Citic Securities Company Limited(600030)
About Zhejiang Zhenlei Technology Co., Ltd
Verification opinions on permanent replenishment of working capital with some over raised funds
Citic Securities Company Limited(600030) (hereinafter referred to as " Citic Securities Company Limited(600030) " or "sponsor") as a sponsor of Zhejiang Zhenlei Technology Co., Ltd. (hereinafter referred to as "Zhenlei technology", "company") for initial public offering and listing on the science and innovation board, in accordance with the measures for the Administration of securities issuance and listing sponsor business and the rules for the listing of shares on the science and Innovation Board of Shanghai Stock Exchange In accordance with the relevant provisions of laws and regulations such as the measures for the continuous supervision of listed companies on the science and Innovation Board (for Trial Implementation) and the guidelines for the supervision of listed companies No. 2 - regulatory requirements for the management and use of raised funds by listed companies, Zhenlei technology has carefully verified the matters that Zhenlei technology intends to use part of the over raised funds to permanently supplement the working capital, and issued this verification opinion. The verification is as follows:
1、 Basic information of raised funds
According to the reply on Approving the registration of initial public offering of Zhejiang Zhenlei Technology Co., Ltd. (zjxk [2021] No. 4031) issued by China Securities Regulatory Commission on December 20, 2021, the company publicly issued 27.31 million RMB common shares (A shares) to the public at an issue price of 61.88 yuan per share (RMB, the same below). The total amount of funds raised this time was 1689942800 yuan, After deducting the issuance expenses excluding tax of 1536318 million yuan, the net amount of funds actually raised is 1536311 million yuan, and all the above funds have been in place. Tianjian Certified Public Accountants (special general partnership) verified the availability of funds for the company's public offering of new shares, and issued the capital verification report (tianjianyan [2022] No. 37) on January 24, 2022.
In order to standardize the management and use of the company's raised funds and protect the rights and interests of investors, the company has established relevant special accounts for raised funds. All the raised funds have been deposited in the special account for raised funds opened with the approval of the board of directors of the company. The company has signed the tripartite supervision agreement on the storage of the special account for raised funds and the quadripartite supervision agreement for raised funds with the recommendation institution and the deposit bank of the special account for raised funds.
2、 Basic information of investment projects with raised funds
According to the prospectus of Zhejiang Zhenlei Technology Co., Ltd. for initial public offering and listing on the science and innovation board, according to the needs of production and operation, the funds raised from the initial public offering of RMB common shares (A shares) will be used for the following items after deducting the issuance expenses:
Unit: 10000 yuan
No. project name total investment amount proposed to use raised funds
1 RF microsystem R & D and industrialization project 12652901265290
2 R & D and industrialization project of programmable RF signal processing chip 18767511876751
3 solid state electronic switch R & D and industrialization project 716658716658
4 headquarters base and cutting-edge technology R & D projects 16871271687127
5. Supplementary working capital 1500000
Total 7045826
3、 The plan of permanently replenishing working capital with over raised funds this time
On the premise of ensuring the capital demand for the construction of the investment projects with raised funds and the normal progress of the investment projects with raised funds, in order to meet the company's working capital demand, improve the use efficiency of raised funds, reduce financial costs, further improve the company's profitability and safeguard the interests of listed companies and shareholders, According to the guidelines for the supervision of listed companies No. 2 - regulatory requirements for the management and use of raised funds by listed companies and other laws and regulations and normative documents, as well as the relevant provisions of the company's raised funds management system, the company plans to use part of the over raised funds to permanently supplement the working capital for the production and operation of the company, which is in line with the needs of the actual operation and development of the company and the interests of all shareholders.
The total amount of over raised funds of the company is 8317284 million yuan. The amount to be used for permanent replenishment of working capital this time is 247 million yuan, accounting for 29.70% of the total amount of over raised funds. Within the last 12 months, the amount of the company's accumulated use of over raised funds to permanently supplement working capital and repay bank loans shall not exceed 30% of the total amount of over raised funds, which does not violate the relevant provisions of China Securities Regulatory Commission and Shanghai Stock Exchange on the use of raised funds of listed companies.
4、 The impact of the use of some over raised funds on the company, relevant instructions and commitments
The permanent replenishment of working capital with part of the over raised funds this time will be used for the production and operation related to the company's main business. There is no situation that changes the use purpose of the raised funds and affects the normal progress of the investment projects of the raised funds. The permanent replenishment of working capital with part of the over raised funds this time can meet the company's working capital needs, improve the use efficiency of the raised funds and reduce the company's financial cost, Further improve the profitability of the company and safeguard the interests of listed companies and shareholders.
The company promises that the accumulated amount used for permanent replenishment of working capital and repayment of bank loans will not exceed 30% of the total amount of over raised funds every 12 months; The permanent replenishment of working capital with some over raised funds this time is only used in the production and operation related to the main business, which will not affect the capital demand for the construction of raised investment projects. No high-risk investment and financial assistance will be provided to others within 12 months after the replenishment of working capital.
5、 Review procedures of this matter
The seventh meeting of the first board of directors and the fifth meeting of the first board of supervisors deliberated and adopted the proposal on using some over raised funds to permanently supplement working capital, and agreed to use some over raised funds of 247 million yuan to permanently supplement working capital. The independent directors of the company expressed clear consent to the above-mentioned use of over raised funds to permanently supplement working capital. The proposal still needs to be submitted to the general meeting of shareholders of the company for deliberation, and provides online voting for shareholders.
6、 Verification opinions of the recommendation institution
After verification, the recommendation institution believes that:
The company's plan to use part of the over raised funds to permanently supplement the working capital has been deliberated and approved by the board of directors and the board of supervisors of the company. The independent directors have expressed clear consent and fulfilled the necessary procedures, which need to be submitted to the general meeting of shareholders of the company for deliberation.
This matter complies with the requirements of 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 by listed companies, the guidelines for the self-discipline supervision of listed companies on the science and Innovation Board of Shanghai Stock Exchange No. 1 - standardized operation. This time, the company plans to use part of the over raised funds to permanently supplement the working capital and be used for the production and operation related to the main business, which is conducive to improving the use efficiency of the raised funds and in line with the interests of the company and all shareholders.
To sum up, the sponsor has no objection to the matter that Zhenlei technology plans to use part of the over raised funds to permanently supplement the working capital.
(no text below)
(there is no text on this page, which is the signature page of Citic Securities Company Limited(600030) opinions on the verification of Zhejiang Zhenlei Technology Co., Ltd. using part of the over raised funds to permanently supplement the working capital) sponsor representative:
Ma Zheng, Ju Hongcheng
Citic Securities Company Limited(600030) mm / DD / yyyy
