Guotai Junan Securities Co.Ltd(601211) about Zhongji Innolight Co.Ltd(300308)
Verification opinions on capital increase of wholly-owned subsidiaries to wholly-owned subsidiaries using raised funds
Guotai Junan Securities Co.Ltd(601211) (hereinafter referred to as " Guotai Junan Securities Co.Ltd(601211) " or "sponsor") as a sponsor of Zhongji Innolight Co.Ltd(300308) (hereinafter referred to as " Zhongji Innolight Co.Ltd(300308) " and "company") issuing shares to specific objects, in accordance with the measures for the administration of securities issuance and listing sponsor business and the self discipline supervision guidelines for listed companies of Shenzhen Stock Exchange No. 13 - sponsor business Guidelines for the supervision of listed companies No. 2 - regulatory requirements for the management and use of funds raised by listed companies, rules for the listing of shares on the gem of Shenzhen Stock Exchange, guidelines for the self-discipline supervision of listed companies of Shenzhen Stock Exchange No. 2 - standardized operation of companies listed on the gem and other relevant provisions, The company's wholly-owned subsidiaries have verified the capital increase of wholly-owned subsidiaries with the raised funds. The details are as follows:
1、 Basic information of this capital increase
According to the prospectus of Zhongji Innolight Co.Ltd(300308) issuing A-Shares to specific objects, the investment project of the raised funds is the construction project of Suzhou xuchuangguang module business headquarters and R & D center The project of Suzhou xuchuang high-end optical module production base is organized and implemented by the wholly-owned subsidiary Suzhou xuchuang Technology Co., Ltd. (hereinafter referred to as "Suzhou xuchuang") and the wholly-owned subsidiary Suzhou xuchuang Photoelectric Industrial Park Development Co., Ltd. (hereinafter referred to as "Photoelectric Industrial Park"), so as to further accelerate the construction and implementation of raised investment projects, Suzhou xuchuang plans to use the raised capital of 291235000 yuan and its interest to increase the capital of the Photoelectric Industrial Park (of which 29123277778 yuan is included in the paid in capital and the others are included in the capital reserve), and will make cash contributions in batches according to the implementation progress of the project. After this contribution, the registered capital of the Photoelectric Industrial Park is changed to 517.65 million yuan, which is still a wholly-owned subsidiary of Suzhou xuchuang. This capital increase is based on the actual operation needs of the raised investment projects, which is conducive to ensuring the smooth implementation of the raised investment projects, in line with the use plan of the raised funds, and in line with the interests of the company and all shareholders.
2、 Basic information of raised funds
According to the reply on Approving the registration of Zhongji Innolight Co.Ltd(300308) issuing shares to specific objects issued by China Securities Regulatory Commission (zjxk [2021] No. 2719), Zhongji Innolight Co.Ltd(300308) (hereinafter referred to as "the company" or " Zhongji Innolight Co.Ltd(300308) ") issued 87080000 ordinary shares (A shares) in RMB to 15 specific objects at an issue price of 31.00 yuan / share, The total amount of raised funds is 2699480000 yuan. After deducting the issuance expenses of 3436224168 yuan, the net amount of raised funds is 266511775832 yuan, which is included in the people's share capital
All the above raised funds have been in place. PwC Zhongtian Certified Public Accountants (special general partnership) verified the raised funds and issued PwC Zhongtian Yan Zi (2021) No. [1009] capital verification report of Zhongji Innolight Co.Ltd(300308) 2021 ordinary shares (A shares) issued to specific objects on October 19, 2021. The company deposited the above raised funds in a special account in accordance with the regulations, and signed a tripartite supervision agreement on the raised funds with the recommendation institution and the special account bank for the raised funds. According to the prospectus of Zhongji Innolight Co.Ltd(300308) issuing A-Shares to specific objects, the raised funds are invested in the following items after deducting relevant issuance expenses:
Unit: 10000 yuan
No. project name total investment of the project to be invested in raised funds
1. Construction project of Suzhou xuchuangguang module business headquarters and R & D center 57580915615294
2 Suzhou xuchuang high-end optical module production base project 71212106444800
3 Tongling xuchuang high-end optical module production base project 58786905133340
4 technical transformation project of Chengdu Chuhan production base 27770902374930
5 supplement of working capital and repayment of bank loans 74264367426436
Total 2896151726994800
3、 Basic information of capital increase objects
Unified social credit Code: 9132059455383489xx
Name: Suzhou xuchuang Photoelectric Industrial Park Development Co., Ltd
Type: limited liability company
Address: No. 168, Shengpu Road, Suzhou Industrial Park
Legal representative: Ding Hai
Registered capital: 22641722222 yuan
Date of establishment: April 15, 2010
Business term: April 15, 2010 to April 20, 2060
Business scope: Project Management in the industrial park, rental of self owned houses; Provide technical services for service outsourcing enterprises and high-tech enterprises; R & D and system integration services of application software products and e-commerce software; Invest in science and technology projects; Enterprise management and consulting services; Parking lot operation and management; Sell cultural goods and daily necessities. (for projects subject to approval according to law, business activities can be carried out only after approval by relevant departments) general projects: information consulting services (excluding licensed information consulting services); Parking service; Manufacturing of optical communication equipment; Sales of optical communication equipment; Manufacturing of communication equipment; Integrated circuit manufacturing; Integrated circuit chip and product manufacturing; Sales of integrated circuit chips and products; Optoelectronic device manufacturing; Sales of optoelectronic devices; Sales of special equipment for semiconductor devices; IC chip design and services; Manufacturing of electronic components; Sales of power electronic components; Manufacturing of electronic components and electromechanical components; Research and development of special electronic materials; Manufacturing of special equipment for semiconductor devices; Manufacturing of special electronic equipment; Optical fiber manufacturing; Optical fiber sales; Internet of things equipment sales; Sales of communication equipment; Information system integration service; Technical services, technical development, technical consultation, technical exchange, technology transfer and technology promotion; Enterprise headquarters management; business management; Public utilities management services; Unit logistics management services; Non residential real estate leasing (except for the projects that must be approved according to law, carry out business activities independently according to law with the business license)
As of December 31, 2020, the total assets of the Photoelectric Industrial Park were 1398419 million yuan, the total liabilities were 153169 million yuan and the net assets were 124525 million yuan; In 2020, the operating revenue was 5.4465 million yuan, the total profit was -4.199 million yuan and the net profit was -4.199 million yuan.
