Haitong Securities Company Limited(600837)
About chuangyao (Suzhou) communication technology Co., Ltd
Verification opinions on permanent replenishment of working capital with some over raised funds
Haitong Securities Company Limited(600837) (hereinafter referred to as " Haitong Securities Company Limited(600837) " or "sponsor") as chuangyao (Suzhou) communication technology Co., Ltd. (hereinafter referred to as "chuangyao technology" or "company") makes initial public offering of shares and is listed on the science and innovation board, continuously supervises the sponsor, and in accordance with the administrative measures for securities issuance and listing sponsor 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 measures for the management of raised funds by listed companies of Shanghai Stock Exchange and the guidelines for the continuous supervision of listed companies of Shanghai Stock Exchange have verified the company's use of some over raised funds to permanently supplement working capital. The details are as follows:
1、 Basic information of raised funds
The application for registration of the company's initial public offering and listing on the science and Innovation Board was approved for registration by the China Securities Regulatory Commission (hereinafter referred to as "CSRC") (zjxk [2021] No. 3654) on November 16, 2021. The company issued 20 million ordinary shares in RMB to the public, with the issue price of 66.60 yuan per share, and the total amount of funds raised was 132 million yuan. After deducting the issuance expenses, the net amount of funds raised was 1219645100 yuan.
Zhonghui 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 (Zhonghui Keyan [2022] No. 0008) on January 7, 2022. The verification results are as follows: as of January 7, 2022, chuangyao technology has actually issued 2000000000 ordinary shares in RMB, with a total raised capital of 133200000000 yuan, After deducting the issuance expenses of RMB 11235493673, the net amount of funds actually raised was RMB 121964506327. Among them, the newly increased registered capital is RMB 20 million and the capital reserve is RMB 119964506327. The company carried out special account storage management for the above-mentioned raised funds in accordance with the regulations, and signed a supervision agreement on the storage of the special account of raised funds with the recommendation institution and the supervision Bank of the special account of raised funds.
2、 Investment projects with raised funds
According to the prospectus of chuangyao (Suzhou) communication technology Co., Ltd. for initial public offering and listing on the science and Innovation Board disclosed by the company, the investment projects and use plans of the funds raised by the company's initial public offering are as follows:
No. name of investment project of raised funds total investment of the project (10000 yuan) proposed investment of raised funds (10000 yuan)
1 research and development of power Internet of things chip and 819493 system application project
2 R & D and system application projects of accessing SV transmission chip and forwarding core 1317944
3. R & D center construction project 12085821208582
Total 3346019
The company will invest and use the above raised funds according to the priorities.
3、 The plan of using part of the over raised funds to permanently supplement the working capital
In accordance with the provisions of relevant laws, regulations and normative documents such as the measures for the administration of raised funds, the rules for the listing of shares on the science and Innovation Board of Shanghai Stock Exchange (revised in December 2020), 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 companies on the science and Innovation Board of Shanghai Stock Exchange No. 1 - standardized operation, On the premise of ensuring the fund demand and normal progress of the project invested by the raised funds, the company plans to use the excess raised funds of 260 million yuan to permanently supplement the working capital for the business activities related to the company's main business.
The total amount of the company's over raised funds is 8850432 million yuan, and the amount of permanent replenishment of working capital this time is 260 million yuan, accounting for 29.38% of the total amount of over raised funds. The amount of permanent replenishment of working capital with over raised funds accumulated by the company within 12 months does 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 plan of using part of the over raised funds to permanently supplement the working capital
The permanent supplementary working capital of the excess raised funds will be used for the production and operation activities related to the company's main business, which meets the actual needs of the company's business development, helps to improve the use efficiency of the raised funds, further improve the company's operating capacity, meets the needs of the company's actual business development and the interests of all shareholders.
The permanent replenishment of working capital with the excess raised funds will not affect the capital demand of the investment project construction, and there is no change in the purpose of the raised funds and affect the normal progress of the investment project with the raised funds, which is in line with the provisions of relevant laws and regulations.
