Anxin Securities Co., Ltd
About Union Optech Co.Ltd(300691)
Verification opinions on using raised funds to replace self raised funds invested in raised investment projects in advance and paid issuance expenses
Anxin Securities Co., Ltd. (hereinafter referred to as "Anxin securities" or "sponsor") as a sponsor of Union Optech Co.Ltd(300691) (hereinafter referred to as " Union Optech Co.Ltd(300691) " or "company") issuing shares to specific objects, in accordance with the measures for the administration of securities issuance and listing sponsor business and the gem stock listing rules of Shenzhen Stock Exchange (revised in December 2020) Relevant provisions, such as self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 2 - standardized operation of companies listed on GEM, regulatory guidelines for listed companies No. 2 - regulatory requirements for the management and use of raised funds by listed companies (revised in 2022), etc, The Union Optech Co.Ltd(300691) has carefully and prudently verified the use of raised funds to replace self raised funds invested in raised investment projects in advance and paid issuance expenses. The verification results and verification opinions are as follows:
1、 Overview of investment and replacement of raised funds
With the approval of the reply on Approving the registration of Union Optech Co.Ltd(300691) issuing shares to specific objects (zjxk [2021] No. 26) issued by the China Securities Regulatory Commission, the company is approved to issue 39223781 A shares to specific objects at an issue price of 12.11 yuan / share, and the total amount of actually raised funds is 474999987.91 yuan, After deducting the issuance expenses of RMB 7845142.24 (excluding value-added tax), the net amount of the actually raised funds is RMB 467154845.67. After the capital verification of subscription funds was completed on December 14, 2021, the sponsor Anxin Securities Co., Ltd. (hereinafter referred to as "Anxin securities") transferred the subscription money to the account designated by the issuer after deducting relevant expenses. ShineWing Certified Public Accountants (special general partnership) (hereinafter referred to as "ShineWing") verified the availability of the raised funds and issued a capital verification report (xyzh / 2021szaa20355) on December 15, 2021. After the funds raised were received, the company and its wholly-owned subsidiary Zhongshan Union Optech Co.Ltd(300691) Display Technology Co., Ltd. stored the funds raised in a special account, and signed the tripartite supervision agreement on the storage of funds raised in a special account with the sponsor and the commercial bank storing the funds raised.
In order to speed up the construction progress of investment projects with raised funds, the company has invested in some investment projects with self raised funds before the funds raised by the company by issuing shares to specific objects on the gem in 2020
Pay part of the issuance fee. Before January 4, 2022, the company invested the raised funds in advance with the self raised funds, and the investment project amount was RMB 35.2624 million. At present, all the funds raised by the company have been in place. The company plans to use the raised funds of 35.2624 million yuan to replace the self raised funds invested in the investment projects with raised funds in the early stage.
Unit: 10000 yuan
Project name estimated total investment raised capital commitment investment amount of self owned funds to be replaced as of the disclosure date amount invested
New display and intelligent wearable 49586.00 39215.48 3526.24 3526.24 product intelligent manufacturing project
Total 49586.00 39215.48 3526.24 3526.24
Meanwhile, the company's issuance fee excluding tax paid with self raised funds is RMB 1628800, and the company plans to use the raised funds of RMB 1628800 to replace the issuance fee excluding tax paid with self raised funds in the early stage.
In conclusion, the company plans to use the raised funds of 36.8912 million yuan to replace the self raised funds invested in the investment projects with raised funds in the early stage and the issuance expenses paid with the self raised funds.
2、 Implementation of replacement of early investment with raised funds
1、 The company has made the following arrangements for the early investment in the replacement of raised funds in the prospectus for the issuance of shares to specific objects on the gem in 2020 (Registration draft): "Before the funds raised by the issuance of shares to specific objects are in place, the company can invest in advance with self raised funds according to the actual needs of the project progress, and replace them in accordance with the procedures specified in relevant laws and regulations after the raised funds are in place." The exchange of raised funds is consistent with the contents in the issuance application documents and does not conflict with the implementation plan of the investment project with raised funds.
