Securities code: 688110 securities abbreviation: Dongxin Announcement No.: 2022031 Dongxin Semiconductor Co., Ltd
Announcement on using raised funds to replace self raised funds invested in raised investment projects in advance and paid issuance expenses
The board of directors and all directors of the company guarantee that there are no false records, misleading statements or major omissions in the contents of this announcement, and bear legal responsibility for the authenticity, accuracy and integrity of its contents according to law.
In accordance with the 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 (revised in 2022) (CSRC announcement [2022] No. 15), the guidelines for the self discipline supervision of listed companies on the science and Innovation Board of Shanghai Stock exchange No. 1 - standardized operation, etc, Dongxin Semiconductor Co., Ltd. (hereinafter referred to as "the company" or "the company") uses the raised funds to replace the self raised funds invested in the raised investment projects in advance and the paid issuance expenses. The special description is as follows:
1、 Basic information of raised funds
Approved by the reply on Approving the registration of the initial public offering of Dongxin Semiconductor Co., Ltd. (zjxk [2021] No. 3558) issued by the China Securities Regulatory Commission and approved by the Shanghai Stock Exchange, the company publicly issued 11056244 ordinary shares in RMB, with a par value of 1.00 yuan per share, an issue price of 30.18 yuan per share and a total raised capital of 3336774400 yuan, The net amount of raised funds after deducting the issuance expenses was 3063581600 yuan. The above raised funds were in place on December 7, 2021, verified by Lixin Certified Public Accountants (special general partnership), and issued the capital verification report (xksbz [2021] No. zb11526).
2、 Investment projects with raised funds
The investment projects and use plans of the raised funds disclosed in the prospectus of the company's initial public offering of shares are as follows:
Proposed capital raising
Total investment
Project Name: fund collection approval / filing No
(10000 yuan)
(10000 yuan)
Research, development and production of 1xnm flash memory products
1 industrialization project 2311068202031011865-0 Hunan Creator Information Technologies Co.Ltd(300730) 7
Development and production of vehicle specification flash memory products
2 industrialization project 1663384202031011865-0 Shenzhen Cotran New Material Co.Ltd(300731) 3
3 R & D center construction project 584048202031011865-0 Hunan Creator Information Technologies Co.Ltd(300730) 8
4. Supplementary working capital items 29415 Xinjiang Communications Construction Group Co.Ltd(002941) 500
Total 75 Shenzhen Quanxinhao Co.Ltd(000007) 500000
All the funds raised this time will be used for the above projects, and the project investment will be invested in stages according to their respective construction and investment progress during the construction period. If the actual funds raised this time can not meet the capital needs of the proposed investment project, the company will solve it by bank loan or other means. Before the raised funds are in place, the company will invest first according to the actual situation of the project progress, and replace them according to the regulations after the raised funds are in place.
3、 Advance investment of self raised funds into projects invested by raised funds and payment of issuance expenses
1. Advance investment of self raised funds into projects invested with raised funds
Before the arrival of the raised funds, the company has used self raised funds to invest in the raised projects in advance according to the project progress. As of December 31, 2021, the company has invested 644282 million yuan in raised projects with self raised funds. The details are as follows:
The amount of self owned funds to be invested and raised in advance of the project name of the serial number of this replacement fund (10000 yuan)
(10000 yuan) (10000 yuan)
1 1xnm flash memory product R & D and industrialization 2311068295297295297 project
2. R & D and industrialization project of vehicle specification flash memory products 1663384278709278709
3 R & D center construction project 584048 702.76 702.76
4. Supplementary working capital project 2941500
Total 75 Shenzhen Zhenye(Group)Co.Ltd(000006) 44282644282
The total amount of various issuance expenses of the company's raised funds (excluding value-added tax) is 27319287381 yuan, of which 25095808294 yuan (excluding value-added tax) has been deducted from the raised funds, and other issuance expenses are 2223479087 yuan (excluding value-added tax). As of December 31, 2021, the amount of issuance expenses borne by the company with self raised funds is 2223479087 yuan (excluding value-added tax).
