong March, 2002
China Securities Regulatory Commission:
We have received the letter on making preparations for the meeting of the stock issuance and Examination Committee of Guangzhou Shiyuan Electronic Technology Company Limited(002841) non-public development banks (hereinafter referred to as the "notification letter") issued by your association on March 1, 2022. According to the requirements of the notification letter of your association, Guangzhou Shiyuan Electronic Technology Company Limited(002841) (hereinafter referred to as " Guangzhou Shiyuan Electronic Technology Company Limited(002841) ," company "," applicant "or" issuer ") together with the recommendation institution Gf Securities Co.Ltd(000776) (hereinafter referred to as" Gf Securities Co.Ltd(000776) "or" recommendation institution ") The applicant's lawyer, Beijing JUNHE law firm (hereinafter referred to as "the applicant's lawyer") and other intermediaries discussed the issues raised in the notification letter, verified the relevant matters and expressed their opinions.
The specific conditions are described as follows. Please review them.
Unless otherwise specified in the reply document of this notification letter, the relevant terms and abbreviations have the same meanings as those in the due diligence report of Gf Securities Co.Ltd(000776) on Guangzhou Shiyuan Electronic Technology Company Limited(002841) non-public development of A-share shares. In this reply, if the mantissa of the total is inconsistent with the mantissa of the total of the listed values, it is caused by rounding.
catalogue
Question 1 about financial investment three
Question 1 about financial investment
In July 2021, the applicant, as a limited partner, subscribed for hushanhuaxin's contribution share of 50 million yuan with its own funds, accounting for 18.45% of the total subscribed capital of hushanhuaxin. The applicant has completed the paid in capital contribution to hushanhuaxin. According to the second feedback reply materials, as of the issuance date of the feedback reply, all foreign investments of Hushan Huaxin are in the fields related to the semiconductor industry chain, belonging to the industrial investment centered on the upstream of the company's industry chain, which helps the company further improve the industrial layout and is in line with the company's main business and long-term development strategy. Therefore, the company's investment in Hushan Huaxin does not belong to financial investment.
The applicant is requested to: (1) explain whether it can control hushanhuaxin, whether it participates in the decision-making process of hushanhuaxin's foreign investment or has an important influence on its investment decision, and whether it can ensure that all investments of hushanhuaxin are upstream enterprises of the issuer's industrial chain or enterprises that have synergy with the issuer; (2) Explain whether it has business dealings with the enterprises invested by Hushan Huaxin up to now and what kind of collaborative relationship exists; (3) In combination with the above problems, explain whether the contribution of hushanhuaxin constitutes a financial investment and whether the amount of contribution should be deducted from the total amount of funds raised this time.
The sponsor and the applicant's lawyer shall explain the verification basis and process, and express clear verification opinions.
reply:
1、 Issuer description
(I) explain whether hushanhuaxin can be controlled, whether hushanhuaxin can participate in the decision-making process of hushanhuaxin's foreign investment or have an important influence on its investment decision, and whether all hushanhuaxin's investments can be ensured to be upstream enterprises of the issuer's industrial chain or enterprises that have synergy with the issuer
According to the limited partnership agreement of Suzhou hushanhuaxin venture capital partnership (limited partnership), hushanhuaxin has an investment decision-making committee; The investment decision-making committee is composed of three members, all of whom are nominated and appointed by the manager; The meeting of the investment decision-making committee shall be convened by the general partner, and all investment decision-making matters shall be voted by more than two members (including two); In addition, with the authorization of the general partner, certain limited partners will have the right to appoint representatives to participate in the meeting as observers of the investment decision-making committee. The observers only have the right to make suggestions on voting matters and do not have the right to vote.
As a limited partner, the company participates in the meeting of Hushan Huaxin investment decision-making committee as an observer and provides investment suggestions on investment decision-making matters, but does not enjoy the right to vote. Shanhu has the right to vote as an observer, but can not participate in the meeting as a representative of the investment committee.
Hushan Huaxin's investment strategy is mainly to make portfolio investment in relevant enterprises in the semiconductor industry chain. The purpose of the company's investment in hushanhuaxin is to make full use of the industrial resources and industrial investment management advantages of professional investment institutions to strengthen the cooperation between the company and upstream related semiconductor enterprises, as well as the company's resource integration ability in the semiconductor industry.
