Sinolink Securities Co.Ltd(600109)
About Suzhou Hengmingda Electronic Technology Co.Ltd(002947)
Verification opinions on the extension of some investment projects with raised funds
Sinolink Securities Co.Ltd(600109) (hereinafter referred to as " Sinolink Securities Co.Ltd(600109) ") as a recommendation institution for the initial public offering and listing of Suzhou Hengmingda Electronic Technology Co.Ltd(002947) (hereinafter referred to as " Suzhou Hengmingda Electronic Technology Co.Ltd(002947) " and "the company"), in accordance with the administrative measures for securities issuance and listing recommendation business and the stock listing rules of Shenzhen Stock Exchange The self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 1 - standardized operation of listed companies on the main board and other relevant provisions have verified the postponement of Suzhou Hengmingda Electronic Technology Co.Ltd(002947) some raised funds investment projects, and the verification opinions are as follows:
1、 Basic information of raised funds
With the approval of zjxk [2018] No. 2061 document of China Securities Regulatory Commission and the consent of Shenzhen Stock Exchange, the company publicly issued 30378003 RMB common shares (A shares) to the public by the lead underwriter Sinolink Securities Co.Ltd(600109) , with an issue price of RMB 18.72 per share, raising a total of RMB 568676200, The raised funds after deducting the underwriting and recommendation fees of 34.2056 million yuan were 534.4706 million yuan, which had been remitted to the company's raised funds supervision account by the lead underwriter Sinolink Securities Co.Ltd(600109) on January 29, 2019. In addition, after deducting the online issuance fee, prospectus printing fee, reporting accountant fee, lawyer fee, evaluation fee and other new external expenses directly related to the issuance of equity securities of 8.19995 million yuan (excluding tax), the net amount of funds raised by the company this time is 526.2711 million yuan. The availability of the above raised funds has been verified by Daxin Certified Public Accountants (special general partnership), who issued the capital verification report (daxinyz [2019] No. 3-00002).
2、 Management of raised funds of some raised investment projects
In order to standardize the management and use of raised funds, improve the efficiency and efficiency of fund use, 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 stock listing rules of Shenzhen stock exchange, the guidelines for the standardized operation of listed companies of Shenzhen Stock Exchange and other relevant laws In accordance with the provisions of laws and regulations and normative documents, and in combination with the actual situation of the company, the measures for the management of Suzhou Hengmingda Electronic Technology Co.Ltd(002947) raised funds (hereinafter referred to as the management measures) are formulated. According to the management measures, the company implements a special account for the raised funds, and establishes a special account for the raised funds in the bank, together with the national gold certificate of the recommendation institution
On February 18, 2019, Securities Co., Ltd. signed the tripartite supervision agreement on raised funds with China Citic Bank Corporation Limited(601998) Suzhou Branch, Bank Of Communications Co.Ltd(601328) Kunshan branch and Hua Xia Bank Co.Limited(600015) Kunshan sub branch respectively. In 2020, it signed a new tripartite supervision agreement on raised funds with Hua Xia Bank Co.Limited(600015) Kunshan sub branch, and the original tripartite supervision agreement on raised funds was invalid; On September 30, 2019, the four party supervision agreement for raised funds was signed with the subsidiaries Huizhou Suzhou Hengmingda Electronic Technology Co.Ltd(002947) Electronic Technology Co., Ltd. (hereinafter referred to as "Huizhou Suzhou Hengmingda Electronic Technology Co.Ltd(002947) ") and Huizhou Huiyang sub branch Bank Of China Limited(601988) . On September 5, 2019, the four party supervision agreement for raised funds was signed with the subsidiaries Huizhou Suzhou Hengmingda Electronic Technology Co.Ltd(002947) , China Merchants Bank Co.Ltd(600036) Huizhou Huiyang branch, It defines the rights and obligations of all parties. There is no significant difference between the regulatory agreement and the model regulatory agreement of Shenzhen Stock Exchange, and the company has strictly complied with the raised funds.
3、 Progress and fund use of some raised investment projects
(I) investment projects with raised funds
According to the investment project plan of raised funds disclosed in the company's prospectus for initial public offering of shares, the funds raised by the company's initial public offering of shares are used for the following projects:
Unit: 10000 yuan
Total investment amount of the project invested by raised funds committed investment amount of raised funds
Upgrading and industrialization project of electronic materials and devices 54086.00 52627.11
(II) advance investment and replacement of investment projects with raised funds
On February 21, 2019, the company held the 14th meeting of the first board of directors and the 6th meeting of the first board of supervisors, deliberated and adopted the proposal on replacing the early investment with the raised funds, and used the raised funds to replace the self raised funds of 3375724.73 yuan invested in the "electronic materials and devices upgrading and industrialization project - technical transformation of existing production workshops" in advance, For details, see the announcement on replacing early investment with raised funds (2019-008) disclosed by the company on cninfo.com. Daxin Certified Public Accountants (special general partnership) conducted a special audit on the matters of the company's self raised funds invested in the raised funds projects in advance, and issued the audit report on Suzhou Hengmingda Electronic Technology Co.Ltd(002947) using the raised funds to replace the self raised funds invested in the raised funds projects in advance (Daxin zhuanshen Zi [2019] No. 3-00027). The above funds will be replaced on March 18, 2019.
