About Huatai United Securities Co., Ltd
Hc Semitek Corporation(300323)
Verification opinions on reusing some idle raised funds for cash management
Huatai United Securities Co., Ltd. (hereinafter referred to as “Huatai United Securities” or “sponsor”) is the sponsor of Hc Semitek Corporation(300323) (hereinafter referred to as ” Hc Semitek Corporation(300323) ” or “company”) to issue shares to specific objects in 2020 and to be listed on the gem in the continuous supervision stage, In accordance with 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 and other relevant provisions, We have conducted prudent due diligence on Hc Semitek Corporation(300323) reusing some idle raised funds for cash management. The specific verification is as follows: I. Basic information of raised funds and investment projects
With the approval of the reply of China Securities Regulatory Commission on approving Hc Semitek Corporation(300323) to issue shares to specific objects for registration (zjxk [2020] No. 2575), the company issued 148075024 ordinary shares (A shares) to specific objects at an issue price of 10.13 yuan per share, raised a total of 149999999312 yuan, and deducted the issuance expenses of 1708891996 yuan (excluding tax), The net amount of raised funds is 148291107316 yuan. The raised funds have been transferred from Huatai United Securities, the lead underwriter of the issue to specific objects, to the special account for raised funds designated by the company on December 3, 2020, and have been verified by Rongcheng Certified Public Accountants (special general partnership) and issued the capital verification report (Rongcheng Yan Zi [2020] No. 518z0065). The company has deposited the above raised funds in the special account for raised funds management.
According to the prospectus for issuing shares to specific objects and listing on GEM in Hc Semitek Corporation(300323) 2020 (Registration draft), the supporting funds raised this time are intended to be used for the R & D and manufacturing projects of mini / micro led and GaN based power electronic devices. As the construction of the project invested by the raised funds needs a certain period, according to the construction progress of the project invested by the raised funds, some of the raised funds are idle at this stage.
2、 Re use of some idle raised funds for cash management
(I) investment purpose
In order to improve the use efficiency of the company’s funds, on the premise of not affecting the construction of the investment projects invested by the raised funds and the normal production and operation of the company, the rational use of some temporarily idle raised funds for cash management can increase the capital income and obtain more returns for the company and shareholders.
(II) investment quota and term
The company plans to reuse the idle raised funds of no more than 200 million yuan for cash management on the premise of ensuring that the construction and normal production and operation of the investment projects with raised funds are not affected. The above amount of funds can be used on a rolling basis within 12 months from the date of deliberation and approval by the board of directors.
(III) variety and scope of investment products
The company will strictly control risks and strictly evaluate investment products according to relevant regulations. Investment products include financial products with high security and good liquidity or structured deposits with a purchase period of less than 12 months (inclusive).
(IV) validity period of investment resolution
Valid within 12 months from the date of deliberation and approval by the board of directors.
(V) income distribution mode
The income belongs to the company.
(VI) implementation mode
The board of directors of the company plans to authorize the chairman of the board of directors to exercise decision-making power within the validity period and the limit, examine and sign relevant implementation agreements or contracts and other documents, and the financial person in charge of the company will handle relevant matters. The company will timely perform the obligation of information disclosure in accordance with the relevant provisions of Shenzhen Stock Exchange.
3、 Basic information of the company’s previous use of some idle raised funds for cash management
The company held the 9th meeting of the 4th board of directors and the 6th meeting of the 4th board of supervisors on December 25, 2020, deliberated and approved the proposal on using some idle raised funds for cash management. On the premise of ensuring the funds required by the company’s raised investment projects and ensuring the safety of the raised funds, the company can use the temporarily idle raised funds with a total amount of no more than RMB 400 million for cash management, The amount of funds can be used on a rolling basis within 12 months from the date of deliberation and approval by the board of directors.