The Photoelectric Industrial Park is not listed as a dishonest person.
4、 Purpose of this capital increase and its impact on the company
Suzhou xuchuang, a wholly-owned subsidiary of the company, used the raised funds to increase its capital in the Photoelectric Industrial Park in accordance with the use plan disclosed in the prospectus for the issuance of A-Shares to specific objects by Zhongji Innolight Co.Ltd(300308) and based on the actual operation needs of the raised investment project, in order to further accelerate the progress of the raised investment project and improve the use efficiency of the raised funds, The necessary measures to ensure the smooth implementation of the investment project with raised funds are in line with the use plan of raised funds and the interests of the company and all shareholders. This capital increase will not have a significant impact on the company's future financial situation and operating results.
5、 Management of raised funds after capital increase
In order to better strengthen the management and use of the raised funds, protect the legitimate rights and interests of small and medium-sized investors and improve the use efficiency of the raised funds, the company and Suzhou xuchuang have signed the tripartite supervision agreement on the raised funds with the special account bank and the sponsor. After the raised funds are received, the Photoelectric Industrial Park, The three party supervision agreement for raised funds will be signed with the special account bank for raised funds and the recommendation institution in accordance with the provisions, and in accordance with the relevant laws and regulations such as the Listing Rules of GEM stocks of Shenzhen Stock Exchange, the guidelines for self discipline supervision of listed companies of Shenzhen Stock Exchange No. 2 - standardized operation of listed companies on GEM Regulations and normative documents and the company's management system for raised funds shall be supervised. The company will timely perform the obligation of information disclosure in strict accordance with the provisions and requirements of relevant laws according to the progress of relevant matters.
6、 Relevant review and approval procedures
On March 8, 2022, the 22nd Meeting of the 4th board of directors and the 20th meeting of the 4th board of supervisors respectively deliberated and adopted the proposal on capital increase of wholly-owned subsidiaries to wholly-owned subsidiaries with raised funds, According to the relevant provisions of Shenzhen Stock Exchange GEM Listing Rules, Shenzhen Stock Exchange listed companies self regulatory guidelines No. 2 - standardized operation of GEM listed companies and the articles of association, this capital increase does not constitute related party transactions and major asset restructuring. This capital increase belongs to the specific implementation method of the raised investment project, which has been authorized by the company's first extraordinary general meeting of shareholders in 2021. It does not need to be submitted to the general meeting of shareholders for deliberation.
7、 Opinions of independent directors
1. The procedures for the deliberation and voting of the proposal on the use of raised funds by wholly-owned subsidiaries to increase capital to wholly-owned subsidiaries by the board of directors comply with the relevant provisions of the stock listing rules and the articles of association.
2. The capital contributed this time belongs to the funds raised by issuing shares to specific objects, and its use direction and amount are strictly in accordance with the purpose promised in the company's prospectus for issuing shares to specific objects. There is no situation of changing the investment direction of the raised funds in a disguised manner and damaging the interests of shareholders.
3. This capital increase is in line with the needs of the company's overall operation and management and the interests of the company and all shareholders. There is no damage to the interests of the company and its shareholders, especially small and medium-sized shareholders.
To sum up, we agree that the wholly-owned subsidiary of the company will increase its capital to the wholly-owned subsidiary.
8、 Verification opinions of the recommendation institution
After verification, the recommendation institution believes that Zhongji Innolight Co.Ltd(300308) has fulfilled the corresponding decision-making procedures in accordance with the relevant provisions of the securities regulatory authorities, Comply with the provisions of relevant laws, regulations and normative documents such as the guidelines for the supervision of listed companies No. 2 - regulatory requirements for the management and use of raised funds by listed companies, the Listing Rules of GEM stocks of Shenzhen Stock Exchange, the guidelines for the self-discipline supervision of listed companies of Shenzhen Stock Exchange No. 2 - standardized operation of GEM listed companies, It does not conflict with the implementation plan of the investment project with raised funds, does not affect the normal implementation of the investment project with raised funds, and does not change the investment direction of raised funds in a disguised manner and damage the interests of the company and shareholders.
In conclusion, the sponsor has no objection to the capital increase of the wholly-owned subsidiary of Zhongji Innolight Co.Ltd(300308) wholly-owned company with the raised funds.
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(there is no text on this page, which is the signature and seal page of Guotai Junan Securities Co.Ltd(601211) verification opinions on the use of raised funds by Zhongji Innolight Co.Ltd(300308) wholly owned subsidiaries to increase capital to wholly-owned subsidiaries)
Sponsor representative:
Zhang Guiyang Xing Yongzhe
Guotai Junan Securities Co.Ltd(601211) March 8, 2022
