Stock code: 688082 Stock abbreviation: Shengmei Shanghai Announcement No.: 2025-014
Shengmei Semiconductor Equipment (Shanghai) Co., Ltd
2024 Special Report on the Deposit and Actual Use of Raised Funds
The board of directors and all directors of the company guarantee that there are no false records, misleading statements or major omissions in the content of this announcement, and assume legal responsibility for the authenticity, accuracy and completeness of its content in accordance with the law.
In accordance with the relevant provisions of the China Securities Regulatory Commission's Regulatory Guidelines for Listed Companies No. 2 - Regulatory Requirements for the Management and Use of Funds Raised by Listed Companies (Revised in 2022) (CSRC Announcement [2022] No. 15) and the Self-Regulatory Guidelines for Listed Companies on the Science and Technology Innovation Board of the Shanghai Stock Exchange No. 1 - Standardized Operation, Shengmei Semiconductor Equipment (Shanghai) Co., Ltd. (hereinafter referred to as the "Company") made the following special report on the deposit and use of raised funds in 2024:
First, the basic situation of the funds raised
(1) The actual amount of funds raised and the funds in place
With the approval of the China Securities Regulatory Commission on the approval of the registration of the initial public offering of shares of Shengmei Semiconductor Equipment (Shanghai) Co., Ltd. (Zheng Jian Xu Xu [2021] No. 2689), the company publicly issued 43,355,753 RMB ordinary shares (A shares) to the public at an issue price of RMB 85.00 per share, raising a total amount of funds
RMB3,685,239,005.00, net of the underwriter's sponsorship and underwriting fees
RMB173,832,028.54, less other external expenses directly related to the issuance of equity securities of RMB30,148,456.12 (including: audit fees and capital verification fees of RMB12,467,000.00, attorney fees of RMB10,904,467.37, information disclosure fees of RMB4,575,471.70 for the issuance, issuance handling fees and material production fees of RMB2,201,517.05), and the net amount of funds raised was RMB3. 481,258,520.34 yuan. The above-mentioned raised funds have been verified by Lixin Certified Public Accountants (Special General Partnership) and issued the "Capital Verification Report" of Xinhuishi Bao Zi [2021] No. ZI10561.
(2) The use and balance of funds raised in 2024
As of December 31, 2024, the cumulative use and balance of the raised funds are as follows:
Project Occurrence of Funds Raised (RMB)
The balance of funds raised in 2023 is 1,136,002,230.61
Less: The amount of funds raised during the reporting period was 653,758,701.75
Less: Handling fee 69,509.10
Plus: Interest income 41,670,570.27
The balance of funds raised at the end of 2024 is 523,844,590.03
Note: For details of the balance of the raised funds, please refer to the 2, (2), 3, (3) and 3 and (4) of this special report.
Second, the management of raised funds
(1) The management of the raised funds
In order to standardize the management of the company's raised funds and protect the interests of small and medium-sized investors, the company has formulated the "Management System for Raised Funds", which has made specific and clear provisions on the deposit, use and supervision of raised funds. During the reporting period, the company strictly managed and used the raised funds in accordance with the provisions of the company's "Management System for Raised Funds", and the deposit, use and management of the raised funds did not violate the provisions of the "Self-Regulatory Guidelines for Listed Companies on the Science and Technology Innovation Board of the Shanghai Stock Exchange No. 1 - Standardized Operation" and other regulatory documents, as well as the company's "Management System for Raised Funds" and other systems.
