中信建投证券股份有限公司 关于苏州华之杰电讯股份有限公司 （天健验〔2025〕 使用自有资金及银行承兑汇票等方式支付募投项目 部分款项并以募集资金等额置换的核查意见 中信建投证券股份有限公司（以下简称"中信建投"、"保荐人"）作为苏州 华之杰电讯股份有限公司（简称"华之杰"、"公司"）首次公开发行股票并在主 板上市的保荐人，根据《证券发行上市保荐业务管理办法》《上市公司募集资金 监管规则》 《上海证券交易所股票上市规则》 《上海证券交易所上市公司自律监管 指引第 1 号——规范运作》等有关法律法规和规范性文件的规定，对华之杰使用 自有资金及银行承兑汇票等方式支付募投项目部分款项并以募集资金等额置换 的事项进行了审慎核查，具体情况如下： 一、募集资金基本情况 中国证券监督管理委员会于 2025 年 4 月 9 日出具《关于同意苏州华之杰电 讯股份有限公司首次公开发行股票注册的批复》 （证监许可〔2025〕761 号），同 意公司向社会公众发行股票的注册申请。公司已向社会公众发行人民币普通股 （A 股）25,000,000 股，每股发行价格人民币 19.88 元，募集资金总额人民币 集资金净额为 444,164, ...

Meeting Overview - The third session of the Supervisory Board held its 11th meeting, which was conducted both in-person and via communication methods [1] - The meeting's resolutions were deemed legally valid according to relevant regulations [1] Fund Utilization Adjustments - The company plans to adjust the amount of raised funds allocated to the "Annual Production of 86.5 Million Electric Tool Smart Components Expansion Project" from 486.08 million yuan to 444.16 million yuan due to a shortfall in actual raised funds [1] - The adjustment does not change the intended use of the funds and is based on the company's operational needs and future development plans [1] Issuance Costs and Fund Replacement - As of July 16, 2025, the company has pre-paid issuance costs amounting to 5.28 million yuan, with 551.96 thousand yuan paid from self-raised funds [2][3] - The Supervisory Board confirmed that the replacement of raised funds for previously paid issuance costs complies with regulations and does not affect the normal implementation of investment projects [2][3] Cash Management Plans - The company intends to use idle raised funds up to 350 million yuan and idle self-owned funds up to 200 million yuan for cash management, with a validity period of 12 months [4] - The cash management products will be low-risk and high-liquidity, ensuring the safety and efficiency of fund usage [4] Loan to Subsidiary - The company plans to provide an interest-free loan of up to 389.36 million yuan to its wholly-owned subsidiary, Zhangjiagang Huajie Electronics Co., Ltd., to support the expansion project [5] - This loan aligns with the company's funding plan and does not alter the intended use of raised funds [5] Changes in Company Structure - The company has completed its public offering of 25 million shares and has changed its status to a publicly listed company [6] - The company will no longer have a Supervisory Board, with its functions transferred to the Audit Committee of the Board of Directors [7][8] Profit Distribution Plan - The company proposes a cash dividend of 0.40 yuan per share, totaling 40 million yuan, which represents 90.27% of the net profit attributable to shareholders for Q1 2025 [9] - This distribution plan is in accordance with legal regulations and the company's profit distribution policy [9]

