Haitong Securities Co., Ltd. and China International Capital Corporation Limited
SMIC International Integrated Circuit Manufacturing Co., Ltd.
Verification Opinions on the Deposit and Use of Funds Raised in 2022
Haitong Securities Co., Ltd. (hereinafter referred to as "Haitong Securities", "Joint Sponsor") and China International Capital Corporation (hereinafter referred to as "CICC" and "Joint Sponsor") serve as SMIC Integrated Circuit Manufacturing Co., Ltd. (Hereinafter referred to as "SMIC" or "the company") continuous supervision and joint sponsor for the initial public offering of shares and listing on the science and technology innovation board, according to the "Administrative Measures for the Sponsor Business of Securities Issuance and Listing", "Guidelines for the Supervision of Listed Companies No. 2-Regulatory Requirements for the Management and Use of Funds Raised by Listed Companies", "Shanghai Stock Exchange Science and Technology Innovation Board Stock Listing Rules", "Shanghai Stock Exchange Self-Regulatory Guidelines No. 11-Continuous Supervision" and "Shanghai Stock Exchange Science and Technology Innovation Board Listed Companies Self-Regulatory Guidelines No. 1-Standardized Operation" and other relevant regulations, the storage and use of the funds raised by SMIC in 2022 were verified as follows:
Basic situation of 1. raised funds
(I) the actual amount of funds raised and the receipt of funds.
Approved by the China Securities Regulatory Commission's "Approval of the Approval of the Registration of the Initial Public Offering of SMIC Integrated Circuit Manufacturing Co., Ltd." (Zheng Jian Ke [2020] No. 1278), SMIC's initial public offering of RMB ordinary shares (A shares) 1938.463 million shares (including the over-allotment option), the issue price is RMB 27.46 per share, and the total amount of funds raised in this issue is RMB 53,230.194 million, after deducting the sponsorship and underwriting fees, the actual amount of funds raised was RMB 52,538.2015 million. PricewaterhouseCoopers Zhongtian Certified Public Accountants (Special General Partnership) verified the availability of funds for the company's public offering of new shares, and issued PricewaterhouseCoopers Zhongtian Inspection Zi [2020] No. 0590 "Capital Verification Report" and PricewaterhouseCoopers Zhongtian Inspection Zi [2020] No. 0739 "Capital Verification Report" on July 14 and August 17, 2020 respectively.
Use and balance of (II) raised funds
As of December 31, 2022, the use and balance of the Company's proceeds were as follows:
Project amount (RMB ten thousand yuan)
5,253,820.15 of the amount of proceeds actually received
Less: Payment of issuance costs 2,259.43
Less: Replacement amount of investment projects with self-raised funds in advance 449,445.27
Less: 4,826,315.96 amount of fund-raising project expenditure
Add: Interest income from proceeds net of fees 40,632.09
As of December 31, 2022, the balance of the fund-raising account is 16,431.58.
2. fund-raising management
(I) raised funds management system
In order to standardize the management and use of raised funds, improve the efficiency of the use of raised funds, and protect the legitimate rights and interests of the company and all shareholders, the company has formulated the "Raised Funds Management System" in accordance with the "Shanghai Stock Exchange Science and Technology Innovation Board Stock Listing Rules", "Listed Company Supervision Guidelines No. 2-Listed Companies" Regulatory Requirements for the Management and Use of Funds "and other laws, regulations, and regulatory documents, combined with the actual situation of the company, it has made clear provisions on the storage, use, management and supervision of the company's raised funds.
(II) raised funds supervision agreement
In accordance with the relevant laws and regulations and the requirements of the Company's "Management System for Raised Funds", the Company has adopted a special account storage system for raised funds and set up a special account for raised funds in banks. On July 7, 2020 and August 21, 2020, the company signed the Quadripartite Supervision Agreement on Special Account Storage of Raised Funds and the Quadripartite Supervision Agreement on Special Account Storage of Raised Funds (for Over-allotment) with Haitong Securities, CICC and Shanghai Branch, a commercial bank that deposits raised funds. On April 7, 2021 and April 26, 2021, the company, Haitong Securities and CICC signed the "Four Party Supervision Agreement on Special Account Storage of Raised Funds" with Agricultural Bank of China Limited Shanghai Pilot Free Trade Zone Branch and China Minsheng Bank Limited Shanghai Pilot Free Trade Zone Branch respectively. For different fund-raising investment projects, the company and the project company's implementer, Haitong Securities, and CICC, respectively, with Bank of China Co., Ltd. Shanghai Pudong Development Zone Branch, China Minsheng Bank Co., Ltd. Shanghai Branch, Agricultural Bank of China Co., Ltd. Shanghai Pilot Free Trade Zone Branch, China CITIC Bank Co., Ltd. Guangzhou Branch, Shanghai Pudong Development Bank Co., Ltd. Hongqiao Branch signed the "Five-Party Supervision Agreement on Special Account Storage of Raised Funds." There is no significant difference between the above agreement and the model tripartite regulatory agreement of Shanghai Stock Exchange, and the company has strictly complied with it when using the raised funds.
