A-share securities code: Shanghai Fudan Microelectronics Group Co.Ltd(688385) securities abbreviation: Shanghai Fudan Microelectronics Group Co.Ltd(688385) Announcement No.: 2022014 Hong Kong stock securities code: 01385 securities abbreviation: Shanghai Fudan
Shanghai Fudan Microelectronics Group Co.Ltd(688385)
Special report on the deposit and actual use of raised funds in 2021 the board of directors and all directors of the company guarantee that there are no false records, misleading statements or major omissions in the contents of this announcement, and bear individual and joint responsibilities for the authenticity, accuracy and completeness of its contents.
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 were remitted to the company on July 29, 2021 at China Everbright Bank Company Limited Co.Ltd(601818) Shanghai Branch (36510188001350286), China Merchants Bank Co.Ltd(600036) Shanghai Nanxi sub branch (0219 Suna Co.Ltd(002417) 10) Special account for raised funds of Shanghai Dabaishu sub branch (8110201013101347264) of China CITIC Bank Co., Ltd.
(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 21 Shanghai Pudong Development Bank Co.Ltd(600000) 000 yuan in cash financial products. The use and balance of raised funds are as follows:
Unit: Yuan
The raised funds actually received on July 29, 2021 were 69680377358
notes
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 from cash management products of raised funds 166293151
forehead
Plus: accumulated interest income deducting handling fee 147456570
As of December 31, 2021, the funds raised were 26061341703
Balance (including cash management products)
Note: after deducting the underwriting fee excluding tax of RMB 5079622642, the actually received raised funds are RMB
69680377358 yuan.
2、 Management of raised funds
In order to standardize the use and management of raised funds and protect the rights and interests of investors, according to the China Securities Regulatory Commission
Guidelines for the supervision of listed companies No. 2 - supervision of the management and use of raised funds by listed companies
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
Regulations of relevant laws, regulations and normative documents such as the Listing Rules of shares on the science and Innovation Board of Shanghai Stock Exchange
The company has formulated the management system for raised funds (hereinafter referred to as the "management system") to
Specific and clear provisions have been made on storage, use, management and supervision.
In accordance with relevant regulations and the company's management system, the company opened a special account for bank fund-raising and signed a tripartite supervision agreement with the bank and the securities sponsor China Securities Co.Ltd(601066) company. Tripartite supervision agreement and Shanghai
There is no significant difference in the model tripartite regulatory agreement of the 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
The company, China Securities Co.Ltd(601066) , CITIC special account for raising funds, three parties 1, July 20, 2021
Bank Co., Ltd. Shanghai Branch note supervision agreement
The company, China Securities Co.Ltd(601066) , the special account for investment promotion and fund-raising, and the third party 2, July 20, 2021
Supervision agreement of Bank Co., Ltd. Shanghai Nanxi sub branch
The company, China Securities Co.Ltd(601066) , China raised funds special account for storage, three parties 3, July 20, 2021
China Everbright Bank Company Limited Co.Ltd(601818) Co., Ltd. Shanghai branch supervision agreement
Note: because China Citic Bank Corporation Limited(601998) Shanghai Dabaishu sub branch has no authorization to directly sign the supervision agreement on the raised funds
Its superior unit China Citic Bank Corporation Limited(601998) Shanghai Branch signed the tripartite supervision agreement on the storage of special account for 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)
8110201013101347264 current deposit 66184771 Shanghai Dabaishu sub branch China Merchants Bank Co.Ltd(600036)
0219 Suna Co.Ltd(002417) 10710710 current deposit 3344308398 Shanghai Nanxi Sub Branch China China Everbright Bank Company Limited Co.Ltd(601818) Co., Ltd
36510188001350286 current deposit 1050848534 company Shanghai Branch
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 actual investment of the company's self raised funds in advance in the investment projects with raised funds totaled 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) self raised funds in advance in the investment projects with raised funds (Ernst & Young Huaming (2021) Zi No. 60469429b02).
The 25th meeting of the 8th board of directors and the 9th meeting of the 8th board of supervisors of the company considered and approved the proposal on replacing self raised funds invested in advance with raised funds, and agreed that the company would use raised funds to replace self raised funds invested in projects invested in advance with 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 sponsor China Securities Co.Ltd(601066) 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, please refer to the notice on replacing pre investment with raised funds disclosed by the company on August 30, 2021
Announcement on self raised funds received.
(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 of the company deliberated 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 sponsor China Securities Co.Ltd(601066) 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 of the company deliberated 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 sponsor China Securities Co.Ltd(601066) has no objection to the matter, and has issued special verification opinions on the matter. The independent non-executive director of the company has expressed consent to the matter.
In order to improve the use efficiency of the raised funds, the company purchased some temporarily idle raised funds for cash management assets
As of December 31, 2021, the unexpired cash management products are as follows:
Name of deposit bank product maturity balance (RMB)
RMB seven day notice
China Everbright Bank Company Limited Co.Ltd(601818) Shanghai Branch deposits Shanghai Pudong Development Bank Co.Ltd(600000) 000 in 7 days at any time
RMB seven day notice
China Everbright Bank Company Limited Co.Ltd(601818) Shanghai Branch deposits 4000000000 in 7 days 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、 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 the relevant information disclosure in a timely, true, accurate and complete manner, There is no illegal use of the raised funds.