Core Viewpoint - The company has approved the use of part of the raised funds to provide interest-free loans to its wholly-owned subsidiary for the implementation of a fundraising investment project aimed at expanding the production of smart components for electric tools [1][5]. Fundraising Overview - The company raised a total of RMB 497 million by issuing 25 million shares at a price of RMB 19.88 per share, after deducting issuance costs [2]. - The funds are to be used entirely for the fundraising investment project, specifically the "Annual Production of 86.5 Million Smart Components for Electric Tools Expansion Project" [2][5]. Loan Details - The company will provide a loan of up to RMB 389.3644 million to its subsidiary, Zhangjiagang Huajie Electronics Co., Ltd., to facilitate the implementation of the fundraising investment project [1][3]. - The loan is to be repaid in installments or renewed based on the subsidiary's operational conditions after the loan term [3]. Subsidiary Information - Zhangjiagang Huajie Electronics Co., Ltd. has a registered capital of RMB 52.2121 million and was established on September 25, 2003 [4]. - The subsidiary's recent financial data shows total assets of RMB 720.4876 million and net assets of RMB 391.4507 million, with a revenue of RMB 201.1148 million and a net profit of RMB 22.1839 million for the most recent quarter [4]. Purpose and Impact of the Loan - The loan aims to ensure the smooth implementation of the fundraising investment project, aligning with the company's long-term planning and development needs [5][6]. - The company maintains control over the subsidiary's operations during the loan period, ensuring manageable financial risks [5]. Fund Management Post-Loan - The raised funds will be stored in a special account approved by the company's board, with strict adherence to regulatory requirements for fund usage and disclosure [5][6]. - The company and its subsidiary will comply with relevant laws and regulations regarding the management of the raised funds [5][6]. Approval Process - The board and supervisory committee approved the loan proposal during meetings held on July 16, 2025, and the matter did not require shareholder approval [5][6]. - The supervisory committee and sponsor have both expressed their agreement with the loan's purpose and compliance with regulations [6][7].

Summary of Key Points Core Viewpoint - The company intends to utilize part of its idle raised funds and self-owned funds for cash management, aiming to enhance fund efficiency and ensure the preservation and appreciation of cash for the benefit of all shareholders [1][5][7]. Fundraising Basic Situation - The company has received approval from the China Securities Regulatory Commission for its initial public offering, raising a total of RMB 497 million by issuing 25 million shares at RMB 19.88 each [2][3]. Investment Project Situation - The raised funds will be fully allocated to investment projects, with a total investment amount of RMB 48.61 million for the production expansion of electric tools and smart components [3][4]. Cash Management Details - **Purpose**: The cash management will involve low-risk, high-liquidity financial products with a maximum investment period of 12 months, including structured deposits and large certificates of deposit [4][5]. - **Management Limits**: The maximum daily balance for idle raised funds is set at RMB 350 million, while for idle self-owned funds, it is RMB 200 million, both of which can be rolled over [4][6]. - **Approval Process**: The board and supervisory committee have approved the cash management proposal, which will be submitted for shareholder approval [6][7]. Impact on the Company - The cash management initiative is designed to ensure that it does not affect the normal operation of fundraising investment projects, thereby enhancing fund efficiency and safeguarding shareholder interests [5][6][7]. Supervisory and Sponsor Opinions - The supervisory committee and sponsor have expressed that the cash management plan is compliant with regulations and will not harm the interests of the company or its shareholders [7].

Group 1 - Huazhi Jie officially listed on the Shanghai Stock Exchange on June 20, 2025, marking the fourth IPO for Yida Capital in 2025 [1] - Founded in 2001 and headquartered in Suzhou, the company specializes in providing intelligent, safe, and precise key functional components for electric tools and consumer electronics [1][3] - The company has developed a core technology combination of 32 items, including low-resistance, low-heat dual MOSFET circuit technology, non-disassembly update program burning technology, and dual motor and control system technology, which can be expanded to smart home and new energy vehicles [1][3] Group 2 - Huazhi Jie has established four manufacturing bases in Suzhou, Zhangjiagang, Vietnam, and Monterrey, Mexico, with a global layout covering nearly 100,000 square meters and over 1,000 employees [3] - The company's products are widely used in various fields, including electric tools, consumer electronics, home appliances, garden tools, new energy storage, and industrial control, and it has formed long-term stable partnerships with well-known brands [3] - The company has accumulated over 280 authorized effective patents and participated in drafting nearly 20 industry standards, establishing itself as one of the "Top 100 Electronic Component Enterprises in China" [3] Group 3 - The funds raised from the public offering will be used for expanding production capacity to 86.5 million pieces of electric tool intelligent components, aiming to enhance product upgrades and production efficiency [4] - The listing journey of Huazhi Jie represents not only the company's leap in development but also the rise of China's intelligent control industry amid the dual drive of new energy and intelligence [4] - Yida Capital invested in Huazhi Jie in 2022, recognizing the founder's entrepreneurial spirit and the management team's international vision, which has laid a solid foundation for the company's long-term competitiveness [6]

