Huachuang Securities Co., Ltd
About Jiangsu Jiejie Microelectronics Co.Ltd(300623)
Special verification opinions on the deposit and use of raised funds in 2021
As the sponsor of Jiangsu Jiejie Microelectronics Co.Ltd(300623) (hereinafter referred to as Jiangsu Jiejie Microelectronics Co.Ltd(300623) “or” the company “), Huachuang Securities Co., Ltd. (hereinafter referred to as” Huachuang securities “or” the sponsor “) shall, in accordance with the administrative measures for the recommendation business of securities issuance and listing In accordance with the relevant provisions of the Shenzhen Stock Exchange GEM Listing Rules and the Shenzhen Stock Exchange listed companies self regulatory guidelines No. 2 – standardized operation of GEM listed companies, the deposit and use of raised funds in Jiangsu Jiejie Microelectronics Co.Ltd(300623) 2021 were carefully verified. The verification results are as follows:
From the initial public offering in 2017 and listing on the gem to December 31, 2021, the company has raised funds for three times. The initial public offering funds raised in 2017 have been cancelled. For details, please refer to the “comparison table of initial public offering funds raised in 2021 in 2017” for the use of funds raised in 2021.
The company issued non-public shares in 2019 and convertible corporate bonds to unspecified objects in 2021. The deposit and use of raised funds in 2021 are as follows:
1、 Basic information of raised funds
(I) actual amount of raised funds and availability of funds
1. Non public offering of shares in 2019
With the approval of the CSRC’s “zjxk [2019] No. 2289” document, the company issued 35.661 million RMB ordinary shares to five specific investors, including Shanghai Beixin Ruifeng Asset Management Co., Ltd., Galaxy Capital Asset Management Co., Ltd., Jiangsu Fuquan Yida Zhanxin venture capital partnership (limited partnership), Zhou Xueqin and CAITONG Fund Management Co., Ltd, The issue price is RMB 21.18 per share, and the total amount of funds raised is RMB 755.3 million. After deducting the issue expenses of RMB 204682 million (including tax), the actual net amount of funds raised is RMB 7348318 million. The availability of the above funds was verified by Rongcheng Certified Public Accountants (special general partnership), and the capital verification report “hyz [2019] No. 8351” was issued on December 24, 2019. The company has adopted special account storage management for the raised funds.
2. Issue convertible corporate bonds to unspecified objects in 2021
With the approval of registration of Jiangsu Jiejie Microelectronics Co.Ltd(300623) issuing convertible corporate bonds to unspecified objects (zjxk [2021] No. 1179) issued by China Securities Regulatory Commission, the company issued convertible corporate bonds with a total face value of 11950000000 yuan, the total amount of funds raised was 11950000000 yuan, and the net amount of funds raised was 116968154559 yuan after deducting 2531845441 yuan of various issuance expenses. The availability of the above raised funds has been verified by Rongcheng Certified Public Accountants (special general partnership), and the verification report “Rongcheng Yan Zi [2021] No. 216z0015” was issued on June 15, 2021. The company has adopted special account storage management for the raised funds.
(II) amount used and current balance during the reporting period
1. Non public offering of shares in 2019
As of December 31, 2021, the balance of funds raised by non-public offering of shares was RMB 0.00, as shown in the following table:
Unit: RMB
Project amount
Net proceeds 73483175755
Less: the cumulative amount of raised funds used for projects invested with raised funds at the end of the reporting period was 74517788794
Plus: the balance of accumulated interest stored in the special account after deducting handling charges is 1045744307
Less: special account cancellation transfer out amount 11131268
As of December 31, 2021, the balance of the special account for raised funds was 0.00
2. Issue convertible corporate bonds to unspecified objects in 2021
As of December 31, 2021, the balance of funds raised by issuing convertible corporate bonds to unspecified objects was 108514837070 yuan, as shown in the following table:
Unit: RMB
Project amount
Net proceeds 116968154559
Less: the cumulative amount of raised funds used for projects invested with raised funds at the end of the reporting period was 8729389232
Plus: the balance of accumulated interest stored in the special account after deducting handling charges is 276071743
As of December 31, 2021, the balance of the special account for raised funds was 108514837070
2、 Management of raised funds
(I) management of raised funds
In order to regulate the management and use of the raised funds and protect the rights and interests of investors, the company, in accordance with the company law of the people’s Republic of China, the securities law of the people’s Republic of China, the Listing Rules of Shenzhen Stock Exchange gem, the guidelines for the standardized operation of companies listed on Shenzhen Stock Exchange gem and other laws and regulations, The company has formulated the management system of Jiangsu Jiejie Microelectronics Co.Ltd(300623) raised funds (hereinafter referred to as the “management system of raised funds”), which was deliberated and adopted at the sixth meeting of the Fourth Board of directors and voted at the 2020 annual general meeting of shareholders of the company.
(II) tripartite supervision of raised funds
1. Non public offering of shares in 2019
According to the requirements of the management system of raised funds, the company implements a special account for the storage of raised funds, and implements strict approval procedures for the use of raised funds, so as to ensure the special use of funds. On January 9, 2020, the company, its wholly-owned subsidiary jiejie Semiconductor Co., Ltd. and the sponsor Huachuang securities signed the tripartite supervision agreement on raised funds with Bank Of Jiangsu Co.Ltd(600919) Nantong Branch, Industrial Bank Co.Ltd(601166) Qidong sub branch and Industrial And Commercial Bank Of China Limited(601398) Qidong sub branch respectively, which defined the rights and obligations of all parties.
