Haitong Securities Company Limited(600837) opinions on the verification of Dongxin Semiconductor Co., Ltd. using the raised funds to replace the self raised funds invested in the raised projects in advance Haitong Securities Company Limited(600837) (hereinafter referred to as " Haitong Securities Company Limited(600837) " or "sponsor") as the continuous supervision sponsor of Dongxin Semiconductor Co., Ltd. (hereinafter referred to as "Dongxin" or "company") for the initial public offering of shares and listing on the science and innovation board, 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 company has verified the use of raised funds to replace the self raised funds of projects invested with raised funds in advance. The details are as follows:
1、 Basic information of raised funds
The registration application for 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 the "CSRC") on November 9, 2021 (zjxk [2021] No. 3558 reply on Approving the registration of Dongxin Semiconductor Co., Ltd.'s initial public offering). 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.
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 established relevant special accounts for raised funds. After the raised funds are received, they have been deposited in the raised funds supervision agreement approved by the board of directors of the company.
2、 Use of raised funds
According to the prospectus of Dongxin Semiconductor 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:
Project name total investment amount raised capital investment amount
No. (10000 yuan) (10000 yuan)
1 1xnm flash memory product R & D and industrialization project 23110682311068
2. R & D and industrialization project of vehicle specification flash memory products 16633841663384
3 R & D center construction project 584048584048
4. Supplementary working capital items 29415 Xinjiang Communications Construction Group Co.Ltd(002941) 500
Total 75 Shenzhen Quanxinhao Co.Ltd(000007) 500000
Before the raised funds are in place, the company will first invest with self raised funds according to the actual progress needs of the above raised investment projects, and replace them after the raised funds are in place.
3、 Advance investment of self raised funds into projects invested with raised funds
As of December 31, 2021, the actual investment amount of the company's self raised funds invested in the raised funds investment projects in advance is RMB 644282 million. The proposed replacement amount of raised funds is RMB 644282 million. The details are as follows:
Unit: 10000 yuan
Sequence project name raised capital investment pre used financing amount from the proposed replacement number
1 1xnm flash memory product R & D and industrialization project 2311068295297295297
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
For the above self raised funds invested in the raised investment projects in advance, Lixin Certified Public Accountants (special general partnership) issued the special assurance report on the replacement of raised funds of Dongxin Semiconductor Co., Ltd. (Xin Hui Shi Bao Zi [2022] No. zb10552).
4、 Paid issuance expenses of self raised funds
As of December 31, 2021, the company has paid a total issuance fee of 222348 million yuan (excluding tax) with self raised funds. The proposed replacement amount of raised funds is 222348 million yuan. The details are as follows: unit: 10000 yuan
Project Name: self raised funds for issuance expenses, paid amount to be replaced
Audit and capital verification expenses 873.17 873.17 873.17
Attorney fees 604.87 604.87 604.87
Information disclosure fee 568.69 568.69 568.69
Issuance fee and others 176.75 176.75 176.75
Total 222348222348222348
In the above situation that the issuance expenses have been paid with self raised funds, Lixin Certified Public Accountants (special general partnership) issued the special assurance report on the replacement of raised funds of Dongxin Semiconductor Co., Ltd. (Xin Hui Shi Bao Zi [2022] No. zb10552).
5、 Review procedures and special opinions
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, which respectively deliberated and adopted the proposal on replacing self raised funds invested in raised projects in advance and paid issuance expenses with raised funds, and the independent directors of the company also expressed clear consent.
(I) opinions of independent directors
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) accountant's opinion
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.
6、 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.
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