(II) explain whether it has business dealings with the enterprises invested by Hushan Huaxin up to now, and what specific collaborative relationship exists
Up to now, Hushan Huaxin has invested in 13 enterprises abroad, and the business contacts and collaborative relationships with the company are shown in the table below:
Whether business collaboration has occurred. The number of business transactions between the invested enterprises of specific collaboration products
There are business transactions, USB switch chip, temperature and humidity transmission
The enterprise has purchased chip sensor chips and 3 power semiconductor cores for the production of main products
Directors have been assigned and the supply of MOS chip of main control board card has been completed
Introduction test of business system 1
Power management chip, for household appliances
The primary supplier for replacement (Note 1) MCU chip and silicon carbide power device 4 have no specific business application parts, audio transmission chip, etc
Business transaction enterprise reserve supplier (Note 2) OLED driver chip and medical display
Control data conversion chip 2
Subtotal 7
Secondary supplier: LED gallium nitride epitaxial material, sealing 3 material, grinding fluid
Total 13
Note 1: substitute supplier means that the company has purchased similar products that can be provided by the enterprise from other suppliers, and the enterprise can be used as the substitute supplier of the company;
Note 2: Reserve supplier refers to the company's products that can be used as the company's reserve supply chain resources although the company has not purchased similar products that the enterprise can provide.
(III) in combination with the above problems, explain whether the contribution of hushanhuaxin constitutes a financial investment and whether the amount of contribution should be deducted from the total amount of funds raised this time
As of the date of issuance of this reply, Hushan Huaxin's foreign investments are all industrial investments centered on the upstream of the company's industrial chain, with certain synergy. However, based on the principle of prudence, the company recognized the investment in Hushan Huaxin as a financial investment, and deducted the amount of capital contribution of 50 million yuan from the total amount of funds raised this time.
On March 8, 2022, the company held the 14th meeting of the Fourth Board of directors, deliberated and passed the proposal on adjusting the company's non-public development of A-Shares in 2021 and other relevant proposals, and reduced the total amount of funds raised from no more than 2045494400 yuan (including this amount) to no more than 1995494400 yuan (including this amount).
In addition, the company promises not to increase financial investment before the use of the funds raised from the non-public offering of A-Shares or within 36 months after the funds raised are in place.
2、 Verification opinions of the sponsor and the applicant's lawyer
(I) verification procedure
The sponsor and the applicant's lawyer have mainly performed the following verification procedures:
1. Consult the relevant provisions of the CSRC on financial investment and clarify the definition of financial investment; 2. Check the information disclosure announcement documents and investment agreements of the company's investment in Hushan Huaxin, query the industrial and commercial registration information of the invested enterprise through open channels, and understand the business scope, main business and business dealings with the company of the invested enterprise;
3. Consult the internal review documents related to the adjustment of the total amount of funds raised this time.
(II) verification opinions
After verification, the sponsor and the applicant's lawyer believe that:
1. The company cannot control hushanhuaxin, but has the right to appoint representatives to participate in the meeting as observers of the investment decision-making committee. The observers only have the right to make suggestions on voting matters and do not have the right to vote;
2. As of the date of issuance of this reply, Hushan Huaxin's foreign investments are all industrial investments centered on the upstream of the company's industrial chain, with certain synergy;
3. Based on the consideration of prudence, the company has recognized the investment in Hushan Huaxin as a financial investment, and deducted the capital contribution of 50 million yuan from the total amount of funds raised this time.
We hereby reply.
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Guangzhou Shiyuan Electronic Technology Company Limited(002841) March 9, 2022
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Sponsor representative (signature):
Wu Mingming
Wu Nan
Gf Securities Co.Ltd(000776) March 9, 2022
Statement of the chairman of the sponsor
I have carefully read all the answers to the relevant questions in the notification letter of Guangzhou Shiyuan Electronic Technology Company Limited(002841) this non-public offering of shares, understood the verification process of the problems involved in the report, the company's core and risk control process, and confirmed that the company has performed the verification procedures in accordance with the principle of diligence and responsibility, and there are no false records, misleading statements or major omissions in the answers to the relevant questions, And bear corresponding legal responsibilities for the authenticity, accuracy, completeness and timeliness of the above documents.
Signature of the chairman of the recommendation institution:
Lin Chuanhui
Gf Securities Co.Ltd(000776) March 9, 2022
