China International Capital Corporation Limited(601995)
About Shenzhen Shenzhen Jpt Opto-Electronics Co.Ltd(688025) North Electro-Optic Co.Ltd(600184) Co., Ltd
Closing of some raised investment projects in initial public offering
And permanently replenish the surplus raised funds with the verification opinions of working capital
China International Capital Corporation Limited(601995) (hereinafter referred to as " China International Capital Corporation Limited(601995) " and "sponsor") as the sponsor of Shenzhen Shenzhen Jpt Opto-Electronics Co.Ltd(688025) North Electro-Optic Co.Ltd(600184) Co., Ltd. (hereinafter referred to as " Shenzhen Jpt Opto-Electronics Co.Ltd(688025) " and "the company"), in accordance with the guidelines for the supervision of listed companies No. 2 - regulatory requirements for the management and use of funds raised by listed companies In accordance with the requirements of relevant laws and regulations such as the Listing Rules of Shanghai Stock Exchange's science and innovation board and the guidelines for the application of the self regulatory rules of Shanghai Stock Exchange's science and innovation board listed companies No. 1 - standardized operation, prudent verification has been carried out on the settlement of some raised investment projects of Shenzhen Jpt Opto-Electronics Co.Ltd(688025) initial public offering of shares and the permanent supplement of the surplus raised funds to the working capital. The verification results and opinions are as follows.
1、 basic information of Shenzhen Jpt Opto-Electronics Co.Ltd(688025) IPO funds
With the approval of the China Securities Regulatory Commission on the registration of initial public offering shares of Shenzhen Shenzhen Jpt Opto-Electronics Co.Ltd(688025) North Electro-Optic Co.Ltd(600184) Co., Ltd. (zjxk [2019] No. 1797), the company publicly issued 23092144 ordinary shares in RMB, with a par value of RMB 1.00 per share and an issue price of RMB 43.86 per share. The total funds raised were RMB 101282143584, after deducting the issue expenses of RMB 9778575907, The net amount of funds actually raised was 91503567677 yuan. The above raised funds have been verified by Ruihua Certified Public Accountants (special general partnership) and issued the capital verification report of Shenzhen Shenzhen Jpt Opto-Electronics Co.Ltd(688025) North Electro-Optic Co.Ltd(600184) Co., Ltd. (rhyz [2019] No. 48490002).
2、 Shenzhen Jpt Opto-Electronics Co.Ltd(688025) initial public offering fund deposit and management
In order to standardize the management of the company's raised funds and protect the legitimate rights and interests of the company's shareholders, especially small and medium-sized investors, according to the requirements of 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 issued by the CSRC. The company opened a special account for raised funds (hereinafter referred to as "special account") to store the raised funds, and signed the tripartite supervision agreement on the storage of raised funds with the sponsor China International Capital Corporation Limited(601995) , and the commercial bank that deposited the raised funds. For details, please refer to the website of Shanghai Stock Exchange (www.sse. Com. CN.) on October 30, 2019 Announcement of Shenzhen Shenzhen Jpt Opto-Electronics Co.Ltd(688025) North Electro-Optic Co.Ltd(600184) Co., Ltd. on the listing of science and innovation board for initial public offering of shares. According to the requirements of Shanghai Stock Exchange and relevant regulations, the company and its wholly-owned subsidiary Huizhou Shenzhen Jpt Opto-Electronics Co.Ltd(688025) Electronic Technology Co., Ltd., the sponsor and the commercial bank storing the raised funds signed the four party supervision agreement on the storage of the special account for raised funds respectively. For details, please refer to the website of Shanghai Stock Exchange (www.sse. Com. CN.) on December 6, 2019 Announcement of Shenzhen Shenzhen Jpt Opto-Electronics Co.Ltd(688025) North Electro-Optic Co.Ltd(600184) Co., Ltd. on signing the four party supervision agreement on the storage of raised funds in a special account.
3、 Investment projects with raised funds
According to the purpose of the raised funds disclosed in the prospectus of the company's initial public offering and listing on the science and innovation board, the total amount of the raised funds of the company's initial public offering will be invested in the construction of the following projects after deducting the issuance expenses: unit: 10000 yuan
No. project name total investment of the main project to be invested in the raised funds
1 fiber laser production expansion construction project 13151001237100 2 laser / optical intelligent equipment production expansion construction project 11987001127600 3 semiconductor laser production expansion construction project 983700925300 semiconductor laser processing and optical testing equipment research Huizhou Shenzhen Jpt Opto-Electronics Co.Ltd(688025)
4 production and construction project 1675 Landocean Energy Services Co.Ltd(300157) 5900 5 ultrafast laser R & D and production construction project 885900833300 6 R & D center construction project 768900723300
7. Supplementary working capital 29 China Vanke Co.Ltd(000002) 727857
Total 97276009150357
4、 Storage and savings of raised funds of the closed project
The investment project of the raised funds settled by the company this time is "ultrafast laser R & D, production and construction project". By March 18, 2022, the investment of the project has been basically completed, and the production line and equipment have reached the serviceable state and put into use.
(I) storage of funds raised by this closing
As of March 18, 2022, the fund-raising investment project "ultrafast laser R & D and production construction project" has been settled, and the storage of the fund-raising is as follows:
Unit: RMB 10000
Project Name: amount of raised funds not yet used in the bank account of the deposit bank
Ultrafast laser research and development Bank Of China Limited(601988) Co., Ltd. 741973024981598928 production and construction project Department Shenzhen Longhua sub branch
(II) savings of raised funds of the project closed
As of March 18, 2022, the utilization and savings of the raised funds of the closed project are as follows:
Unit: RMB 10000
Project Name: net amount of interest income from accumulated investment of raised funds after deducting the handling fee of the total amount of unused raised funds
Ultrafast laser R & D and production 8333 Brother Enterprises Holding Co.Ltd(002562) 06 218.34598928 construction project
Note: the expected remaining amount of raised funds does not include the bank interest income that has not been received. The amount finally transferred into the company's own fund account shall be subject to the balance of the special account on the day of fund transfer out.