In November 2021, the Company and its sponsor, Haitong Securities Co., Ltd., entered into cooperation with China Merchants Bank Co., Ltd. Shanghai Branch, China Everbright Bank Co., Ltd. Shanghai Changli Branch, Bank of China Co., Ltd. Shanghai Pudong Development Zone Sub-branch, Bank of Shanghai Co., Ltd. Pudong Branch, China Merchants Bank Co., Ltd. Shanghai Lujiazui Branch, Shanghai Pudong Development Bank Co., Ltd. Huangpu Branch, China Merchants Bank Co., Ltd. Shanghai Huaihai Branch, Industrial Bank Co., Ltd. Shanghai North Branch, Bank of Ningbo Co., Ltd. Shanghai Changning Sub-branch, Industrial and Commercial Bank of China Co., Ltd. Shanghai Pilot Free Trade Zone New Area Branch jointly signed the Tripartite Supervision Agreement on the Storage of Raised Funds, and the Company and its wholly-owned subsidiary, Shengwei Semiconductor Equipment (Shanghai) Co., Ltd., and the sponsor Haitong Securities Co., Ltd. and China Merchants Bank Co., Ltd. Shanghai Branch jointly signed the "Four-Party Supervision Agreement on the Storage of Special Accounts for Raised Funds". In October 2022, the Company and its sponsor, Haitong Securities Co., Ltd., signed the Supplementary Agreement to the Tripartite Supervision Agreement on the Storage of Raised Funds in a Special Account with Shanghai Pudong Development Bank Co., Ltd. Huangpu Sub-branch. IN JUNE 2024, THE COMPANY AND ITS WHOLLY-OWNED SUBSIDIARY, ACM RESEARCH
KOREA CO., LTD. and sponsors Haitong Securities Co., Ltd. and KB Kookmin Bank Seongnam
Hi-tech valley Branch jointly signed the "Four-Party Supervision Agreement on the Storage of Raised Funds". The above-mentioned regulatory agreement clarifies the rights and obligations of the parties, and the main terms of the agreement are not materially different from the Tripartite Regulatory Agreement on the Storage of Raised Funds in Special Accounts (Template) of the Shanghai Stock Exchange. Among them, Bank of China Co., Ltd. Shanghai
The Pudong Development Zone Sub-branch has been closed on May 15, 2023, the Bank of Shanghai Pudong Branch has been closed on May 22, 2023, the Industrial and Commercial Bank of China Co., Ltd. Shanghai Pilot Free Trade Zone New Area Branch has been closed on August 23, 2024, China Merchants Bank Co., Ltd. Shanghai Lujiazui Sub-branch has been closed on November 7, 2024, and the Bank of Ningbo Co., Ltd. Shanghai Changning Sub-branch has been closed on November 28, 2024. China Everbright Bank Co., Ltd. Shanghai Changli Sub-branch has closed its account on 17 December 2024. As of December 31, 2024, the other above-mentioned regulatory agreements are being performed normally.
(2) The storage of raised funds
As of December 31, 2024, the storage of raised funds is as follows:
Bank Name Bank Account Number Amount (RMB) Remarks
China Merchants Bank Co., Ltd. Shanghai Branch Business Department 121909929210918 1,275.57 Demand deposits
Shanghai Pudong Development Bank Co., Ltd. Huangpu Sub-branch 97080078801900002063 130.75 demand deposit
121909929210202 102,677,821.76 Demand deposits
China Merchants Bank Co., Ltd. Shanghai Huaihai Branch
12190992927900037 80,685,672.00 Call Deposit
Industrial Bank Co., Ltd. Shanghai North Branch 216420100100156371 492,139.89 Demand deposits
China Merchants Bank Co., Ltd. Shanghai Branch Business Department 121938866210666 24,072,654.46 Demand deposit
KB Kookmin Bank Seongnam Hi-tech 67690101272167 0.00 demand deposit
valley Branch
Total 207,929,694.43
Note: The difference between the balance of the special account for raised funds and the actual balance of 523,844,590.03 yuan is 315,914,895.60 yuan, which is the amount of 90,000,000.00 yuan that has not yet expired for cash management using part of the idle raised funds, and the amount of 225,914,895.60 yuan that temporarily replenishes the working capital by using idle raised funds. For details, please refer to the special report "3.(3) Temporary replenishment of liquidity with idle raised funds" and "3.(4) Cash management of idle raised funds and investment in related products" in this special report.
3. The actual use of the funds raised in the current year
(1) The use of funds for investment projects (hereinafter referred to as "fundraising projects").
The actual use of the company's raised funds in 2024 is detailed in Appendix 1 "Comparison Table of the Use of Raised Funds".
(2) The advance investment and replacement of the fund-raising project
During the reporting period, the company did not have the situation of early investment and replacement of fund-raising projects.
(3) Temporarily replenish liquidity with idle raised funds
On June 25, 2024, the company held the 11th meeting of the second board of directors and the 11th meeting of the second board of supervisors, and deliberated and approved the "Proposal on Using Part of the Idle Raised Funds to Temporarily Supplement Liquidity", and agreed that the company should use idle raised funds of no more than RMB 25,000.00 (inclusive) for temporary
See the "Announcement on Using Part of the Idle Raised Funds to Temporarily Replenish Liquidity" (Announcement No.: 2024-033) disclosed by the Company on the website of the Shanghai Stock Exchange on June 27, 2024. As of December 31, 2024, the amount of the company's use of idle raised funds to temporarily replenish liquidity was 225,914,895.60 yuan.
