Chinalin Securities Co.Ltd(002945)
About Wuxi Chipown Micro-Electronics Limited(688508)
Verification opinions on cash management with temporarily idle raised funds
Chinalin Securities Co.Ltd(002945) (hereinafter referred to as ” Chinalin Securities Co.Ltd(002945) ” or “sponsor”) as a sponsor of Wuxi Chipown Micro-Electronics Limited(688508) (hereinafter referred to as ” Wuxi Chipown Micro-Electronics Limited(688508) ” or “company”) for initial public offering of shares and listing on the science and innovation board, in accordance with the guidelines for the supervision of listed companies No. 2 – regulatory requirements for the management and use of raised funds by listed companies Laws, regulations, rules, normative documents such as the self regulatory guidelines for listed companies of Shanghai Stock Exchange No. 1 – standardized operation, as well as the Wuxi Chipown Micro-Electronics Limited(688508) articles of association and other relevant provisions have verified the cash management of Wuxi Chipown Micro-Electronics Limited(688508) using the temporarily idle raised funds. The verification results and opinions are as follows:
1、 Basic information of raised funds
With the approval of the reply on Approving the registration of Wuxi Chipown Micro-Electronics Limited(688508) initial public offering of shares (zjxk [2020] No. 1216) issued by China Securities Regulatory Commission (hereinafter referred to as “CSRC”) and the consent of Shanghai Stock Exchange, the company issued 28.2 million ordinary shares (A shares) in RMB for the first time, and the total amount of funds raised was 7980 Shanghai Pudong Development Bank Co.Ltd(600000) 0 yuan, After deducting the issuance expenses of RMB 7556892428 (excluding tax), the net amount of raised funds is RMB 72249107572. All the raised funds were in place on July 17, 2020, and the capital verification report “Sugong w [2020] No. b069” was verified and issued by notary Tianye Certified Public Accountants (special general partnership).
The company has adopted the special account storage management for the raised funds in accordance with the regulations, and signed the tripartite supervision agreement on the special account storage of raised funds with the recommendation institution and the supervision Bank of the special account for raised funds.
2、 Fund raising projects
According to the prospectus of Wuxi Chipown Micro-Electronics Limited(688508) initial public offering and listing on the science and innovation board, the investment projects of the company’s initial public offering funds are as follows:
Total investment amount of raised funds
entry name
No. (10000 yuan) (10000 yuan)
1 high power power management chip development and industrialization project 17566351756635
2 module development and industrialization project of industrial driver chip 15515141551514
Project name of total investment amount of raised funds
No. (10000 yuan) (10000 yuan)
3. R & D center construction project 749509749509
4. Supplement working capital 16 Ping An Bank Co.Ltd(000001) Shanghai Pudong Development Bank Co.Ltd(600000)
Total 5657659
3、 Basic information of cash management using temporarily idle raised funds this time
(I) investment purpose
In order to further standardize the use and management of the company’s raised funds, on the premise of not affecting the normal progress of the investment plan of the raised funds, the rational use of some temporarily idle raised funds for cash management can improve the use efficiency of the raised funds.
(II) amount and term
On the premise of ensuring that the normal progress of the company’s investment plan of the raised funds will not be affected, the company plans to use the temporarily idle raised funds of the initial public offering with a maximum balance of no more than RMB 540 million (including this amount) in a single day for cash management. The use period is no more than 12 months, which is valid within 12 months from the date of adoption of the general meeting of shareholders. Within the above-mentioned limit and term, the company can recycle and roll. (III) types of investment products
The company will strictly control risks in accordance with relevant regulations. It plans to use part of the temporarily idle raised funds to purchase principal guaranteed financial products or deposit products with a single product term of no more than 12 months, and such cash management products shall not be used for pledge or investment for the purpose of securities investment.
(IV) validity of the resolution
Valid within 12 months from the date of deliberation and approval by the general meeting of shareholders of the company.
(V) implementation mode
The company authorizes the chairman to exercise the decision-making power within the validity period and limit, and the specific matters shall be organized and implemented by the financial department of the company.
(VI) information disclosure
The company will disclose information in a timely manner in accordance with the relevant provisions of Shanghai Stock Exchange, and will not change the purpose of the raised funds in a disguised form and affect the normal progress of the raised funds.
