NOVOSENSE: Announcement on the completion of the investment project of the initial public offering of shares and the permanent replenishment of the working capital with the surplus raised funds
DATE:  Oct 29 2024

Securities code: 688052 Securities abbreviation: NOVOSENSE Announcement No.: 2024-048

Suzhou NOVOSENSE Microelectronics Co., Ltd

Regarding the initial public offering of shares to raise funds for investment projects, the project will be completed and the surplus will be raised

Announcement of the permanent replenishment of funds to liquidity

The board of directors and all directors of the company guarantee that the content of this announcement does not contain any false records, misleading statements or material omissions.

and assume legal responsibility for the authenticity, accuracy and completeness of its content.

Suzhou NOVOSENSE Microelectronics Co., Ltd. (hereinafter referred to as the "Company") held the 14th meeting of the 3rd Board of Directors and the 14th meeting of the 3rd Board of Supervisors on October 28, 2024 in a combination of on-site and communication, and deliberated and approved the "Proposal on the Completion of the Investment Project of the Funds Raised by the Initial Public Offering of Shares and the Permanent Replenishment of Liquidity with the Surplus Raised Funds", and agreed that the Company will invest the funds raised from the initial public offering in the project "Signal Chain Chip Development and System Application Project" and "R&D Center Construction Project" (hereinafter referred to as the "closing fundraising project") and the surplus raised funds will be used to permanently replenish liquidity. The board of supervisors of the company issued a clear agreement on the proposal, and the sponsor Everbright Securities Co., Ltd. (hereinafter referred to as the "sponsor") issued a clear agreement on this matter, and this proposal does not need to be submitted to the general meeting of shareholders of the company for deliberation.

First, the basic situation of the funds raised

According to the "Reply on Agreeing to the Registration of the Initial Public Offering of Shares of Suzhou NOVOSENSE Microelectronics Co., Ltd." issued by the China Securities Regulatory Commission on March 1, 2022 (Zheng Jian Xu Xu [2022] No. 427), the company was approved to issue 25.266 million RMB ordinary shares to the public at an issue price of RMB 230.00 per share, raising a total of RMB 581,118.00 million; After deducting underwriting and sponsorship fees, issuance registration fees and other issuance fees totaling 229,933,400 yuan (excluding value-added tax), the net amount of funds raised was 5,581,246,600 yuan, and all the above funds have been put in place, which has been verified by Tianjian Certified Public Accountants (Special General Partnership) and issued the "Tianjian Yan (2022) No. 148" "Capital Verification Report" on April 19, 2022.

After the raised funds are received, all of them have been deposited in the special account for raising funds approved by the board of directors of the company, and the company has signed a tripartite supervision agreement on raising funds with the sponsor institution and the commercial bank depositing the raised funds.

2. The investment project of the raised funds

According to the "Prospectus for the Initial Public Offering of Shares of Suzhou NOVOSENSE Microelectronics Co., Ltd. and Listing on the Science and Technology Innovation Board" disclosed by the company, the company's initial public offering of shares to raise funds for investment projects is planned as follows:

Unit: RMB 10,000 yuan

Serial No. Project Name Total Investment Amount of Project Proposed Investment Amount of Raised Funds Implementation Entity

1 Signal Chain Chip Development and System Application Project 43,900.00 43,900.00 NOVOSENSE

2 R&D center construction project 8,900.00 8,900.00 NOVOSENSE

3 Supplementary Liquidity Project 22,200.00 22,200.00 NOVOSENSE

Total 75,000.00 75,000.00 -

3. The use and surplus of the funds raised by the fund-raising and investment projects that have been completed this time

As of August 31, 2024, the use and surplus of the funds raised by the company's fundraising projects are as follows:

Unit: RMB 10,000 yuan

Funds Raised Actual Payments Interest and Cash Management Expected Funds Raised

Preface Project Name Committed Investment Total Funds Raised Amount of Balance to be Paid Income (Deduction Savings (5)

No. Total (1) Amount(2) (3) Handling fee(4) ((5)=(1)-(2)-(3)

+④)

Signal chain chips

1 Development and systems 43,900.00 38,343.56 2,799.20 1,776.51 4,533.75

Application project

2 R&D center 8,900.00 7,369.91 1,622.76 385.77 293.10

set up the project

3 Supplementary liquidity 22,200.00 22,200.00 0 0 0

Gold Project

Total 75,000.00 67,913.47 4,421.96 2,162.28 4,826.85

Note: 1. The discrepancy between the total number in the above table and the mantissa of each individual item plus the total number is caused by rounding the penny difference.

2. Interest and cash management income do not include bank interest income that has not yet been received, and the actual amount is subject to the balance of the special account on the day of fund transfer.