4、 Relevant review procedures
On April 21, 2022, the company held the 26th meeting of the first board of directors and the 11th meeting of the first board of supervisors, deliberated and adopted the proposal on using raised funds to replace self raised funds invested in pre raised projects and paid issuance expenses, It is agreed that the company will use the raised funds to replace the self raised funds of RMB 644282 million invested in the raised investment projects in advance and the self raised funds of RMB 222348 million paid for the issuance expenses. The independent directors of the company expressed clear consent to the above matters. This matter does not need to be deliberated by the general meeting of shareholders.
The replacement of self raised funds invested in advance and paid issuance expenses with raised funds will not affect the normal progress of raised investment projects. The replacement time is less than 6 months from the arrival time of raised funds, which meets the requirements of relevant laws and regulations.
5、 Description of special opinions
(I) independent opinion
The independent directors 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 is in line with the interests of all shareholders, and the relevant contents and procedures comply with laws and regulations such as guidelines for the supervision of listed companies No. 2 - regulatory requirements for the management and use of raised funds of listed companies (revised in 2022), guidelines for the self-discipline supervision of listed companies on the science and Innovation Board of Shanghai Stock Exchange No. 1 - standardized operation Regulations, normative documents and the company's measures for the administration of the use of raised funds. The company's use of the raised funds to replace the self raised funds that have been invested in the raised investment projects and paid the issuance expenses in advance does not conflict with the implementation plan of the raised investment projects, does not affect the normal progress of the raised investment projects, and does not change or change the investment direction of the raised funds in a disguised manner and damage the interests of shareholders. It is agreed that the company will use the raised funds to replace the self raised funds invested in the raised investment projects in advance and the paid issuance expenses.
(II) opinions of the board of supervisors
The board of supervisors held 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 is in line with the interests of all shareholders, and the relevant contents and procedures comply with 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 of listed companies (revised in 2022), the guidelines for the self-discipline supervision of listed companies on the science and Innovation Board of Shanghai Stock Exchange No. 1 - standardized operation Regulations, normative documents and the company's measures for the administration of the use of raised funds. The company's use of the raised funds to replace the self raised funds that have been invested in the raised investment projects and paid the issuance expenses in advance does not conflict with the implementation plan of the raised investment projects, does not affect the normal progress of the raised investment projects, and does not change or change the investment direction of the raised funds in a disguised manner and damage the interests of shareholders. It is agreed that the company will use the raised funds to replace the self raised funds invested in the raised investment projects in advance and the paid issuance expenses.
(III) verification opinions of the recommendation institution
After verification, the sponsor believes that 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 the certified public accountants office of Lixin has issued an assurance report and fulfilled the necessary approval procedures. 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, 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 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 the science and Innovation Board of Shanghai Stock Exchange, the guidelines for the self-discipline supervision of listed companies of Shanghai Stock Exchange No. 11 - continuous supervision, the guidelines for the self-discipline supervision of listed companies of the science and Innovation Board of Shanghai Stock Exchange No. 1 - standardized operation, and the company's fund-raising management system. The recommendation institution has no objection to the use of the raised funds to replace the self raised funds invested in the raised investment projects in advance and the paid issuance expenses.
(IV) assurance opinion of accounting firm
Lixin Certified Public Accountants (special general partnership) believes that the special instructions for Dongxin Semiconductor Co., Ltd. to use raised funds to replace self raised funds invested in raised investment projects in advance and paid issuance expenses prepared by the company comply with the guidelines for the supervision of listed companies No. 2 - regulatory requirements for the management and use of raised funds of listed companies (revised in 2022) (CSRC announcement [2022] No. 15) The relevant provisions of the guidelines on self discipline supervision of companies listed on the science and Innovation Board of Shanghai Stock Exchange No. 1 - standardized operation truthfully reflect the actual situation of the company's pre investment of raised investment projects with self raised funds and paid issuance expenses as of December 31, 2021.
It is hereby announced.
Board of directors of Dongxin Semiconductor Co., Ltd. April 23, 2022
