Haitong Securities Company Limited(600837) about Dongxin Semiconductor Co., Ltd
Verification opinions on the deposit and use of raised funds in 2021
Haitong Securities Company Limited(600837) (hereinafter referred to as ” Haitong Securities Company Limited(600837) ” or “sponsor”) is a continuous supervision sponsor for the initial public offering of shares and listing on the science and Innovation Board of Dongxin Semiconductor Co., Ltd. (hereinafter referred to as “Dongxin” or “the company”), In accordance with the relevant provisions of 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 rules for the listing of shares on the science and Innovation Board of Shanghai Stock Exchange, the guidelines for the self-discipline supervision of listed companies on the Shanghai Stock Exchange No. 11 – continuous supervision, and the guidelines for the self-discipline supervision of listed companies on the science and Innovation Board of Shanghai Stock Exchange No. 1 – standardized operation, The deposit and use of the raised funds of Dongxin in 2021 were checked, and the specific conditions are as follows:
1、 Basic information of funds raised by initial public offering
(I) actual amount of raised funds and receipt of funds
The registration application for the initial public offering of shares and listing on the science and Innovation Board of Dongxin was approved for registration by the China Securities Regulatory Commission (hereinafter referred to as the “CSRC”) on November 9, 2021 (zjxk [2021] No. 3558 reply on Approving the registration of initial public offering of shares of Dongxin Semiconductor Co., Ltd.). The company issued 110562440 ordinary shares in RMB to the public, with an issue price of 30.18 yuan per share. The total amount of funds raised was 3336774400 yuan, and the net amount of funds raised after deducting the issuance expenses was 3063581600 yuan. Lixin Certified Public Accountants (special general partnership) verified the capital availability of the company’s initial public offering of new shares, and issued the capital verification report (xksbz [2021] No. zb11526) on December 7, 2021. The verification results are as follows: as of December 7, 2021, Dongxin has actually issued 110562440 ordinary shares in RMB, with an issuance price of 30.18 yuan per share, The total amount of raised funds is 3336774400 yuan, after deducting 2731929 yuan of issuance related expenses (excluding value-added tax), the actual net amount of raised funds is 3063581600 yuan, including 110562400 yuan of capital stock and 2953019100 yuan of capital reserve.
(II) use and balance of raised funds
Unit: RMB 10000
Item No. amount
Actual amount of raised funds in place a 30858164
Less: audit fees, attorney fees and other issuance expenses B 222348
Net fund raised: 306835b
Plus: net interest income deducting handling charges D 154.24
Less: supplementary working capital e 2941500
Balance of funds to be raised f = C + D-E 27709740
Actual balance raised fund balance g 27932088
Difference H = F-G -222348
Note: the difference refers to the issuance expenses such as audit fee, lawyer fee and issuance handling fee that have not been replaced.
2、 Deposit and management of raised funds
(I) management of raised funds
In order to standardize the management and use of raised funds and improve the efficiency and efficiency of fund use, the company has formulated the management measures for the use of raised funds of Dongxin Semiconductor Co., Ltd. (hereinafter referred to as the management measures) with reference to the provisions of relevant laws, regulations and normative documents such as the company law of the people’s Republic of China, the securities law of the people’s Republic of China and the actual situation of the company. According to the management measures, the company implements a special account for the raised funds, establishes a special account for the raised funds in the bank, and signs the tripartite supervision agreement on the storage of the raised funds (hereinafter referred to as the “supervision agreement”), which specifies the relevant responsibilities and obligations of the issuer, the sponsor and the commercial bank storing the raised funds. There is no significant difference between the tripartite regulatory agreement and the model tripartite regulatory agreement of Shanghai Stock Exchange, and the company has strictly complied with the raised funds. As of December 31, 2021, the balance of unused initial raised funds deposited in the special account is as follows:
Account balance of special account for raised funds in the opening bank (10000 yuan)
China Minsheng Banking Corp.Ltd(600016) suzhou sub branch 63383154323147144
Industrial And Commercial Bank Of China Limited(601398) Shanghai Hongqiao Development Zone 1001242729 Chengdu Tangyuan Electric Co.Ltd(300789) 2398086.27 sub branch
Hua Xia Bank Co.Limited(600015) Suzhou Branch sub branch 124620 Shenzhen Fountain Corporation(000005) 376239763.17
Total 27932088
(II) tripartite supervision agreement of raised funds
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 set up relevant special accounts for raised funds, and the company, together with the sponsor, has signed tripartite supervision agreements on raised funds with Industrial And Commercial Bank Of China Limited(601398) Shanghai Hongqiao Development Zone sub branch, Hua Xia Bank Co.Limited(600015) Suzhou Branch, China Minsheng Banking Corp.Ltd(600016) Suzhou Branch, etc.
