About Dongguan Securities Co., Ltd
Shengyi Electronics Co.Ltd(688183) verification opinions on using raised funds and self owned funds to increase capital to wholly-owned subsidiaries to implement raised investment projects
Dongguan Securities Co., Ltd. (hereinafter referred to as "Dongguan securities" or "sponsor") is the sponsor of initial public offering and listing of Shengyi Electronics Co.Ltd(688183) (hereinafter referred to as "company"), According to 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 funds raised by listed companies, the rules for the listing of shares on the science and Innovation Board of Shanghai Stock Exchange, the measures for the administration of funds raised by listed companies on the Shanghai Stock Exchange (revised in 2013), and the measures for the continuous supervision of listed companies on the science and Innovation Board (Trial) According to the relevant provisions of laws and regulations, the Shengyi Electronics Co.Ltd(688183) proposed to use the raised funds and self owned funds to increase the capital to the wholly-owned subsidiary to implement the raised investment project has been carefully verified, and this verification opinion has been issued. The verification is as follows: I. Basic information of raised funds
With the approval of China Securities Regulatory Commission on Approving the registration of Shengyi Electronics Co.Ltd(688183) initial public offering of shares (zjxk [2021] No. 7), the company issued 166364000 ordinary shares for the first time, the issue price per share was RMB 12.42, the total amount of raised funds was RMB 2066240880, and the total issue cost was RMB 91.301959 million (excluding tax), After deducting the issuance expenses, the net amount of funds actually raised was RMB 1974938921. The raised funds have been verified by Huaxing Certified Public Accountants (special general partnership), and the capital verification report (Huaxing Yan Zi [2021] No. 21000250047) was issued on February 19, 2021.
The company manages the raised funds in a special account and has signed the tripartite supervision agreement on the storage of raised funds in a special account with the deposit bank and the sponsor. 2、 Investment projects with raised funds
According to the prospectus of Shengyi Electronics Co.Ltd(688183) initial public offering and listing on the science and innovation board and the announcement on adjusting the investment structure and total investment of some construction projects invested with raised funds disclosed by the company on the website of Shanghai Stock Exchange on March 15, 2021, the investment of the company's investment projects with raised funds is as follows:
No. project name total project investment amount of raised funds to be invested (10000 yuan) (10000 yuan)
1 Dongcheng factory (phase IV) 5g application field high speed and high density 199778.95 103335.19 printed circuit board expansion and upgrading project
2. Ji'an factory (phase II) multilayer printed circuit board construction 127927.12 63786.54 project
3 R & D center construction project 28386.71 10423.29
4. Supplementary working capital project 40000.00 19948.87
Total 396092.78 197493.89
3、 The company's use of raised funds and self owned funds to increase capital to wholly-owned subsidiaries
Whereas the implementation subject of "Ji'an factory (phase II) multilayer printed circuit board construction project" is Ji'an Shengyi Electronics Co.Ltd(688183) Co., Ltd., a wholly-owned subsidiary of the company (hereinafter referred to as "Ji'an Shengyi"). The company held the 21st Meeting of the second board of directors and the 15th meeting of the second board of supervisors on January 21, 2022, deliberated and adopted the proposal on using raised funds and self owned funds to increase capital to a wholly-owned subsidiary to implement raised investment projects, and agreed that the company would increase capital of RMB 700 million to Ji'an Shengyi, a wholly-owned subsidiary, Among them, 637.8654 million yuan raised by "Ji'an factory (phase II) multi-layer printed circuit board construction project" and its interest subscribed capital (the specific amount shall be subject to the actual transfer date) shall be used preferentially. The insufficient part shall be funded by the company's own funds. All the capital increase will be used to implement the company's fund-raising project "Ji'an factory (phase II) multi-layer printed circuit board construction project". After the capital increase, the registered capital of Ji'an Shengyi increased from 800 million yuan to 1.5 billion yuan. The company still holds 100% equity of Ji'an Shengyi, and Ji'an Shengyi is still a wholly-owned subsidiary of the company. 4、 Basic information of the capital increase object
(I) basic information
Company name: Ji'an Shengyi Electronics Co.Ltd(688183) Co., Ltd
Unified social credit code 91360805ma38830nxg
Company domicile: No. 19, Jingjiu Avenue, Jinggangshan economic and Technological Development Zone, Ji'an City, Jiangxi Province
Legal representative: Zhang Gongjing
Enterprise type: limited liability company (sole proprietorship of legal person invested or controlled by non natural person)
Registered capital: 800 million yuan only
Date of establishment: November 12, 2018
Business term: November 12, 2018 to long term
Production, processing, sales, R & D and business scope assembly of high-density printed circuit board, flexible circuit board, rigid flex bonding board, HDI high-density laminate, packaging carrier board, special printed circuit board, module packaging products, electronic assembly products, circuit board assembly products, new electronic components and components; Engage in the wholesale, retail, import and export, technical services, technical consultation, technology transfer and other relevant supporting services of the above products, the above product parts and components and the raw materials of the above products; Computer software development, sales and information technology consulting services; Road general cargo transportation*** (for projects subject to approval according to law, business activities can be carried out only after approval by relevant departments)
Equity structure Shengyi Electronics Co.Ltd(688183) holds 100% equity
(II) financial situation
Unit: 10000 yuan
Project September 30, 2021 / January September 2021 to December 31, 2020 / year 2020
(Unaudited) (audited)
Total assets 119868.57 101493.78
Net assets 72022.83 66918.70
Net profit -2839.69 -4523.48
5、 Impact of this capital increase on the company
The use of raised funds and self owned funds to increase the capital of wholly-owned subsidiaries is based on the needs of the construction of raised investment projects and the development of the company. It is in line with the use plan of raised funds and the company's development strategy and long-term plan. There is no case of changing the purpose of raised funds in a disguised manner and damaging the interests of the company and shareholders.