2. For the replacement of raised funds, arrangements have been made for the early investment of the replacement of raised funds in the issuance application documents, and there is no case that the amount to be replaced is greater than the amount disclosed in the issuance application documents.
3. The self raised funds invested in the raised investment projects in advance do not involve bank loans.
3、 Review procedures and special opinions
(I) deliberations of the board of directors
On January 17, 2022, the 5th extraordinary meeting of the third board of directors of the company deliberated and adopted the proposal on using raised funds to replace self raised funds invested in raised investment projects in advance and paid issuance expenses.
(II) deliberations of the board of supervisors
On January 17, 2022, the 4th extraordinary meeting of the third board of supervisors of the company deliberated and adopted the proposal on using raised funds to replace self raised funds invested in raised investment projects in advance and paid issuance expenses.
(III) opinions of independent directors
After carefully reviewing the proposal on using raised funds to replace self raised funds invested in raised investment projects in advance and paid issuance expenses deliberated and adopted at the 5th interim meeting of the third board of directors, the independent directors of the company unanimously believe that the replacement of the company is consistent with the contents in the application documents for public offering and does not conflict with the implementation plan of raised funds investment projects, It does not affect the normal progress of the investment project with raised funds, and does not change the purpose of raised funds in a disguised manner and damage the interests of shareholders. The company will replace the raised funds with the self raised funds that have been invested in the raised funds projects in advance and paid the issuance expenses. The replacement matters have been specially reviewed by ShineWing Certified Public Accountants (special general partnership), and the contents and procedures comply with the guidelines for self discipline supervision of listed companies on Shenzhen Stock Exchange No. 2 - standardized operation of companies listed on GEM and other relevant regulations, It meets the needs of the company's development interests and does not damage the interests of minority shareholders.
Therefore, all independent directors of the company unanimously agree that the company will use 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.
(IV) audit opinions of accounting firm
ShineWing accounting firm (special general partnership) conducted a special audit and issued the assurance report on Union Optech Co.Ltd(300691) replacing self raised funds invested in raised projects in advance and paying issuance expenses with raised funds (xyzh / 2022szaa20004), It is considered that the Union Optech Co.Ltd(300691) special instructions on using raised funds to replace self raised funds invested in raised investment projects in advance and paid issuance expenses prepared by the company are consistent with the actual situation.
4、 Verification opinions of the recommendation institution
Upon verification, Anxin Securities Co., Ltd. believes that:
1. Union Optech Co.Ltd(300691) the issue of using 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, the independent directors have expressed their independent opinions with explicit consent, ShineWing Certified Public Accountants (special general partnership) has issued a special assurance report, and the company has performed the necessary approval procedures for this matter, Comply with relevant regulations.
2. Union Optech Co.Ltd(300691) the replacement time of the raised funds is less than six months from the arrival time of the raised funds, which meets the requirements of relevant laws and regulations such as the regulatory guidelines for listed companies No. 2 - regulatory requirements for the management and use of raised funds by listed companies (revised in 2022) of China Securities Regulatory Commission.
3. Union Optech Co.Ltd(300691) the purpose of investing in the raised project with self raised funds before the raised funds are in place is to ensure the normal progress of the raised project and meet the needs of the company's operation and development. After the raised funds are in place, the self raised funds shall be replaced by the raised funds in advance. The self raised funds shall comply with the provisions of laws and regulations and the relevant arrangements of the issuance application documents, which will not affect the normal implementation of the raised funds investment projects, nor change the investment direction of the raised funds in a disguised manner and damage the interests of shareholders.
In conclusion, the recommendation institution has no objection to 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 the paid issuance expenses.
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(there is no text on this page, which is the verification opinions of Anxin Securities Co., Ltd. on Union Optech Co.Ltd(300691) using raised funds to replace self raised funds invested in raised investment projects in advance and paid issuance expenses)
Sponsor representative:
Yang Zhaoxi pan Zuzu
Anxin Securities Co., Ltd
