Citic Securities Company Limited(600030)
Verification opinions on Zhejiang Zhenlei Technology Co., Ltd. using the raised funds to replace the self raised funds invested in the raised investment projects in advance and the paid issuance expenses
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 According to the relevant provisions 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 by listed companies and 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, Zhenlei technology has verified the matters that Zhenlei technology plans to use the raised funds to replace the self raised funds invested in the projects invested in advance and paid the issuance expenses, 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, the company raised RMB common shares (A shares) for initial public offering according to the needs of production and operation
Unit: 10000 yuan
Project name total investment amount proposed to be raised project filing or approval number fund amount document number
1 RF microsystem R & D and industrialization project 1265290126529021023 Shanghai Labway Clinical Laboratory Co.Ltd(301060) 4 – 02957907
2 development of programmable RF signal processing chip 1876751187675121023 Shanghai Labway Clinical Laboratory Co.Ltd(301060) 4 – and industrialization project 02404878
3 solid state electronic switch R & D and industrialization project 71665871665821023 Shanghai Labway Clinical Laboratory Co.Ltd(301060) 4-item 02311399
4 headquarters base and cutting-edge technology R & D projects 16871271687127/
5. Supplementary working capital 1500000/
Total 7045826
3、 Advance investment of self raised funds into raised investment projects and payment of issuance expenses and replacement
(I) advance investment of self raised funds into projects invested with raised funds
As of March 9, 2022, the actual amount invested by the company in advance with self raised funds in the investment projects with raised funds is RMB 319906 million, as follows:
Unit: RMB 10000
Project name total investment ratio of self raised funds to total investment
Amount received (%)
RF microsystem R & D and industrialization project 1265290 133.57 1.06
Research and development of programmable RF signal processing chip and 1876751223499 11.91 industrialization project
Solid state electronic switch R & D and industrialization project 716658 691.07 9.64
Headquarters base and cutting-edge technology R & D project 1687127 139.43 0.83
Supplementary working capital 1500000 —
Total 7045826319906 4.54
The company plans to use the raised funds for replacement. Before the raised funds are in place, the company has invested 319906 million yuan in advance with self raised funds.
(II) self raised funds are used in advance for part of the issuance expenses
As of March 9, 2022, the amount of issuance expenses paid in advance by the company with self raised funds is 1518900 yuan (excluding value-added tax). It is proposed to use the raised funds to replace other issuance expenses paid by the company with self raised funds of RMB 1518900 before the raised funds are in place.
The above matters have been verified by Tianjian Certified Public Accountants (special general partnership) and issued the verification report on the pre investment of raised investment projects by Zhejiang Zhenlei Technology Co., Ltd. with self raised funds (tianjianshen [2022] No. 1710).
4、 Review procedures for the replacement of raised funds
On April 6, 2022, the company held the seventh meeting of the first board of directors and the fifth meeting of the first board of supervisors respectively, deliberated and adopted the proposal on using raised funds to replace self raised funds invested in raised projects in advance and paid issuance expenses, and agreed to use raised funds to replace self raised funds invested in raised projects in advance and paid issuance expenses, with a total amount of 335095 million yuan. The board of supervisors and independent directors of the company expressed their opinions on this matter, and Tianjian Certified Public Accountants (special general partnership) issued an assurance report.
The above matters are within the approval authority of the board of directors of the company and do not need to be submitted to the general meeting of shareholders for deliberation. The replacement time of the raised funds is less than 6 months from the arrival date of the raised funds, which meets the requirements of relevant laws and regulations.
5、 Description of special opinions
(I) opinions of independent directors
The independent directors of the company believe that the company’s use of the raised funds to replace the self raised funds invested in the raised investment projects in advance and paid the issuance expenses does not affect the normal implementation of the raised investment projects, nor does it change the investment direction of the raised funds in a disguised manner, and the replacement does not harm the interests of the company and shareholders, especially the interests of minority shareholders. The replacement time shall comply with the provisions on replacement within 6 months after the arrival of the raised funds. The contents and procedures 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 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, and the company’s raised funds management system. The independent directors agree that the board of directors will consider and pass relevant proposals.
(II) opinions of the board of supervisors
The board of supervisors of the company believes that the company’s use of the raised funds to replace the self raised funds invested in the raised investment projects in advance and paid the issuance expenses does not change the purpose of the raised funds and damage the interests of shareholders, and will not affect the normal progress of the raised funds investment projects.
(III) audit opinions of accounting firm
Tianjian Certified Public Accountants (special general partnership) conducted special verification on the company’s advance investment with self raised funds, It also issued the verification report on Zhejiang Zhenlei Technology Co., Ltd. investing in projects raised and invested in advance with self raised funds (TJs [2022] No. 1710). Tianjian Certified Public Accountants (special general partnership) believes that the special instructions for investing in projects raised and invested in advance with self raised funds prepared by the management of Zhenlei Technology Co., Ltd. is in line with the self regulatory guidelines No. 1 – standardized operation of companies listed on the science and Innovation Board of Shanghai Stock Exchange (SZF [2022] No. 14) and relevant format guidelines truthfully reflect the actual situation of Zhenlei technology company’s pre investment in raised projects with self raised funds.
6、 Verification opinions of the recommendation institution
The company’s use of the raised funds to replace the self raised funds that have been invested in the raised investment projects in advance and paid the issuance expenses has 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 Tianjian Certified Public Accountants (special general partnership) has conducted special verification and issued an authentication report, and fulfilled the necessary approval procedures. The company’s use of the raised funds to replace the self raised funds that have been invested in the raised investment projects in advance and paid the issuance expenses does not change the purpose of the raised funds in a disguised manner and damage the interests of shareholders, will not affect the normal progress of the raised funds investment projects, and the replacement time is no more than six months from the arrival time of the raised funds, Comply with the relevant provisions of the measures for the administration of securities issuance and listing recommendation business, 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 of listed companies, and the self regulatory guidelines for listed companies on the science and Innovation Board of Shanghai Stock Exchange No. 1 – standardized operation, as well as the management system of raised funds of the company.
In conclusion, the recommendation institution has no objection to the company’s use of the raised funds to replace the self raised funds that have been invested in the raised investment projects in advance and to pay the issuance expenses.
(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 raised funds to replace self raised funds invested in pre raised projects and paid issuance expenses) sponsor representative:
Ma Zheng, Ju Hongcheng
Citic Securities Company Limited(600030) mm / DD / yyyy