The company promises that the accumulated amount used to supplement working capital within every 12 months will not exceed 30% of the total amount of excess raised funds; The use of excess raised funds to permanently supplement working capital will not affect the normal progress of the company's investment plan of raised funds; Within 12 months after replenishing working capital, the company will not make high-risk investment or provide financial assistance to objects other than holding subsidiaries (except for the investment funds related to its main business jointly invested by the company and professional investment institutions, or the investment funds such as market-oriented industrial investment funds in poor areas and poverty alleviation public welfare funds).
5、 The review procedure of using some over raised funds to permanently supplement working capital this time
(I) deliberations of the board of directors and the board of supervisors
On April 14, 2022, the company held the 19th meeting of the first board of directors and the 9th meeting of the first board of supervisors, deliberated and approved the proposal on using part of the over raised funds to permanently supplement working capital, and agreed that the company would use part of the over raised funds of 260 million yuan to permanently supplement working capital. The independent directors of the company expressed their independent opinions on the proposal, The proposal still needs to be submitted to the general meeting of shareholders of the company for deliberation.
(II) opinions of the board of supervisors
The board of supervisors believes that the company's use of part of the excess raised funds for permanent replenishment of working capital is conducive to improving the use efficiency of the raised funds and reducing financial expenses, which is in line with the interests of the company and all shareholders. The use of part of the excess raised funds to permanently supplement the working capital meets the provisions 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 application of self regulatory rules for listed companies on the science and Innovation Board of Shanghai Stock Exchange No. 1 - standardized operation, the articles of association, the measures for the administration of the use of raised funds and so on. The review procedures involved in the use of part of the excess raised funds to permanently supplement working capital comply with the provisions of laws, administrative regulations, departmental rules and other normative documents, and there is no change in the purpose of the raised funds and damage to the interests of shareholders.
In conclusion, the board of supervisors of the company agreed to permanently supplement the working capital with part of the excess raised funds, and the proposal still needs to be submitted to the general meeting of shareholders of the company for deliberation.
(III) opinions of independent directors
Independent directors believe that the company's use of part of the excess raised funds to permanently supplement the working capital is conducive to improving the use efficiency of the raised funds, reducing financial expenses and further improving the profitability of the company, which is in line with the interests of the company and all shareholders. The use of part of the excess raised funds to permanently supplement the working capital meets the provisions 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 application of self regulatory rules for listed companies on the science and Innovation Board of Shanghai Stock Exchange No. 1 - standardized operation, the articles of association, the measures for the administration of the use of raised funds and so on. The review procedures involved in the use of part of the excess raised funds to permanently supplement working capital comply with the provisions of laws, administrative regulations, departmental rules and other normative documents, and there is no situation of changing the purpose of the raised funds in a disguised manner and damaging the interests of shareholders.
In conclusion, the independent directors agreed to use part of the excess raised funds to permanently supplement the working capital, and agreed to submit the proposal to the general meeting of shareholders of the company for deliberation.
5、 Verification opinions of the recommendation institution
After verification, the sponsor believes that the use of over raised funds by chuangyao technology for permanent replenishment of working capital will help to improve the use efficiency of raised funds, reduce financial costs, and will not affect the normal progress of investment projects with raised funds. There is no change in the investment direction of raised funds and damage the interests of shareholders. It 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 performed the necessary procedures, It needs to be submitted to the general meeting of shareholders of the company for deliberation.
The relevant deliberation procedures of chuangyao technology's use of some over raised funds for permanent replenishment of working capital comply with the Listing Rules of Shanghai Stock Exchange Kechuang board (revised in December 2020) and the regulatory guidelines for listed companies No. 2 - regulatory requirements for the management and use of raised funds by listed companies (CSRC announcement [2012] No. 44) Relevant provisions of laws, administrative regulations, departmental rules and business rules such as guidelines for the application of self regulatory rules for companies listed on the science and Innovation Board of Shanghai Stock Exchange No. 1 - standardized operation, measures for the continuous supervision of companies listed on the science and Innovation Board (for Trial Implementation). Chuangyao technology uses the over raised funds to permanently supplement the working capital, which is conducive to the development of the company's main business and improve the use efficiency of the raised funds, which is in line with the interests of the company and all shareholders.
In conclusion, the sponsor has no objection to chuangyao technology's use of some over raised funds to permanently supplement working capital.
