Bohai Securities Co., Ltd
Verification opinions on the implementation subject and place of Shenzhen Xinhao Photoelectricity Technology Co.Ltd(301051) new raised investment projects and the use of some raised funds to increase capital to holding subsidiaries to implement raised investment projects
Bohai Securities Co., Ltd. (hereinafter referred to as "Bohai Securities" or "recommendation institution") is the recommendation and continuous supervision institution of Shenzhen Xinhao Photoelectricity Technology Co.Ltd(301051) (hereinafter referred to as "company" or " Shenzhen Xinhao Photoelectricity Technology Co.Ltd(301051) ") for initial public offering and listing on GEM, In accordance with the provisions of relevant laws, regulations and normative documents such as the measures for the administration of securities issuance and listing recommendation business, 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, The implementation subject and place of Shenzhen Xinhao Photoelectricity Technology Co.Ltd(301051) new raised investment project and the use of some raised funds to increase capital to holding subsidiaries to implement raised investment projects have been carefully verified. The verification results are as follows:
1、 Basic information of raised funds
With the consent of China Securities Regulatory Commission (hereinafter referred to as "CSRC") zjxk [2021] No. 2361, the company issued 20 million RMB common shares (A shares) for the first time, with a par value of RMB 1.00 per share and an issue price of 98.80 yuan / share. The total amount of funds raised was 1976 million yuan. After deducting the issuance expenses, the net amount of funds raised by the company was 1895270200 yuan. The funds raised by the company have been received on August 24, 2021, verified by Zhongxi Certified Public Accountants (special general partnership) and issued the capital verification report (Zhongxi Yan Zi [2021] No. 00082).
The company has deposited the above-mentioned raised funds in the special account for raised funds, and signed the supervision agreement for raised funds with the sponsor and the relevant banks storing the raised funds to manage the deposit and use of the raised funds.
2、 Investment projects with raised funds
According to the prospectus of Shenzhen Xinhao Photoelectricity Technology Co.Ltd(301051) initial public offering and listing on GEM, the specific investments of the funds raised from this public offering after deducting the issuance expenses are as follows:
Unit: 10000 yuan
No. project name total investment of the project and investment amount of raised funds
1. Huangshi Xinbo Technology Co., Ltd. electronic product glass anti 150 Ping An Bank Co.Ltd(000001) 5000000 protective screen construction project (glass product project)
2. Supplementary working capital 3000000
Total 180 Ping An Bank Co.Ltd(000001) 8000000
The net amount of funds actually raised by the company's initial public offering of shares was 1895270200 yuan. After deducting the fund demand of the above-mentioned investment projects, the excess raised funds were 952702 million yuan.
3、 Implementation subject and location of the new raised investment project
(I) reasons for adding new implementation subjects and locations
DAHAO Technology (Dongguan) Co., Ltd. (formerly known as Dongguan Junda Touch Technology Co., Ltd., hereinafter referred to as "DAHAO technology") is located in the production Park of Dongguan Songshan Lake, with a construction area of 125100 square meters, sufficient available capacity space (production area of about 90000 square meters), complete production supporting facilities, perfect sewage treatment facilities and complete environmental protection approval procedures. At the same time, Dongguan Songshan Lake gathers well-known consumer electronics enterprises such as Huawei, vivo and oppo. The industrial chain is relatively mature and close to the company's main production base, which is conducive to the company's overall planning and production coordination. Therefore, in order to meet the actual development needs of the raised investment project, make full use of the existing production capacity of DAHAO technology and give full play to its regional advantages, improve the use efficiency of the raised funds and ensure the implementation progress of the raised investment project, DAHAO technology, a holding subsidiary, and its registered place are proposed to be added as the implementation subject and place of the raised investment project.
(II) changes in the implementation subject and location of the raised investment project
Before and after project name change
Huangshi Xinbo Technology Co., Ltd. (hereinafter referred to as "Huangshi Xinbo" for short) is the implementing body of Huangshi Xinbo Technology Co., Ltd
Protective screen construction project (No. 218, Jinshan Avenue, Huangshi City, glass products project) is implemented at No. 2, industrial North Third Road, Songshanhu Park, Dongguan City, No. 218, Jinshan Avenue, Huangshi City
In addition to the above changes, the total investment and construction contents of the company's raised investment projects have not changed.
4、 Using part of the raised funds to increase capital to holding subsidiaries to implement raised investment projects
(I) basic information of the implementation subject of this capital increase
Company name: DAHAO Technology (Dongguan) Co., Ltd
Unified social credit Code: 914419 Aerospace Hi-Tech Holding Group Co.Ltd(000901) 56497n
Type: other limited liability companies
Legal representative: Zhou Xuan
Registered capital: 200 million yuan
Date of establishment: January 13, 2014
Registered address: No. 2, industrial North Third Road, Songshanhu Park, Dongguan City, Guangdong Province
Business scope: touch screen, display module, glass cover sector, camera design, R & D, production, sales and technical services; R & D, sales and technical consulting services of computer software and embedded software; Import and export of goods; Property leasing and property management. (for projects subject to approval according to law, business activities can be carried out only after approval by relevant departments)
As of the disclosure date of this announcement, the equity structure of DAHAO technology is shown in the figure below:
Name of shareholder paid in capital contribution (10000 yuan) paid in proportion (%)
Guangdong Xinhao 1250000 62.50
Shenzhen Junda touch Co., Ltd. 750000 37.50
Total 2000000 100.00
(II) capital increase to holding subsidiaries by using part of the raised funds
The company plans to add DAHAO technology as the implementation subject of the raised investment project, and increase 822 million yuan to its holding subsidiary DAHAO technology through its wholly-owned subsidiary Xinhao Technology (Guangdong) Co., Ltd. (hereinafter referred to as "Guangdong Xinhao") for the implementation of the "glass protective screen construction project of Huangshi Xinbo Technology Co., Ltd. (glass product project)", of which 300 million yuan is included in the registered capital and 522 million yuan is included in the capital reserve.