After the above proposal is considered and passed, the company uses idle raised funds to purchase and redeem financial products. The details are as follows:
Amount: 10000 yuan
No. entrusting party entrusted party income type amount purchase time redemption time
1 Hc Semitek Corporation(300323) (Zhejiang Bank Of China Limited(601988) stock principal guarantee solid 15000 January 2021 April 2021 Jiang) Co., Ltd. fixed income month 08
Hc Semitek Corporation(300323) (Zhejiang Guangfa Bank Co., Ltd. breakeven floating income January 2021 January 2022 Jiang) Co., Ltd. Yiwu Yixing branch on January 13, 20000
Hc Semitek Corporation(300323) (Zhejiang Guangfa Bank Co., Ltd. breakeven floating collection April 2021 July 2021 3 Jiang) Co., Ltd. Yiwu Yixing branch on May 23 and 22, 5000
Hc Semitek Corporation(300323) (Zhejiang Guangfa Bank Co., Ltd. breakeven floating collection September 2021 December 2021 4 Jiang) Co., Ltd. Yiwu Yixing branch October 9, 5000
As of the above redemption date, all the above products have been redeemed.
The above-mentioned use of some idle raised funds by the company to purchase financial products is implemented on the premise of ensuring the normal progress of the investment projects of raised funds and the safety of funds, which is conducive to improving the use efficiency of funds and increasing the investment income of the company. There is no disguised change in the investment direction of raised funds and damage to the interests of the company and all shareholders. 4、 Investment risk analysis and risk control measures
The products purchased by the company for cash management belong to the category of low-risk investment, but it is not excluded that the investment is affected by market fluctuations. For the possible income risk, the company proposes the following measures:
1. On the basis of ensuring that the normal production and operation of the company will not be affected, select appropriate products according to the safety, term and income of investment products according to the idle raised funds and self owned funds of the company.
2. The Finance Department of the company shall review and evaluate the risks in advance, pay attention to the situation of investment products in time, and analyze the investment direction of financial products and project progress. If the evaluation finds that there are risk factors that may affect the safety of the company’s funds, it will take corresponding measures in time to control the investment risk.
3. The internal audit department of the company is responsible for auditing and supervising the use and custody of funds.
1. The redemption time of the product is slightly later than the validity period considered in the previous resolution of the board of directors. The company held the 12th meeting of the Fifth Board of directors on April 11, 2022 to supplement and confirm the above failure to redeem the financial products in time according to the validity period of the previous resolution of the board of directors.
4. Independent directors and the board of supervisors have the right to supervise and inspect the use of funds, and can hire professional institutions to audit when necessary.
5. The company will timely perform relevant information disclosure obligations in accordance with relevant regulations.
5、 Impact on the company
Under the condition of ensuring the construction of investment projects with raised funds and the normal operation of the company, the company will reuse some idle raised funds for cash management, adhere to standardized operation, maintain and increase value and prevent risks, which will not affect the construction of projects with raised funds, improve the use efficiency of funds and obtain good investment returns for the company and shareholders.
6、 Review procedure
At the 12th meeting of the 5th board of directors on April 11, 2022, the company considered and approved the proposal on reusing some idle raised funds for cash management, and agreed that the company would use idle raised funds of no more than RMB 200 million for cash management without affecting the use of raised funds. The independent directors gave their consent.
At the 8th meeting of the 5th board of supervisors on April 11, 2022, the company deliberated and approved the proposal on reusing part of the idle raised funds for cash management, and agreed to reuse part of the idle raised funds for cash management.
7、 Opinions of the sponsor
After verification, Huatai United Securities believes that: Hc Semitek Corporation(300323) the reuse of some idle raised funds for cash management has been deliberated and approved by the board of directors and the board of supervisors of the company, and the independent directors have expressed their consent and fulfilled the necessary procedures; The use of raised funds does not conflict with the implementation plan of the investment project with raised funds, does not affect the normal progress of the investment project with raised funds, and there is no change or disguised change in the investment direction of raised funds and damage the interests of shareholders. The recommendation institution has no objection to Hc Semitek Corporation(300323) .
(there is no text on this page, which is the signature page of the verification opinions of Huatai United Securities Co., Ltd. on Hc Semitek Corporation(300323) reusing some idle raised funds for cash management)
Sponsor representative (signature):
Zhang Chang, Li Jinhu
Huatai United Securities Co., Ltd. (official seal)