2. Issue convertible corporate bonds to unspecified objects in 2021
According to the requirements of the management system of raised funds, the company implements a special account for the storage of raised funds, and implements strict approval procedures for the use of raised funds, so as to ensure the special use of funds. On June 21, 2021, the company signed the tripartite supervision agreement on raised funds with the sponsor Huachuang securities and Industrial Bank Co.Ltd(601166) Nantong Branch, clarifying the rights and obligations of all parties.
In 2021, the company deposited, used and managed the raised funds in strict accordance with the tripartite supervision agreement on raised funds and relevant laws and regulations, and performed relevant obligations, and there were no violations of laws and regulations. (III) deposit of raised funds in special account
1. Non public offering of shares in 2019
As of December 31, 2021, the storage accounts of funds raised by non-public offering of shares have been cancelled.
2. Issue convertible corporate bonds to unspecified objects in 2021
As of December 31, 2021, the funds raised by issuing convertible corporate bonds to unspecified objects are as follows:
Monetary unit: RMB
Bank name bank account balance
Industrial Bank Co.Ltd(601166) Qidong sub branch 40887010 Skyworth Digital Co.Ltd(000810) 52108514837070
(IV) special account of raised funds cancelled during the reporting period
During the reporting period, the company cancelled two special accounts for funds raised by non-public offering in 2019, as follows:
Serial number account name bank name bank account number
1 Jiangsu Jiangsu Jiejie Microelectronics Co.Ltd(300623) subsidiary Bank Of Jiangsu Co.Ltd(600919) Nantong Branch 503701880 Jiangsu Nhwa Pharmaceutical Co.Ltd(002262) 22
limited company
2. Jiejie Semiconductor Co., Ltd. Industrial Bank Co.Ltd(601166) Qidong sub branch 4088701 Tianma Microelectronics Co.Ltd(000050) 983
On April 30, 2021, Jiangsu Jiejie Microelectronics Co.Ltd(300623) cancelled the special account for raised funds (503701880 Jiangsu Nhwa Pharmaceutical Co.Ltd(002262) 22) opened in Nantong Branch of Bank Of Jiangsu Co.Ltd(600919) Co., Ltd., and the balance of 5282881 yuan was transferred to other accounts of the company.
On December 23, 2021, jiejie Semiconductor Co., Ltd. cancelled the special account for raised funds (4088701001 Huasu Holdings Co.Ltd(000509) 83) opened in Industrial Bank Co.Ltd(601166) Qidong sub branch, and the balance of 5848387 yuan was transferred to other accounts of the company.
3、 Actual use of raised funds this year
(I) comparison table of use of raised funds
1. Non public offering of shares in 2019
The raised funds used in this year were 197962600 yuan, and the accumulated used raised funds were 745177900 yuan. For details, see the comparison table of the use of funds raised by non-public development banks in 2019 in the attached table “use of funds raised in 2021”.
2. Issue convertible corporate bonds to unspecified objects in 2021
The fund is 181001 million yuan, and the accumulated used raised fund is 872939 million yuan. See the comparison table of the use of funds raised by issuing convertible corporate bonds to unspecified objects in 2021 in the attached table “use of funds raised in 2021”.
(II) change the implementation subject and location of some raised funds investment projects
In 2021, the company did not change the implementation subject and location of the project invested by raised funds. (III) replacement of self raised funds invested in projects with raised funds in advance
On July 2, 2021, the company held the 10th meeting of the 4th board of directors, deliberated and approved the proposal on the company replacing the self raised funds and paid issuance expenses of the raised projects with the raised funds, and replaced the self owned funds of 1810001 million yuan and the paid issuance expenses of 1.1071 million yuan with the raised funds, totaling 192072 million yuan.
(IV) purpose and destination of unused raised funds
The company’s unused funds raised by issuing convertible corporate bonds to unspecified objects in 2021 will be invested in the power semiconductor vehicle specification level package test industrialization project according to the established purpose.
(V) cash management with idle raised funds
On March 19, 2021, the company held the 6th meeting of the 4th board of directors, deliberated and approved the proposal on using temporarily idle raised funds for cash management, and agreed that the company would use temporarily idle raised funds with an amount not exceeding RMB 120 million for cash management under the condition of ensuring that the construction of investment projects with raised funds would not be affected, so as to ensure high purchase safety and meet the requirements of capital preservation The issuer of the product can provide cash management products with breakeven commitment and good liquidity (no more than 1 year), as well as agreed deposits, time deposits, structured deposits, call deposits, etc. within the above limit, the funds can be used on a rolling basis. When the cash management of temporarily idle raised funds expires, it will be returned to the special account for raised funds in time.
On July 2, 2021, the company held the 10th meeting of the 4th board of directors, deliberated and approved the proposal on using temporarily idle raised funds for cash management, and agreed that the company would use temporarily idle raised funds with an amount of no more than RMB 950 million for cash management and deposit in the form of time deposit, structural deposit, notice deposit and other deposits without affecting the construction of investment projects with raised funds, The service life shall not exceed 12 months. Within the validity period of the above quota and resolution, it can be recycled and rolled. The cash management of idle raised funds shall be returned to the special fund for raised funds upon expiration