3、 Actual use of raised funds in 2021
(I) use of funds for projects invested with raised funds (hereinafter referred to as “projects invested with raised funds”)
The actual use of the company’s raised funds in 2021 is detailed in Schedule 1 comparison table of the use of raised funds. (II) early investment and replacement of raised investment projects
The initial investment amount of the company’s raised investment project is 644282 million yuan, and the company has not replaced it this year.
(III) temporary replenishment of working capital with idle raised funds
During this year, the company did not temporarily supplement working capital with idle raised funds.
(IV) cash management of idle raised funds and investment in related products
During the year, the company did not conduct cash management on idle raised funds and invest in related products.
(V) permanent replenishment of working capital or repayment of bank loans with over raised funds
During the year, the company did not permanently supplement working capital or repay bank loans with over raised funds.
(VI) use of over raised funds for projects under construction and new projects (including acquisition of assets, etc.)
The company does not use the over raised funds for projects under construction and new projects (including the acquisition of assets, etc.).
(VII) use of surplus raised funds
The company does not use the surplus funds of raised investment projects for other raised investment projects or non raised investment projects.
(VIII) other information about the use of raised funds
1. On January 4, 2022, the 23rd Meeting of the first board of directors and the 8th meeting of the first board of supervisors considered 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 totaling RMB 693 million to permanently supplement working capital. As of the date of issuance of this verification opinion, the amount of over raised funds actually used by the company to permanently supplement working capital is 693 million yuan.
2. On January 4, 2022, the 23rd Meeting of the first board of directors and the 8th meeting of the first board of supervisors deliberated and approved the proposal on the use of some temporarily idle raised funds for cash management, and agreed that the company would use the temporarily idle raised funds up to RMB 3.064 billion for cash management on the premise of ensuring the implementation of the investment projects of the raised funds and the safety of the raised funds, It is used to purchase financial products with high investment security, good liquidity and principal guaranteed. The proposal shall be valid within 12 months from the date of deliberation and adoption by the board of directors. Within the above-mentioned limit and term, the company can recycle and roll. As of the date of issuance of this verification opinion, the company has actually used idle raised funds for cash management of RMB 2075477800. 4、 Change the use of funds for investment projects with raised funds
As of December 31, 2021, the company has not changed the investment projects of raised funds.
5、 External transfer or replacement of investment projects with raised funds
As of December 31, 2021, the company has no external transfer or replacement of investment projects with raised funds. 6、 Problems in the use and disclosure of raised funds
The information related to the raised funds disclosed by the company is timely, true, accurate and complete; The used raised funds are invested in the promised investment projects of raised funds, and there is no illegal use of raised funds.
7、 Verification of recommendation institutions
The sponsor representative checked the deposit and use of the raised funds of Dongxin and the implementation of the investment projects with the raised funds through data review, interview and communication. It mainly includes: consulting the company’s bank statement for the deposit of raised funds, vouchers for the use of raised funds, relevant reports of intermediaries, relevant announcements of the use of raised funds and other materials, and communicating with relevant personnel of the company.
8、 Verification opinions of the recommendation institution
After verification, the recommendation institution believes that, The deposit and use of the company’s raised funds in 2021 comply with the relevant provisions of 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 Shanghai Stock Exchange Kechuang board, the guidelines for the self discipline supervision of listed companies on Shanghai Stock Exchange Kechuang board No. 1 – standardized operation, and the company’s raised funds management system, The raised funds were stored and used in a special account. As of December 31, 2021, Dongxin shares had not changed the purpose of the raised funds in a disguised manner and harmed the interests of shareholders, had not used the raised funds in violation of regulations, and had not used the raised funds in violation of relevant national laws and regulations on anti money laundering. The sponsor has no objection to the deposit and use of the raised funds of Dongxin in 2021.
(no text below)
enclosure:
Comparison table of use of raised funds
Prepared by: Dongxin Semiconductor Co., Ltd. in 2021
Unit: RMB 10000
The total amount of raised funds is 30635816. The total amount of raised funds invested in this year is 2941500
The total amount of raised funds for change of purpose is 0.00
The accumulated total amount of raised funds invested is 2941500, and the proportion of the total amount of raised funds changed is 0.00
As of the end of the period, the raised funds of the changed items have been invested accumulatively as of the end of the period. As of the end of the period, whether the invested projects have reached the expected target of feasible committed investment projects in the current year, Including the amount of committed investment after adjustment of part of the committed investment. The difference between the amount of invested investment and the progress of committed investment in this year (%) and the total amount of expected change (if any) that can be realized by the state of use (3) (4) = (2) / (1) the date of significant change in benefits
