Guotai Junan Securities Co., Ltd.
Audit Opinion on Beijing君正 Integrated Circuits Co., Ltd.'s Use of Raised Funds to Repay Part of Project Expenditures Financed by Self-Owned Funds
Guotai Junan Securities Co., Ltd. (hereinafter referred to as "Guotai Junan") acted as the independent financial advisor for Beijing君正 Integrated Circuits Co., Ltd. (hereinafter referred to as "Beijing君正", "the Company", "the Company")'s 2020 issuance of shares to purchase assets and raise supporting funds, and as the sponsor for the 2021 private placement of shares. In accordance with the "Supervision Regulations for the Management of Raised Funds of Listed Companies", "Shenzhen Stock Exchange Listed Company Self-Regulatory Management Guidelines No. 2 - Norms for the Operation of GEM Companies", and the "Shenzhen Stock Exchange GEM Stock Listing Rules", etc., Guotai Junan has audited the situation of Beijing君正 using raised funds to repay part of the project expenditures financed by self-owned funds. The details are as follows:
I. Basic Situation of Raised Funds
(I) Basic Situation of Issuance of Shares to Purchase Assets and Raise Supporting Funds
According to the "Approval on the Issuance of Shares by Beijing君正 Integrated Circuits Co., Ltd. to Beijing Yutang Semiconductor Industry Investment Center (Limited Partnership) and Other Parties to Purchase Assets and Raise Supporting Funds" issued by the China Securities Regulatory Commission (Document No. Zhengjianxuke [2019] No. 2938), the Company issued 18,181,818 shares of RMB common stock (A shares) to specific targets at a price of RMB 82.5 per share. The total amount of raised funds was RMB 1,499,999,985.00. The above-mentioned raised funds were verified by Beijing Xinghua Certified Public Accountants (Special General Partnership) and a "Capital Verification Report of Beijing君正 Integrated Circuits Co., Ltd." (Document No. [2020] Jinghuaxingyanzi No. 01000005) was issued on August 31, 2020.
(II) Basic Situation of Raised Funds from Private Placement of Shares
According to the "Approval on the Registration of Private Placement of Shares by Beijing君正 Integrated Circuits Co., Ltd." issued by the China Securities Regulatory Commission (Document No. Zhengjianxuke [2021] No. 3097), the Company issued 12,592,518 shares of RMB common stock (A shares) to specific targets at an issue price of RMB 103.77 per share. The total amount of raised funds was RMB 1,306,725,592.86. After deducting issuance expenses, the net amount of raised funds was RMB 1,280,686,384.58. The above-mentioned raised funds were verified by Xinyongzhonghe Certified Public Accountants (Special General Partnership) and a "Capital Verification Report of Beijing君正 Integrated Circuits Co., Ltd. for October 29, 2021" (Document No. XYZH/2021BJAB11063) was issued on November 1, 2021.
To standardize the management and use of the Company's raised funds and protect the rights and interests of investors, the Company has established a special account for raised funds. Upon arrival, the raised funds have been fully deposited into the special account for raised funds approved by the Company's Board of Directors. The Company and its subsidiaries have signed tripartite and quadripartite supervision agreements with Guotai Junan Securities Co., Ltd. (hereinafter referred to as "Guotai Junan"), China-Germany Securities Co., Ltd. (hereinafter referred to as "China-Germany Securities"), and the commercial banks where the raised funds are deposited.
II. Situation of Raised Funds Investment Projects
(I) Basic Situation of Raised Funds Investment Projects for Issuance of Shares to Purchase Assets and Raise Supporting Funds
The raised funds from the private placement of shares will not exceed RMB 150,000.00 ten thousand yuan. After deducting issuance expenses, the net raised funds will be fully used for the following projects: