Fundraising Overview - The company raised a total of RMB 1,047,987,200.00 from the issuance of 16.64 million shares at a price of RMB 62.98 per share, with a net amount of RMB 920,537,016.65 after deducting issuance costs [1][2] - All raised funds have been deposited into a special account approved by the board of directors, and a tripartite supervision agreement has been signed with the sponsor and the supervising bank [2] Project Status - As of May 31, 2025, the company has invested RMB 19,993.20 million in the "Smart Health Medical ASSP Chip Upgrade and Industrialization Project," which represents 26.66% of the planned investment of RMB 75,000.00 million [2] - The company has been using its own funds and acceptance bills to pay for project-related expenses, with plans to replace these with raised funds in subsequent quarters [2] Project Delays - The company plans to adjust the expected completion dates for its fundraising projects due to the semiconductor market's cyclical adjustments and structural demand declines, as well as the rapid technological iterations in the industry [4][22] - The company has decided to delay the purchase of office space due to the overall downturn in the real estate market since 2022, opting to conduct project research and development in existing facilities [5] Project Necessity and Feasibility - The "Smart Health Medical ASSP Chip Upgrade and Industrialization Project" is deemed necessary due to the increasing importance of national health and the government's strategic push for health initiatives [6] - The project aligns with national policies promoting the health industry and is supported by local government initiatives, creating favorable conditions for implementation [6][12] Termination of Project - The "High-Precision PGA/ADC Signal Chain Chip Upgrade and Industrialization Project" is proposed to be terminated due to the unfavorable market conditions and the high competition in the semiconductor industry [13][14] - The remaining funds of RMB 15,284.06 million from the terminated project will be kept in the special account and used for new projects with strong profitability and growth potential [16] Adjustments to Project Implementation - The company plans to increase the scope of the "R&D Center Construction Project" to include the development of smart home control chips, reflecting a strategic shift towards the smart home market [19][20] - The implementation will now involve a wholly-owned subsidiary, Shenzhen Jinghua Zhixin Microelectronics Co., Ltd., to optimize resource allocation and ensure project success [17][19] Regulatory Compliance - The adjustments to the fundraising projects have been approved by the board and supervisory committee and will be submitted for shareholder approval, ensuring compliance with relevant regulations [21][24] - The company emphasizes that these changes will not adversely affect its normal operations or shareholder interests, aligning with its long-term strategic goals [22][23]
晶华微: 国泰海通证券股份有限公司关于杭州晶华微电子股份有限公司募投项目延期、终止以及增加实施内容、实施主体、实施地点的核查意见