3. The amount of the balance to be paid, including the unpaid employee salary, contract balance, etc., will continue to be deposited in the special account for raising funds for payment, and the final amount is subject to the actual payment of the project.

4. The estimated savings of the raised funds include 27.5555 million yuan of unused project liquidity.

5. After the approval of the project settlement, the company's signal chain chip development and system application project and the new cable channel project of the R&D center construction project were overpaid by 21,000 yuan, and the relevant parties have returned the overpayment to the company's own capital account in September 2024, and the company has transferred the relevant funds to the initial public offering fund-raising account.

Fourth, the main reason for the savings of the funds raised by the closing fundraising project

In strict accordance with the relevant regulations on the use of raised funds, in the process of the implementation of the fund-raising project, starting from the actual situation of the project, on the premise of ensuring the quality of the project construction, in line with the principle of reasonable, economical and effective prudent use of the raised funds. The main reasons for the surplus of funds raised by the closing fundraising project are as follows:

1. In order to improve the efficiency of the use of idle raised funds, the company uses part of the temporarily idle raised funds for cash management under the premise of ensuring that the construction of the fund-raising project and the safety of the raised funds are not affected, and at the same time, the deposit of the raised funds also generates a certain amount of deposit interest

Enter.

2. The company strictly fulfills the contractual obligations in terms of construction and equipment procurement, and pays relevant payments according to the project progress and contract agreement. According to the calculation of the company's financial department, as of August 31, 2024, the total unpaid balance of the project is about 44.2196 million yuan (this data is a tentative amount, and the final amount is subject to the actual payment amount after settlement according to the contract).

3. The unused working capital of the project will be invested in the future operation of the project in combination with the actual situation as planned.

5. Plan for the use of surplus raised funds

In view of the company's "signal chain chip development and system application project" and "R&D center construction project" have been invested and completed

To improve the efficiency of the use of raised funds, rationally allocate resources, and enhance the company's operating efficiency, the company intends to permanently supplement the working capital with the surplus funds of the "signal chain chip development and system application project" and "R&D center construction project" to support the company's daily production and operation activities. The specific usage plan is as follows:

1. The company intends to transfer the surplus raised funds in the special account for raising funds to its own capital account for permanent replenishment of liquidity after the completion of the above-mentioned fund-raising projects (the actual amount of savings is subject to the balance of the relevant special account for raising funds after the bank settles interest on the day of fund transfer). The aforesaid outstanding payments will continue to be deposited in the special account for raising funds for subsequent payments, including unpaid employee salaries and contract balances.

2. After the surplus funds raised permanently replenish the working capital, the company will still retain the special account for the raised funds of the "Signal Chain Chip Development and System Application Project" and the "R&D Center Construction Project" until the completion of the follow-up related projects to be paid. After the completion of the payment of the relevant items to be paid, if there is any surplus (including wealth management and interest income) in the special account for raising funds, it will be directly used to permanently replenish liquidity, and the company will cancel the special account for raising funds, and the supervision agreement of the special account for raising funds signed by the company and the sponsor institution and the opening bank will be terminated.

6. Explanation of special opinions

(1) Opinions of the Board of Supervisors

The company will complete the initial public offering of shares to raise funds to invest in the project and use the surplus raised funds to permanently replenish liquidity, which is conducive to improving the efficiency of the use of raised funds, in line with the interests of the company and all shareholders of the company, and there is no harm to the interests of the company's shareholders, especially small and medium-sized shareholders. The deliberation and voting of the matter complied with the relevant provisions of relevant laws and regulations, and the procedures were legal and effective.

To sum up, the board of supervisors of the company agreed to the completion of the investment project of the initial public offering of shares and the permanent replenishment of the working capital with the surplus raised funds.

(2) The sponsor's special verification opinions

After verification, the sponsor believes that the company will be listed in the first public offering to raise funds to complete the investment project and use the surplus raised funds to permanently replenish the working capital has been deliberated and approved by the 14th meeting of the company's third board of directors and the 14th meeting of the third board of supervisors. The decision-making and approval procedures of this matter comply with the relevant laws and regulations such as the Regulatory Guidelines for Listed Companies No. 2 - Regulatory Requirements for the Management and Use of Funds Raised by Listed Companies, the Rules for the Listing of Stocks on the Science and Technology Innovation Board of the Shanghai Stock Exchange, and the Self-Regulatory Guidelines for Listed Companies on the Science and Technology Innovation Board of the Shanghai Stock Exchange No. 1 - Standardized Operation, as well as the relevant provisions of the company's fund-raising management system.

To sum up, the sponsor agrees to the completion of the company's initial public offering of shares to raise funds to invest in the project and permanently replenish the liquidity of the surplus raised funds.

The announcement is hereby made.

Board of Directors of Suzhou NOVOSENSE Microelectronics Co., Ltd

October 29, 2024

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