Special account storage of (III) raised funds
As of December 31, 2022, the balance of the fund-raising account is shown below:
Fund-raising account bank account number deposit method balance (RMB
Ten thousand yuan) 1
China Merchants Bank Shanghai Branch Business Department NRA110925662010101 Demand Deposit 3.91
China Merchants Bank Shanghai Branch NRA110925662032501 Demand Deposit 14,529.98
Bank of China Shanghai Pudong Development Zone Branch 444280470222 demand deposit 0.01
Bank of China Shanghai Pudong Development Zone Branch 437780471584 demand deposit 606.83
Minsheng Bank Shanghai Jinqiao Branch 630984295 demand deposit 343.29
Agricultural Bank of China Shanghai Zhangjiang High-tech Park 03348700040035789 Demand Deposit 486.19
District Sub-branch
China CITIC Bank Guangzhou Zhujiang New Town Branch 8110901011901196131 demand deposit 9.23
Shanghai Hongqiao Sub-branch of Pudong Development Bank 98860078801300001507 demand deposit has been canceled 2
FT Agricultural Bank of China Shanghai Jinqiao Sub-branch International Department FTN09778100048500217 Demand Deposit 448.14
China Minsheng Bank Co., Ltd. Shanghai FTN000009907 Demand Deposit 4.00
Pilot Free Trade Zone Branch
3. the actual use of funds raised in the current year
Use of (I) Fund Raising Projects
For details of the actual use of the Company's proceeds in 2022, please refer to Schedule 1 "Comparison of the Use of Proceeds".
Pre-investment and replacement of (II) fund-raising projects
In 2022, the Company did not have any upfront investment and replacement of fundraising projects.
Temporary replenishment of liquidity with idle raised funds in (III)
In 2022, the Company did not temporarily replenish its liquidity with idle proceeds.
(IV) cash management of idle proceeds and investment in related products
In 2022, the Company did not use idle proceeds to invest in cash management products.
(V) the use of over-raised funds to permanently replenish liquidity or repay bank loans.
In 2022, the Company did not use over-raised funds to permanently replenish liquidity or repay bank loans.
(VI) of over-raised funds and over-allotment proceeds for projects under construction and new projects (including acquisition of assets, etc.)
On August 6, 2020, the Board of Directors of the Company considered and approved the "On the Company's initial public offering of shares over-raising 1 The balance of the fund-raising account includes interest income from the fund-raising account.
2 The fund-raising account has been closed in 2022.
The Proposal on the Use of Funds, agrees that the Company will use the over-raised funds of RMB 10,000 million, RMB 5,000 million and RMB 3,000 million for the 12-inch chip SN1 project, mature process production line construction project, and advanced and mature process research and development project reserve funds respectively. This matter is within the scope of the approval authority of the board of directors and does not need to be submitted to the general meeting of shareholders for consideration and approval.
On August 6, 2020, the Company held a meeting of the Board of Directors to consider and pass the "Proposal on Matters Related to the Company's Initial Public Offering and Subsequent Listing on the CRE Board". According to the motion, the board of directors authorizes any one of the chairman, co-chief executive officer and joint company secretary to consider and approve the implementation of the over-allotment option on behalf of the company, and authorizes any one of the chairman, co-chief executive officer and joint company secretary to sign relevant legal documents on behalf of the company and submit any necessary documents, and take all actions required by or in connection with applicable laws, rules and regulations (including the publication of announcements on the Hong Kong Stock Exchange, the Shanghai Stock Exchange and the Company's website). On August 14, 2020, the Joint Company Secretary, on behalf of the Company, considered and passed the "Bill on the Implementation of the Over-allotment Option for the Company's Initial Public Offering of Shares". Pursuant to the motion, the over-allotment option for the Company's initial public offering of RMB ordinary shares (A shares) was exercised in full on August 14, 2020, expanding the total number of shares issued to 1938.463 million shares. The total amount of raised funds corresponding to the shares issued by the full exercise of the over-allotment right is RMB 6,943.0688 million yuan, and the net amount of raised funds after deducting the issuance expenses is RMB 6,852.8089 million yuan, which will be used for the mature process production line construction project of RMB 4,796.9662 million yuan and the supplementary working capital of RMB 2055.8427 million yuan respectively.
Use of (VII) savings to raise funds
In 2022, the Company did not use fund-raising project savings for other fund-raising projects or non-fund-raising projects.
Other circumstances (VIII) the use of raised funds
According to the company's "fund-raising management system" and other relevant provisions, during the implementation of the fund-raising project, the company uses its own funds to pay for part of the equipment procurement and raw material expenditure involved in the fund-raising investment project by means of bank wire transfer, letter of credit, bank acceptance draft, etc., and regularly replaces the fund-raising with the same amount. The matter is jointlyThe sponsors Haitong Securities and CICC issued relevant verification opinions on September 29, 2020.
