China Securities Co.Ltd(601066)
About Shanghai Fudan Microelectronics Group Co.Ltd(688385)
Special verification report on the deposit and use of raised funds in 2021
China Securities Co.Ltd(601066) (hereinafter referred to as ” China Securities Co.Ltd(601066) ” securities “and” sponsor “) as a sponsor of Shanghai Fudan Microelectronics Group Co.Ltd(688385) (hereinafter referred to as” Shanghai Fudan Microelectronics Group Co.Ltd(688385) “and” company “) for initial public offering of shares and listing on the science and innovation board, in accordance with the administrative measures for securities issuance and listing sponsor business and the rules for listing of shares on the science and Innovation Board of Shanghai Stock Exchange 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 measures for the management of raised funds by listed companies of Shanghai Stock Exchange have carefully verified the deposit and actual use of raised funds in Shanghai Fudan Microelectronics Group Co.Ltd(688385) 2021. The details are as follows:
1、 Basic information of raised funds
(I) amount of raised funds and time of receipt of funds
With the approval of the reply on Approving the registration of Shanghai Fudan Microelectronics Group Co.Ltd(688385) initial public offering (zjxk [2021] No. 1874) issued by the China Securities Regulatory Commission on June 1, 2021, the company made an initial public offering of A-Shares in China and listed on the science and Innovation Board of Shanghai Stock Exchange after the issuance. The company issued 120 million ordinary shares in RMB to the public, with a par value of 0.10 yuan per share and an issue price of 6.23 yuan per share. The total amount of funds raised was 747.6 million yuan. After deducting the issuance expenses excluding tax, the net amount of funds actually raised was 6802828 million yuan.
Verified by the capital verification report (tjy [2021] No. 6-70) issued by Tianjian Certified Public Accountants (special general partnership), the above raised funds have been remitted to the company’s special accounts for raised funds in China Everbright Bank Company Limited Co.Ltd(601818) Shanghai Branch (36510188001350286), China Merchants Bank Co.Ltd(600036) Shanghai Nanxi sub branch (02190241710710710710) and Shanghai Dabaishu sub branch of China CITIC Bank Co., Ltd. (8110201013101347264) on July 29, 2021.
(II) use and balance of raised funds
As of December 31, 2021, the balance of raised funds was 26061341703 yuan, including 4461341703 yuan in the special account for raised funds and 4461341703 yuan in cash financial products
Unit: Yuan
Note 69680377358 of raised funds actually received on July 29, 2021
Less: other issuance expenses paid 1079056605
Less: replacement amount of 38029172403 invested in advance with self raised funds
Less: expenditure amount of raised investment project 242456368
Less: permanent supplementary working capital 2400000000
Plus: accumulated income of cash management products of raised funds 166293151
Plus: accumulated interest income deducting handling fee 147456570
As of December 31, 2021, the balance of raised funds (including cash management products) was 26061341703
Note: after deducting the underwriting fee excluding tax of RMB 5079622642, the actually received raised capital is RMB 69680377358. 2、 Management of raised funds
In order to standardize the use and management of raised funds and protect the rights and interests of investors, in accordance with the relevant laws and regulations such as the guidelines for the supervision of listed companies No. 2 – regulatory requirements for the management and use of raised funds of listed companies, the guidelines for the application of self regulatory rules for listed companies on the science and Innovation Board of Shanghai Stock Exchange No. 1 – standardized operation, the Listing Rules of shares on the science and Innovation Board of Shanghai Stock Exchange, etc According to the provisions of normative documents, the company has formulated the management system of raised funds (hereinafter referred to as the “management system”), which has made specific and clear provisions on the storage, use, management and supervision of raised funds.
In accordance with relevant regulations and the company’s management system, the company opened a special account for bank raised funds and signed a tripartite supervision agreement with banks and sponsors. There is no significant difference between the tripartite regulatory agreement and the model tripartite regulatory agreement of Shanghai Stock Exchange, and the tripartite regulatory agreement has been effectively implemented. The tripartite supervision agreement of raised funds is as follows:
Serial number signing date signing party agreement name
1 on July 20, 2021, the company, China Securities Co.Ltd(601066) , the third party in the special account for raising funds
Regulatory agreement of Credit Bank Co., Ltd. Shanghai Branch
2. On July 20, 2021, the company, China Securities Co.Ltd(601066) , recruited three parties to deposit funds in a special account for fund collection
Supervision agreement of Shanghai Nanxi sub branch of China Commercial Bank Co., Ltd
3 on July 20, 2021, the company, China Securities Co.Ltd(601066) , the third party in the special account for raising funds
Supervision agreement of Shanghai Branch of China Everbright Bank Company Limited Co.Ltd(601818) Co., Ltd
Note: since China Citic Bank Corporation Limited(601998) Shanghai Dabaishu sub branch has no authorization to directly sign the supervision agreement for the raised funds, its superior China Citic Bank Corporation Limited(601998) Shanghai Branch has signed the tripartite supervision agreement for the storage of raised funds with the company and the sponsor.