(4) Cash management of idle raised funds and investment in related products
On August 3, 2023, the company held the fifth meeting of the second board of directors and the fifth meeting of the second board of supervisors, and deliberated and passed the "Proposal on Continuing to Use Idle Raised Funds for Cash Management", and agreed that the company will use the temporarily idle raised funds of up to RMB 1.5 billion to purchase investment products with high security, good liquidity and guaranteed principal on the premise of ensuring that the normal progress of the raised funds will not be affected. It is valid for 12 months from the date of approval by the Board of Supervisors. Within the scope of the aforesaid quota and term, the company can use it on a rolling basis. For details, please refer to the "Announcement on Continuing to Use Idle Raised Funds for Cash Management" (Announcement No.: 2023-033) disclosed by the Company on the website of the Shanghai Stock Exchange on August 5, 2023.
On August 6, 2024, the company held the twelfth meeting of the second board of directors and the twelfth meeting of the second board of supervisors, and deliberated and passed the "Proposal on Continuing to Use Idle Raised Funds for Cash Management", and agreed that the company will use up to RMB 200 million of temporarily idle raised funds to purchase investment products with high security, good liquidity and guaranteed principal on the premise of ensuring that the normal progress of the raised funds will not be affected. It is valid for 12 months from the date of approval by the Board of Supervisors. Within the scope of the aforesaid quota and term, the company can use it on a rolling basis. For details, please refer to the "Announcement on Continuing to Use Idle Raised Funds for Cash Management" (Announcement No.: 2024-040) disclosed by the Company on the website of the Shanghai Stock Exchange on August 8, 2024.
As of December 31, 2024, the Company used part of the idle raised funds for cash management, and the details are as follows:
Contracted Bank Product Name Value Date Maturity Date Amount (RMB) Annualized rate of return
Industrial Bank Co., Ltd. on Large Certificates of Deposit 2023.1.31 2026.1.31 90,000,000.00 3.15%
Haishi North Branch
Total 90,000,000.00
(5) Permanently replenishing working capital or repaying bank loans with over-raised funds
As of December 31, 2024, the company has not used over-raised funds to permanently replenish liquidity or repay bank loans.
(6) The use of over-raised funds for projects under construction and new projects (including the acquisition of assets, etc.).
During the reporting period, the company did not have over-raised funds for projects under construction and new projects (including the acquisition of assets, etc.).
Circumstance.
(7) The use of surplus raised funds
As of December 31, 2024, the Company has not used the surplus funds from fundraising projects for other fundraising projects or non-fundraising projects.
(8) Other circumstances regarding the use of raised funds
On June 25, 2024, the company held the 11th meeting of the second board of directors and the 11th meeting of the second board of supervisors, and deliberated and approved the "Proposal on the Extension of Part of the Company's Raised Funds Investment Project". For details, please refer to the "Announcement on the Postponement of Investment Projects of Part of the Company's Raised Funds" (Announcement No.: 2024-032) disclosed by the Company on June 27, 2024.
4. Change the use of funds for fundraising projects
During the reporting period, the company did not change the use of funds for fund-raising projects.
5. Problems in the use and disclosure of raised funds
There is no untimely, untrue, inaccurate or incomplete disclosure of the relevant information disclosed by the company. The used raised funds are invested in the promised investment projects, and there is no illegal use of the raised funds.
6. The concluding opinion of the assurance report issued by the accounting firm on the deposit and use of the company's annual raised funds
Lixin Certified Public Accountants (Special General Partnership) believes that the company's special report on the deposit and use of raised funds in 2024 will be prepared in accordance with the relevant provisions of the China Securities Regulatory Commission's "Regulatory Guidelines for Listed Companies No. 2 - Regulatory Requirements for the Management and Use of Raised Funds by Listed Companies (Revised in 2022)" (CSRC Announcement [2022] No. 15) and "Self-Regulatory Guidelines for Listed Companies on the Science and Technology Innovation Board of the Shanghai Stock Exchange No. 1 - Standardized Operation". It truthfully reflects the deposit and use of the company's raised funds in 2024.