6、 Management of raised funds after this capital increase
In order to ensure the safe use of the raised funds, Ji'an Shengyi will open a special account for the deposit of the raised funds, and sign a quartet supervision agreement on the deposit of the raised funds with the company, commercial banks and sponsors, In strict accordance with 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 funds raised by listed companies, the rules for the listing of shares on the science and Innovation Board of Shanghai Stock Exchange, the measures for the Administration of funds raised by listed companies on the Shanghai Stock Exchange (revised in 2013) and the measures for the continuous supervision of listed companies on the science and Innovation Board (Trial) And the company's measures for the administration of the use of raised funds and other relevant provisions. The company will timely perform the obligation of information disclosure in strict accordance with the provisions and requirements of relevant laws according to the progress of relevant matters. 7、 Relevant decision-making procedures and opinions
The 21st Meeting of the second board of directors of the company deliberated and passed the proposal on using raised funds and self owned funds to increase capital to a wholly-owned subsidiary to implement raised investment projects, and agreed that the company would use the raised funds and self owned funds to increase capital to Ji'an Shengyi, a wholly-owned subsidiary, for the implementation of the company's raised investment project "Ji'an factory (phase II) multilayer printed circuit board construction project".
(II) deliberations of the board of supervisors
The 15th meeting of the second board of supervisors of the company deliberated and adopted the proposal on using raised funds and self owned funds to increase capital to wholly-owned subsidiaries to implement raised investment projects, The board of supervisors believes that the company's use of the raised funds and its own funds to increase capital to Ji'an Shengyi, a wholly-owned subsidiary, for the implementation of the "Ji'an factory (phase II) multilayer printed circuit board construction project" is based on the needs of the construction of the raised investment project, meets the use plan of the raised funds, does not change the purpose of the raised funds in a disguised manner, and does not damage the interests of the company and shareholders. Therefore, the board of supervisors agreed that the company would use the raised funds and its own funds to increase capital to the wholly-owned subsidiary to implement the raised investment project.
(III) opinions of independent directors
The company uses the raised funds and its own funds to increase the capital to Ji'an Shengyi Electronics Co.Ltd(688183) Co., Ltd., a wholly-owned subsidiary, for the implementation of the "Ji'an factory (phase II) multilayer printed circuit board construction project", which is based on the needs of the construction of the raised investment project, helps to promote the smooth construction of the raised investment project and conforms to the use plan of the raised funds. The contents and review procedures of this matter comply with the relevant provisions of laws, regulations and normative documents such as the securities law, the Listing Rules of shares on the science and Innovation Board of Shanghai Stock Exchange. Therefore, the independent directors agree that the company will use the raised funds and its own funds to increase capital to the wholly-owned subsidiary to implement the raised investment project. 8、 Verification opinions of the recommendation institution
The company's capital increase of wholly-owned subsidiaries by using part of the raised funds and its own funds has been deliberated and approved at the 21st Meeting of the second board of directors and the 15th meeting of the second board of supervisors. The independent directors of the company have expressed their consent opinions and fulfilled the necessary approval procedures, which is in line with the implementation plan of raised funds, There is no change or disguised change in the purpose of the raised funds and damage to the interests of shareholders, which will not affect the normal progress of the investment projects with the raised funds, and comply with the provisions of relevant laws and regulations.
Based on the above opinions, the recommendation institution has no objection to the company's use of raised funds and self owned funds to increase capital to wholly-owned subsidiaries to implement raised investment projects.
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Sponsor representative:
Wang Hui, Yao Genfa
Dongguan Securities Co., Ltd