5、 Main reasons for savings in raised funds
As of March 18, 2022, the difference between the estimated investment and the actual investment of the "ultrafast laser R & D and production construction project" is as follows:
Unit: 10000 yuan
Shenzhen Shenzhen Jpt Opto-Electronics Co.Ltd(688025) considering the expected input of Shenzhen Jiepu project, the actual input completion proportion is pre input into pute, pre input into Tezhen, and the total input completion proportion is pre input
Project construction 1956 Shanghai Metersbonwe Fashion&Accessories Co.Ltd(002269) 04 116.00%
Equipment purchase 265500 293.01 11.04% 311.06 604.07 22.75%
Personnel recruitment 177300 -- 113299113299 63.90% and training
Initial working capital 194600-570.53 29.32%
Total 8330 Brother Enterprises Holding Co.Ltd(002562) 06 30.76% 201458457663 54.94%
Note: the estimated investment amount of the raised investment project has been adjusted according to the actual raised funds.
The main reasons for the savings of funds raised by the "ultrafast laser R & D and production construction project" are as follows:
(I) at present, the overall price of ultrafast laser is higher than that of solid-state laser and fiber laser, and the market popularity is low. In order to further reduce the product cost and improve the output power, the product design scheme of the company is still in the process of rapid updating and iteration. Therefore, the company retained some ultrafast laser production personnel to work in Shenzhen Shenzhen Jpt Opto-Electronics Co.Ltd(688025) and used some production equipment common to the laser production line for early R & D and production, resulting in the equipment purchase cost, personnel recruitment and training cost in the fund-raising plan not yet used. Subsequently, the company will invest in the recruitment and training of personnel related to ultrafast laser production and equipment purchase according to the market demand.
(II) during the implementation of the "ultrafast laser R & D and production construction project" funded by raised funds, since the construction of the implementation site of Huizhou funded by raised funds has not been completed in the early stage, based on the broad application prospect of ultrafast laser in precision processing technology in semiconductor, consumer electronics and other fields, in order to speed up the business layout of ultrafast laser and quickly improve the self-made technical level, the company invested some R & D equipment procurement and Personnel recruitment and training expenses and initial working capital, so this part of the investment will no longer use the raised funds for secondary investment.
(III) since the beginning of 2019, the market price of some production and R & D equipment required by the raised investment project has shown a downward trend, further saving the equipment purchase cost.
(IV) during the construction of the raised investment project, based on the actual situation of the project and on the premise of ensuring the project quality, the company adheres to the principle of prudence and economy, strengthens the control, supervision and management of the cost of all links of the project construction, and reasonably reduces the total expenditure of the project by optimizing the planning and design of the production site and the maintenance and reuse of the production line.
(V) the raised funds generate interest income and cash management investment income in the storage process.
6、 Use plan of surplus raised funds
The "ultrafast laser R & D, production and construction project" has basically completed the investment, and the production line and equipment have reached the usable state. At present, the company is actively expanding relevant customers. In order to improve the use efficiency of the raised funds, improve the company's fund situation, reduce financial expenses and improve economic benefits, the company plans to permanently supplement the surplus raised funds of RMB 598928 million (the actual amount shall be subject to the balance of the special account on the day of fund transfer out) with working capital for the company's daily business activities.
After the surplus raised funds are transferred out, the company will go through the account cancellation procedures and cancel the relevant raised funds account, and the supervision agreement on the special account for raised funds signed by the company with the sponsor, the project implementation subject and the deposit bank will be terminated accordingly.
7、 Review procedures for implementation
(I) deliberations of the board of directors
On March 30, 2022, the company held the 42nd meeting of the second board of directors. With the unanimous consent of all directors, the proposal on closing some raised investment projects in the initial public offering of shares and permanently replenishing the surplus raised funds to the working capital was reviewed and approved. It was agreed that the company would close the raised funds investment project "ultrafast laser R & D and production construction project" and use the surplus raised funds to permanently replenish the working capital of the company, The proposal does not need to be submitted to the general meeting of shareholders of the company for deliberation and approval.
(II) opinions of independent directors
The independent directors believe that the completion of the "ultrafast laser R & D and production construction project" of the company's initial public offering and the use of the surplus raised funds to permanently supplement the company's working capital will further fill the cash flow of the company's main business, be conducive to the development of the company's main business, improve the company's capital utilization efficiency and reduce the company's financial expenses, which is in the interests of the company and all shareholders, There is no situation that damages the interests of the company or shareholders.
The contents and decision-making procedures of this matter comply with the provisions of 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 by listed companies, the Listing Rules of Shanghai Stock Exchange's science and innovation board, the guidelines for the application of self regulatory rules of Shanghai Stock Exchange's science and innovation board listed companies No. 1 - standardized operation, and there is no disguised change in the investment direction of raised funds and damage to shareholders, Especially the interests of minority shareholders. Therefore, the independent directors of the company agreed to the matters considered in the proposal on closing some raised investment projects in the initial public offering and permanently replenishing the surplus raised funds with working capital.
(III) opinions of the board of supervisors
The board of supervisors held that the closing of the "ultrafast laser R & D and production construction project" of some raised and invested projects in the initial public offering of the company, and the use of the surplus raised funds to permanently supplement the working capital of the company, in line with the guidelines for the supervision of listed companies