7. The conclusion of the special verification report issued by the sponsor on the deposit and use of the company's annual raised funds
Discursive opinions
After verification, the sponsor believes that the deposit and use of the company's raised funds in 2024 comply with the "Administrative Measures for the Sponsorship Business of Securities Issuance and Listing", "Regulatory Guidelines for Listed Companies No. 2 - Regulatory Requirements for the Management and Use of Raised Funds by Listed Companies", "Rules for the Listing of Stocks on the Science and Technology Innovation Board of the Shanghai Stock Exchange", "Self-Regulatory Guidelines for Listed Companies on the Science and Technology Innovation Board of the Shanghai Stock Exchange No. 1 - Standardized Operation" and other relevant provisions and the company's management system for raising funds, and the raised funds are stored and used in special accounts. As of December 31, 2024, there is no disguised change in the use of raised funds and damage to the interests of shareholders, there is no illegal use of raised funds, and the use of raised funds by the issuer does not violate relevant national anti-money laundering laws and regulations. The sponsor has no objection to the deposit and use of the funds raised by Shengmei Shanghai in 2024.
The announcement is hereby made.
Shengmei Semiconductor Equipment (Shanghai) Co., Ltd
board of directors
February 27, 2025
Schedule 1:
Comparison table of the use of raised funds
2024 year
Preparation unit: Shengmei Semiconductor Equipment (Shanghai) Co., Ltd. Unit: RMB yuan
Total Funds Raised (Note 1) 3,481,258,520.34 Total Funds Raised During the Year 653,758,701.75
The total amount of proceeds raised for the repurpose
A total of 3,066,468,716.33 has been invested in the total amount of funds raised
Proportion of the total amount of proceeds raised for repurpose
Deadline
Changed items Committed investment as of the end of the period Cumulative investment as of the end of the period Whether the project is feasible in the current year
Committed investment projects, including the total amount of funds raised and invested after adjustment (1) The amount invested in the current year The cumulative investment amount as of the end of the period and the progress of the committed investment The state of use is expected to be realized
Change Total amount of capital (Note 2) Amount (2) Difference of amount of input (3) (%) Status Date Benefit Significant change in efficiency
(if any) = (2)-(1) (4)=
(2)/(1)
Shengmei Semiconductor Equipment N/A 700,000,000.00 1,200,000,000.00 1,200,000,000.00 465,476,869.83 1,217,533,868.12 17,533,868.12 101.46 June 2025 N/A N/A No
R&D and manufacturing center
Shengmei Semiconductor is high-end
Semiconductor equipment R&D N/A 450,000,000.00 N/A 450,000,000.00 26,100.00 454,587,394.44 4,587,394.44 101.02 N/A N/A N/A No
project
Replenishment of liquidity N/A 650,000,000.00 N/A 650,000,000.00 650,000,000.00 0.00 100.00 N/A N/A N/A N/A No
High-end semiconductor equipment N/A 730,871,500.00 N/A 730,871,500.00 188,255,731.92 744,347,453.77 13,475,953.77 101.84 N/A N/A N/A No
Expand R&D projects
CMI Korea Semiconductor has not yet invested
Equipment R&D and manufacturing N/A 245,000,000.00 N/A 245,000,000.00 -245,000,000.00 0.00 N/A N/A No
centre
Total 2,775,871,500.00 3,275,871,500.00 653,758,701.75 3,066,468,716.33 -209,402,783.67 93.61
On June 25, 2024, the company held the 11th meeting of the second board of directors and the 11th meeting of the second board of supervisors, and deliberated and approved the "On the Company's Partial Fundraising
Reasons for not reaching the planned schedule (divided into specific fund-raising projects) Proposal for the postponement of the investment project", combined with the actual progress of the project, in order to ensure the smooth development of the raised funds investment project, the company decided to "Shengmei semiconductor equipment research and development and production
The "Center" project has been extended to June 2025 again. For details, please refer to the company's "About the Company's Partial Fundraising" disclosed on June 27, 2024
Announcement on the postponement of the gold investment project (Announcement No.: 2024-032).
Explanation of significant changes in project feasibility None
Advance investment and replacement of raised funds for investment projects None
Temporary replenishment of liquidity with idle raised funds See Special Report III and (III)
Cash management of idle raised funds and investment in related products See Special Report 3 and (4)
Permanent replenishment of liquidity or repayment of bank loans with over-raised funds None
The amount of the balance of the proceeds and the reasons for its formation None
Other uses of raised funds See Special Report III and (VIII)
Note 1: "Total Funds Raised" refers to the amount of RMB3,481,258,520.34 after deducting sponsor underwriting fees and other issuance expenses.
Note 2: "Committed investment amount as of the end of the period" is determined on the basis of the most recent disclosed investment plan of the raised funds.
Note 3: The actual investment amount of the project exceeds the committed investment amount due to the net investment of the accumulated bank deposit interest less bank charges.
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