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清溢光电: 中信证券股份有限公司关于深圳清溢光电股份有限公司使用募集资金向全资子公司增资及借款以实施募投项目的核查意见

Core Viewpoint - The company, Shenzhen Qingyi Optoelectronics Co., Ltd., is utilizing raised funds to increase capital and provide loans to its wholly-owned subsidiary to implement fundraising investment projects, which aligns with its strategic planning and long-term interests [1][6]. Summary of Fundraising Situation - The company issued 48 million A-shares at a price of RMB 25.00 per share, raising a total of RMB 120,000.00 million, with a net amount of RMB 118,700.94 million after deducting issuance costs of RMB 1,299.06 million [1][2]. - The funds are managed in a dedicated account, adhering to regulatory requirements and agreements with the sponsor and the bank [1]. Summary of Investment Projects - The total amount raised will be used entirely for investment projects, with adjustments made to the proposed investment amounts based on actual project needs [2]. - The total investment for the high-precision mask production base construction project is RMB 140,465.97 million, with the adjusted amount for fundraising investment projects being RMB 118,700.94 million [2]. Summary of Capital Increase and Loan to Subsidiary - The company plans to increase capital in its subsidiary, Foshan Qingyi, by RMB 40,000 million, raising its registered capital from RMB 20,000 million to RMB 60,000 million [3][4]. - The funding source for this capital increase has been adjusted from self-owned funds to raised funds, with the loan duration until the completion of the investment project [4]. Basic Information of the Subsidiary - Foshan Qingyi was established on September 4, 2023, with a registered capital of RMB 20,000 million and is wholly owned by Shenzhen Qingyi Optoelectronics [4]. - The subsidiary's total assets are RMB 39,221.35 million, with net assets of RMB 19,531.37 million, and it reported a net loss of RMB 466.59 million [4]. Purpose and Impact of the Capital Increase and Loan - The use of raised funds for capital increase and loans is essential for the implementation of the investment project, enhancing the subsidiary's competitiveness and aligning with the company's long-term strategy [5][6]. Fundraising Management Post-Increase - The capital increase and loan will be deposited in a special account for raised funds, with strict adherence to regulatory agreements for effective management [5]. Approval Process - The board of directors and the supervisory board approved the use of raised funds for the capital increase and loan, which falls within the board's approval authority [5]. Supervisory Board Opinion - The supervisory board supports the use of raised funds for the capital increase and loan, viewing it as beneficial for the project's development and the company's long-term needs [5][6]. Sponsor's Verification Opinion - The sponsor confirms that the use of raised funds complies with relevant regulations and does not alter the intended use of funds or harm shareholder interests [6].