As of December 31, 2021, the deposit of the company’s raised funds in the bank account is as follows:
Unit: Yuan
Deposit bank account balance
China Citic Bank Corporation Limited(601998) Shanghai Dabaishu sub branch 8110201013101347264 current deposit 66184771
China Merchants Bank Co.Ltd(600036) Shanghai Nanxi sub branch 0219 Suna Co.Ltd(002417) 10710710 current deposit 3344308398
China Everbright Bank Company Limited Co.Ltd(601818) Shanghai Branch 36510188001350286 current deposit 1050848534
Total 4461341703
3、 Actual use of raised funds this year
(I) use of funds for investment projects with raised funds
As of December 31, 2021, please refer to “Schedule 1, comparison table of use of raised funds”. (II) early investment and replacement of raised investment projects
From March 1, 2019 to July 31, 2021, the company invested the raised funds in advance with the self raised funds, and the actual investment of the project amounted to 374561300 yuan, Ernst & Young Huaming Certified Public Accountants (special general partnership) has issued the special assurance report on Shanghai Fudan Microelectronics Group Co.Ltd(688385) pre investment of raised funds in investment projects with self raised funds (Ernst & Young Huaming (2021) Zi No. 60469429b02) for this matter.
The 25th meeting of the 8th board of directors and the 9th meeting of the 8th board of supervisors of the company deliberated and approved the proposal on replacing the self raised funds invested in advance with the raised funds, and agreed that the company would use the raised funds to replace the self raised funds invested in advance with the self raised funds, with a total amount of 37456129830 yuan, The total amount of issuing expenses paid in advance with self raised funds is 573042573 yuan, and the total amount of self raised funds is 38029172403 yuan.
The recommendation institution agreed to the matter and issued special verification opinions on the matter, and the independent non-executive director of the company gave consent to the matter.
For details, see the announcement on replacing self raised funds invested in advance with raised funds disclosed by the company on August 30, 2021.
(III) permanent replenishment of working capital with some over raised funds
The 25th meeting of the 8th board of directors and the 9th meeting of the 8th board of supervisors considered and approved the proposal on using part of the over raised funds to permanently supplement working capital, and agreed that the company should use part of the over raised funds of RMB 24 million to permanently supplement working capital.
The recommendation institution agreed to the matter and issued special verification opinions on the matter, and the independent non-executive director of the company gave consent to the matter.
The second extraordinary general meeting of the company in 2021 deliberated and approved the matter.
(IV) cash management of idle raised funds and investment in related products
The 25th meeting of the 8th board of directors and the 9th meeting of the 8th board of supervisors considered and approved the proposal on cash management with temporarily idle raised funds, and agreed that the company would carry out cash management without affecting the progress of investment projects with raised funds, the normal production and operation of the company and ensuring the safety of funds, The temporarily idle raised funds with the use limit of no more than RMB 250 million (including principal) shall purchase investment products with high security, good liquidity and principal guaranteed agreement (including but not limited to the purchase of principal guaranteed financial products, structural deposits, large certificates of deposit, time deposits, notice deposits, income certificates, etc.), and the service life shall be valid within 12 months from the date of deliberation and approval by the board of directors of the company. Within the above-mentioned limit and service life, the funds can be used in a circular and rolling manner.
The recommendation institution has no objection to the matter, and has issued special verification opinions on the matter, and the independent non-executive director of the company has expressed consent to the matter.
In order to improve the use efficiency of raised funds, the company purchased cash management products from some temporarily idle raised funds. As of December 31, 2021, the unexpired cash management products are as follows:
Unit: Yuan
Name of deposit bank product maturity balance
China Everbright Bank Company Limited Co.Ltd(601818) Shanghai Branch RMB 7-day call deposit at any time 7-day Shanghai Pudong Development Bank Co.Ltd(600000) 000
China Everbright Bank Company Limited Co.Ltd(601818) Shanghai Branch RMB 7-day call deposit 4000000000 at any time
China Merchants Bank Co.Ltd(600036) Nanxi sub branch structural deposit March 11, 202290 days 17000000000
Total 21 Shanghai Pudong Development Bank Co.Ltd(600000) 000
4、 Change the use of funds for raised investment projects
As of December 31, 2021, the company has not changed the investment projects of raised funds.
5、 Problems in the use and disclosure of raised funds
During the reporting period, the company used the raised funds in strict accordance with the company law, the securities law, the Listing Rules of the science and Innovation Board of Shanghai Stock Exchange, the regulatory guidelines for listed companies No. 2 – regulatory requirements for the management and use of raised funds by listed companies, and the provisions and requirements of relevant laws and regulations of the CSRC, and performed relevant information disclosure in a timely, true, accurate and complete manner, There is no illegal use of the raised funds.
The board of directors of the company believes that the relevant information disclosed by the company timely, truly, accurately and completely reflects the deposit and actual use of the company’s raised funds in 2021.
6、 Concluding opinions of the assurance report issued by the accounting firm on the deposit and use of the company’s annual raised funds
Ernst & Young Huaming Certified Public Accountants (special general partnership) issued the assurance report on the deposit and actual use of raised funds (Ernst & Young Huaming (2022) Zi No. 60469429b03), which holds that Shanghai Fudan Microelectronics Group Co.Ltd(688385) the special report on raised funds is in accordance with the guidelines for the supervision of listed companies No. 2 – regulatory requirements for the management and use of raised funds of Listed Companies in all major aspects The guidelines for the application of self regulatory rules for companies listed on the science and Innovation Board of Shanghai Stock Exchange No. 1 – standardized operation and the preparation of relevant format guidelines truthfully reflect the deposit and actual use of Shanghai Fudan Microelectronics Group Co.Ltd(688385) raised funds in 2021.
7、 Main verification work of the recommendation institution
The sponsor representative shall, through various means such as data review, interview and communication,