(III) changes of investment projects with raised funds
The company held the 2018 annual general meeting of shareholders on April 17, 2019, which deliberated and adopted the proposal on changing the implementation location of some raised investment projects and using the raised funds to purchase land use rights, The implementation location of the raised capital investment project "upgrading and industrialization project of electronic materials and devices - upgrading and expansion of electronic materials and devices" has been changed from "1568 shipaitaji Road, Bacheng Town, Kunshan City" to "1568 shipaitaji Road, Bacheng Town, Kunshan City and maoxu road section, Bacheng Town, Kunshan City", And use the raised funds to purchase the industrial land of maoxu road section of Bacheng Town, Kunshan City through bidding, auction and listing for the construction of raised investment projects.
The company held the 18th meeting of the first board of directors and the 10th meeting of the first board of supervisors on August 19, 2019, deliberated and adopted the proposal on increasing the implementation subject, implementation location and capital increase of subsidiaries of some raised investment projects, The implementation subject of the raised investment project "upgrading and industrialization project of electronic materials and devices - upgrading and expansion of electronic materials and devices" is changed from " Suzhou Hengmingda Electronic Technology Co.Ltd(002947) " to " Suzhou Hengmingda Electronic Technology Co.Ltd(002947) and Huizhou Suzhou Hengmingda Electronic Technology Co.Ltd(002947) Electronic Technology Co., Ltd." and the implementation location is added to the Yanhe Road section (plant) of Huizhou Huiyang economic development zone.
(IV) adjustment of the implementation progress of the project invested with raised funds
The company held the first meeting of the second board of directors on February 17, 2020, deliberated and passed the proposal on adjusting the implementation progress of some raised capital investment projects, and agreed to change the expected usable state date of raised capital investment projects from January 31, 2021 to January 31, 2022.
The reason for the delay of the project invested with raised funds is that with the expansion of the company's business scale, the company's construction and development land continues to expand. Based on the overall consideration of business layout, the company has optimized and adjusted the implementation location of the project invested with raised funds. After adjustment and optimization, the acquisition time of the implementation land of the project invested with raised funds located in the section of maoxu Road, Baicheng town is later than expected, As a result, the investment progress of the company's raised investment projects is relatively slow compared with the original planning.
4、 Details of the extension of some investment projects with raised funds
(I) used funds of raised investment projects
As of December 31, 2021, the use of the raised funds of the deferred raised funds investment project is as follows:
Unit: 10000 yuan
Project name total investment amount raised fund commitment investment progress as of December 31, 2021
Total investment amount
Electronic materials and
Device upgrade and 54086.00 52627.11 20327.11 37.58%
Industrialization project
(II) extension of raised investment projects
According to the fund use progress and actual situation of the project invested by raised funds, in order to better safeguard the interests of the company and all shareholders, the company, based on the principle of prudence, plans to adjust the implementation period of the following raised investment projects under the condition that the project implementation subject and the purpose of the raised investment project do not change, and the total project investment and construction scale remain unchanged, as follows:
Project name estimated availability date before the extension adjustment of this project estimated availability date after the extension adjustment of this project
Upgrading and industrialization project of electronic materials and devices January 31, 2022 July 31, 2022
(III) reasons for delay of raised investment projects
1. The acquisition time of the land use right of the project exceeded the expectation: Based on the overall consideration of business layout and capacity demand, the company optimized and adjusted the implementation location of the raised investment project. The acquisition time of the implementation land of the raised investment project located in the section of maoxu road in Bacheng town was later than expected, making the investment progress of the raised investment project relatively slow compared with the original planning. 2. Affected by the global covid-19 epidemic prevention and control and other force majeure factors, the construction progress of the raised investment project has been delayed, and the implementation progress has failed to meet the expectations.
3. Out of careful consideration for the investment of raised funds, in order to ensure the construction effect of the raised investment project, reasonably and effectively allocate resources and better safeguard the rights and interests of all shareholders, the company plans to extend the scheduled availability date of "electronic material and device upgrading and industrialization project" from January 31, 2022 to July 31, 2022.
5、 Impact of the delay of some investment projects with raised funds on the company
The postponement of the investment project raised by IPO is a prudent decision made according to the actual situation of the implementation of the investment project, which is in line with the long-term interests of the company. The extension of the implementation period of some raised investment projects does not change the content of project construction, total investment and implementation subject, will not have a significant adverse impact on the normal operation of the company, and there is no situation of changing the purpose of raised funds and damaging the interests of shareholders in a disguised manner. This adjustment will help the company make better use of the raised funds, ensure the smooth and high-quality implementation of the project, contribute to the overall business planning and long-term healthy development of the company, and meet the interests of the company and all shareholders.
6、 Approval procedures to be performed
The company's adjustment to the implementation progress of the investment project with raised funds has been deliberated and approved at the 23rd Meeting of the second board of directors and the 17th meeting of the second board of supervisors. The independent directors have expressed their independent opinions on the matter. This matter does not need to be submitted to the general meeting of shareholders for deliberation.
7、 Verification opinions of the recommendation institution
After verification, the recommendation institution believes that Suzhou Hengmingda Electronic Technology Co.Ltd(002947) part of the extension of investment projects with raised funds has been deliberated and approved by the board of directors and the board of supervisors of the company, and the independent directors have expressed their independent opinions on the matter and fulfilled the necessary approval procedures. The recommendation institution has no objection to the company's adjustment of the implementation progress of the investment project with raised funds. (there is no text on this page, which is the signature page of Sinolink Securities Co.Ltd(600109) verification opinions on the extension of Suzhou Hengmingda Electronic Technology Co.Ltd(002947) some raised funds investment projects) signature of the sponsor representative:
Wang Peihua, Fu Yanxin
Sinolink Securities Co.Ltd(600109) mm / DD / yy