(VII) distribution of cash management income
The income obtained from the company’s use of temporarily idle raised funds for cash management will be preferentially used to make up for the insufficient investment amount of raised investment projects and the working capital required by the company’s daily operation, and will be managed and used in strict accordance with the requirements of the CSRC and Shanghai Stock Exchange on the supervision measures for raised funds. After the cash management expires, it will be returned to the special account for raised funds.
4、 Impact on the company’s operation
The use of temporarily idle raised funds for cash management is carried out on the premise of ensuring that it will not affect the implementation of the company’s investment plan of raised funds and effectively control investment risks, will not affect the development and construction process of the company’s investment projects with raised funds, and will not damage the interests of the company and shareholders. Appropriate and timely cash management of some idle raised funds can improve the use efficiency of funds and obtain more return on investment for the company and shareholders.
5、 Risk control measures
1. In order to control risks, the company will choose principal guaranteed financial products or deposit products with high safety, good liquidity and a single product term of no more than 12 months in cash management. The investment risk is small and within the enterprise’s control, but it does not rule out that the investment is affected by market fluctuations and there is a certain systemic risk.
2. The company will strictly screen investment objects, and the company’s cash management investment varieties shall not be used for stocks and their derivatives. The above investment products shall not be used for pledge.
3. The finance department shall establish an account to manage the purchased products, establish and improve the accounting accounts, and do a good job in the accounting of the use of funds. Relevant personnel will timely analyze and track the investment direction of investment products and the progress of the project, and take relevant measures when necessary.
4. Independent directors and the board of supervisors have the right to supervise and inspect the use of funds, and can hire professional institutions to audit when necessary. The company’s internal audit organization is responsible for conducting a comprehensive inspection of the products and reasonably predicting the possible risks and benefits.
6、 Opinions of independent directors and board of supervisors
(I) opinions of independent directors
The independent directors of the company believe that: on the premise of ensuring that the normal progress of the company’s investment plan of raised funds is not affected, the cash management of the temporarily idle raised funds of the initial public offering is conducive to improving the use efficiency of raised funds and obtaining certain investment benefits. The content and approval procedures of the proposal comply with the relevant provisions of the CSRC and Shanghai Stock Exchange on the use of raised funds. There is no behavior of changing the purpose of raised funds in a disguised form, which will not affect the construction and use of raised funds, nor adversely affect the company’s business activities. There is no situation that damages the interests of the company and all shareholders, especially small and medium-sized shareholders, and is in line with the interests of the company and all shareholders. The company is approved to use the temporarily idle raised funds for cash management.
(II) opinions of the board of supervisors
The board of supervisors of the company believes that on the premise of ensuring that the normal progress of the investment plan of the company’s raised funds will not be affected, the temporarily idle raised funds from the initial public offering with a maximum balance of no more than RMB 540 million (including this amount) on a single day will be used for cash management for the purchase of principal guaranteed financial products or deposit products with high safety, good liquidity and a single product term of no more than 12 months, It is conducive to improve the use efficiency of raised funds and obtain certain investment benefits. The content and approval procedures of the proposal comply with the relevant provisions of the CSRC and Shanghai Stock Exchange on the use of raised funds. There is no behavior of changing the purpose of raised funds in a disguised form, which will not affect the construction and use of raised funds, nor adversely affect the company’s business activities. There is no situation that damages the interests of the company and all shareholders, especially small and medium-sized shareholders, and is in line with the interests of the company and all shareholders.
7、 Verification opinions of the recommendation institution
Upon verification, Chinalin Securities Co.Ltd(002945) believes that the company’s use of temporarily idle raised funds for cash management has been deliberated and approved by the board of directors and the board of supervisors of the company, and the independent directors have issued clear consent opinions, which comply with relevant laws and regulations and perform the necessary legal procedures. The company’s use of temporarily idle raised funds for cash management this time complies with laws, regulations, rules 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 guidelines for the self discipline supervision of listed companies No. 1 – standardized operation of Shanghai Stock Exchange, as well as the Wuxi Chipown Micro-Electronics Limited(688508) articles of association 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.
To sum up, the recommendation institution has no objection to Wuxi Chipown Micro-Electronics Limited(688508) implementing the cash management with temporarily idle raised funds.
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