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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使用部分募集资金向全资子公司提供借款以实施募投项目的核查意见

Summary of Key Points Core Viewpoint - The company intends to use part of the raised funds to provide loans to its wholly-owned subsidiary, Shenzhen Jinghua Zhixin Microelectronics Co., Ltd., to implement its fundraising projects, which aligns with its overall strategic planning and long-term interests [1][8]. Fundraising Basic Situation - The company raised a total of RMB 1,047,987,200.00 by issuing 16.64 million shares at RMB 62.98 per share, with a net amount of RMB 920,537,016.65 after deducting issuance costs [1][2]. Management and Use of Raised Funds - 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][9]. Fundraising Project Adjustments - The company has made adjustments to its fundraising projects, including extending the implementation period for certain projects to July 2027 and terminating others, such as the "High Precision PGA/ADC Signal Chain Chip Upgrade and Industrialization Project" [3][5]. Loan Provision Details - The company plans to provide a loan of up to RMB 35 million to its subsidiary, Jinghua Zhixin, to ensure the smooth implementation of the "Research and Development Center Construction Project" [5][6]. Loan Management and Usage - The loan will be managed in a dedicated account and can only be used for the specified fundraising projects, with the interest rate based on the latest one-year Loan Prime Rate (LPR) [6][9]. Approval Process - The board of directors approved the loan provision on July 29, 2025, and this decision falls within the board's authority, thus not requiring shareholder approval [7][9]. Sponsor's Verification Opinion - The sponsor has verified that the loan provision complies with relevant regulations and does not harm the interests of the company or its shareholders, ensuring that the fundraising plan remains intact [9][10].