4. changes in the use of funds for fundraising projects
In 2022, there was no change in the Company's fundraising projects and there was no external transfer or replacement.
Problems in the use and disclosure of 5. raised funds
In 2022, the information related to the raised funds disclosed by the company was timely, true, accurate and complete; the used raised funds were invested in the promised raised funds investment projects, and there was no illegal use of raised funds.
Verification opinions of 6. sponsor institutions
After verification, the joint sponsor believes that, the deposit and use of the company's funds raised in 2022 are in line with the "Administrative Measures for Securities Issuance and Listing Sponsor Business", "Listed Company Supervision Guidelines No. 2-Regulatory Requirements for the Management and Use of Funds Raised by Listed Companies", "Shanghai Stock Exchange Science and Technology Innovation Board Stock Listing Rules" and "Shanghai Stock Exchange Science and Technology Innovation Board Listed Companies Self-Regulatory Guidelines No. 1-Standardized Operation" and other relevant regulations and the company's fund-raising management system, the proceeds were stored and used in a special account, and as of December 31, 2022, SMIC did not change the use of the proceeds in disguise and harm the interests of shareholders, and there was no illegal use of the proceeds. SMIC's use of funds raised in 2022 does not violate national anti-money laundering laws and regulations. The joint sponsor has no objection to the deposit and use of the funds raised by SMIC in 2022.
(No text below)
(There is no text on this page. It is the signature and seal page of Haitong Securities Co., Ltd. on the "Verification Opinions on the Deposit and Use of Funds Raised by SMIC International Integrated Circuit Manufacturing Co., Ltd. in 2022")
Signature of Sponsor Representative:
Zheng Yu Chen Cheng
Haitong Securities Co., Ltd.
Year Month Day
(There is no text on this page. It is the signature and seal page of China International Capital Corporation on the "Verification Opinions on the Deposit and Use of Funds Raised by SMIC Manufacturing Co., Ltd. in 2022")
Signature of Sponsor Representative:
Wei Xianyong Li Yang
China International Capital Corporation Limited
Year Month Day
Annex 1:
Comparison table of use of raised funds
2022 year
Unit: RMB ten thousand yuan
Net proceeds 5,251,560.72 Total proceeds invested in this year 442,242.23
Total amount of funds raised for repurposing-
Percentage of total raised funds for change of purpose (%) Total raised funds have been invested 5,251,560.72
-
Cumulative investment as of the end of the period
The changed amount and commitment to the end-of-investment project are feasible.
Committed investment projects, including the investment after the adjustment of the raised funds as of the end of the commitment of the current year investment as of the end of the cumulative amount of the difference progress to the scheduled current year is.
Part of the total amount of investment in the project ① amount of investment ② amount of investment that can be used to achieve the expected issue
More (e. g. ③ = ②-① ④ = ②/state daily benefits
There are) ① major changes in the period
12 inch chip No 1,800,000.00 1,800,000.00 1,800,000.00 - 1,800,000.00 - 100% N/A N/A N/A No
The SN1 Project
Advanced and mature
Process R & D Item No 700,000.00 700,000.00 700,000.00 284,584.21 700,000.00 - 100% N/A N/A N/A N/A No
Project reserve funds
Mature Process Health No 979,696.62 979,696.62 979,696.62 157,658.02 979,696.62 - 100 Not Applicable Not Applicable Not Applicable No
production line construction
Supplementary Liquidity No 1,771,864.10 1,771,864.10 1,771,864.10 - 1,771,864.10 - 100% N/A N/A N/A No
Gold
Total -5,251,560.72 5,251,560.72 5,251,560.72 442,242.23 5,251,560.72 - 100% - - - -
Reasons for not meeting the planned schedule (by specific fundraising projects) Not applicable.
Description of circumstances where there has been a significant change in the feasibility of the project Not applicable.
Pre-investment and replacement of fund-raising investment projects In 2022, there is no pre-investment and replacement of fund-raising investment projects.
Temporary replenishment of liquidity with idle proceeds In 2022, there was no temporary replenishment of liquidity with idle proceeds.
Cash management of idle proceeds and investment in related products In 2022, there is no cash management of idle proceeds and investment in related products.
Permanent replenishment of liquidity or repayment of bank loans with over-raised funds In 2022, there was no permanent replenishment of liquidity or repayment of bank loans with over-raised funds.
The amount of the fund-raising balance and the reasons for its formation In 2022, the fund-raising is still in the process of investment, and there is no fund-raising balance.
For details of other uses of the raised funds, please refer to other uses of the raised funds in (VIII) III of this Verification Opinion.
Note 1: "Committed investment amount as of the end of the period" is determined on the basis of the latest disclosed fund-raising investment plan.
Ticker Name
Percentage Change
Inclusion Date