After the capital increase, the registered capital of DAHAO technology is changed from 200 million yuan to 500 million yuan. The equity structure of DAHAO technology after the capital increase is shown in the figure below:
Name of shareholder paid in capital contribution (10000 yuan) paid in proportion (%)
Guangdong Xinhao 4250000 85.00
Shenzhen Junda touch Co., Ltd. 750000 15.00
Total 5000000 100.00
(III) management of raised funds after this capital increase and its impact on the company
In order to ensure the standardized management and use of the raised funds, DAHAO technology will open a special account for the raised funds, sign a four party supervision agreement for the raised funds with the company, the sponsor and the commercial bank storing the raised funds, and use the raised funds in strict accordance with the requirements of relevant laws, regulations and normative documents.
The implementation subject of the new raised investment project The place of implementation and the use of part of the raised funds to increase the capital of the holding subsidiaries to implement the raised investment projects comply with the relevant provisions of the guidelines for the supervision of listed companies No. 2 - regulatory requirements for the management and use of raised funds of 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 and so on, It will not have a substantial impact on the implementation of the raised investment projects, and will not affect the normal progress of the raised capital investment projects. There is no situation of changing the investment direction of the raised funds in a disguised manner and damaging the interests of the company and shareholders, which is conducive to the company to further improve the operation and management efficiency and comply with the company's long-term development plan.
5、 Review procedures and special opinions for implementation
(I) opinions of the board of directors
The company held the 14th meeting of the second board of directors on March 23, 2022, deliberated and approved the proposal on the implementation subject and place of new raised investment projects and the use of part of the raised funds to increase capital to the holding subsidiary to implement raised investment projects, and agreed to "Huangshi Xinbo Technology Co., Ltd. electronic product glass protective screen construction project (glass product project)", DAHAO technology, a holding subsidiary, was added as the implementation subject of the raised investment project, and No. 2, Gongye Beisan Road, Songshanhu Park, Dongguan City, where DAHAO technology is located, was added as the implementation place of the raised investment project, which was specifically implemented through the way that Guangdong Xinhao, a wholly-owned subsidiary, increased RMB 822 million to DAHAO technology, a holding subsidiary. The matter still needs to be submitted to the general meeting of shareholders of the company for deliberation.
(II) opinions of independent directors
The independent directors believe that: the implementation subject, implementation location and use of part of the raised funds to increase capital to the holding subsidiary to implement the raised investment project are based on the specific needs of the implementation of the company's raised funds use plan, in line with the actual situation and future development strategy of the company, do not change the investment direction and project construction content of the raised funds, and will not have a material impact on the implementation of the raised investment project, There are no circumstances that harm the interests of shareholders, especially small and medium-sized shareholders, and meet the requirements 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 of 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. Therefore, the independent directors unanimously agreed on the implementation subject and place of the new raised investment project of the company and the use of part of the raised funds to increase capital to the holding subsidiary to implement the raised investment project.
(III) opinions of the board of supervisors
On March 23, 2022, the company held the 8th meeting of the second board of supervisors, deliberated and approved the proposal on the implementation subject and place of new raised investment projects and the use of some raised funds to increase capital to holding subsidiaries to implement raised investment projects. The board of supervisors believes that the implementation subject, place and use of part of the raised funds to increase the capital of the holding subsidiary to implement the raised investment project are based on the actual needs of the company's raised investment project, which is conducive to meeting the fund needs of the project, ensuring the smooth implementation of the raised investment project, and will not have a significant adverse impact on the normal operation of the company, There is also no change or disguised change in the investment direction of the raised funds and damage to the interests of the company and shareholders. The board of supervisors agrees to the implementation of the above matters.
6、 Verification opinions of the recommendation institution
After verification, the sponsor believes that: the implementation subject, implementation location and use of part of the raised funds to increase capital to the holding subsidiary to implement the raised investment project of the company have been deliberated and approved by the board of directors and the board of supervisors of the company, the independent directors have issued clear consent opinions, and the matter needs to be submitted to the general meeting of shareholders for deliberation. This matter complies with the relevant provisions of 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 and other relevant provisions. There is no damage to the interests of shareholders and will not have a material impact on the implementation of raised investment projects, It is conducive to further improve the operation and management efficiency of the company and is in line with the company's long-term development plan. The sponsor has no objection to the implementation subject and place of the company's new raised investment project and the use of part of the raised funds to increase capital to the holding subsidiary to implement the raised investment project. (no text below)
(there is no text on this page, which is the signature page of the verification opinions of Bohai Securities Co., Ltd. on the implementation subject and place of Shenzhen Xinhao Photoelectricity Technology Co.Ltd(301051) new raised investment project and the use of part of the raised funds to increase capital to the holding subsidiary to implement the raised investment project)
Sponsor representative:
Dong Xiangzheng Fengqi