Core Viewpoint - The article discusses the recent IPOs of three companies: Xintong Electronics, Huazhi Jie, and Xinhenghui, highlighting their business models, funding plans, and market positions. Group 1: Xintong Electronics - Xintong Electronics is a provider of industrial IoT smart terminals and system solutions, focusing on power and communication sectors, and has been recognized as a national-level "little giant" enterprise [2] - The company plans to raise funds for projects including a transmission line inspection and big data analysis platform (2.094 billion), maintenance base construction (0.527 billion), R&D center (0.528 billion), and working capital (1.600 billion) [4][5] - In 2024, the main revenue sources are projected to be from transmission line inspection systems (6.51 billion, 64.88%), substation auxiliary control systems (1.53 billion, 15.24%), and mobile smart terminals (1.02 billion, 10.17%) [5] - Xintong has established long-term partnerships with major clients like State Grid and Southern Power Grid, with nearly 50% of its revenue coming from State Grid in 2024 [5] Group 2: Huazhi Jie - Huazhi Jie operates in the smart control industry, supplying key components for power tools and consumer electronics, including smart switches and brushless motors [7] - The company plans to use raised funds primarily for the production of 86.5 million smart components (4.26 billion, 87.66%) and for working capital (0.60 billion, 12.34%) [11] - Approximately 40% of Huazhi Jie's revenue comes from domestic sales, while 60% is from international markets, with significant partnerships with well-known companies [12] Group 3: Xinhenghui - Xinhenghui is an integrated circuit company focusing on chip packaging materials, with major business areas including smart card and etching lead frame businesses [12] - The company plans to allocate funds for high-density QFN/DFN packaging material projects (4.56 billion, 87.92%) and R&D center upgrades (0.63 billion, 12.08%) [13] - Xinhenghui has established long-term relationships with major security chip design firms and is a significant supplier in the smart card module market, holding a market share of 20.71% in 2022 [14]

Group 1: New IPO - Huazhi Jie - Huazhi Jie is positioned in the intelligent control industry, focusing on providing smart, safe, and precise key components for electric tools and consumer electronics [2] - The company primarily engages in the R&D, production, and sales of components for electric tools and consumer electronics, including smart switches, smart controllers, brushless motors, and precision structural parts [2] - The IPO price is set at 19.88 yuan per share, with an institutional offering price of 19.98 yuan per share, resulting in a market capitalization of 14.91 billion yuan [4] - The company has a P/E ratio of 13.05, significantly lower than the industry average of 34.45, indicating potential undervaluation compared to peers [4] - The funds raised will be allocated to expand production capacity for 86.5 million electric tool smart components, with an investment of 4.26 billion yuan, and to supplement working capital with 0.60 billion yuan [7] - Approximately 40% of the company's revenue comes from domestic operations, while 60% is generated from international markets, highlighting a strong export orientation [8] Group 2: New IPO - Jiaoda Tiefa - Jiaoda Tiefa specializes in the R&D, production, and sales of intelligent products and equipment for rail transit, along with providing professional technical services [9] - The company’s products and services are widely used in high-speed rail, conventional rail, and urban rail transit, with major clients including China National Railway Group and China Railway Construction Corporation [9][11] - The company plans to invest in new projects, including a production facility for rail transit intelligent products with an investment of 0.60 billion yuan and a R&D center with an investment of 0.51 billion yuan [11] - The actual controller of Jiaoda Tiefa is Wang Pengxiang, who holds a 13.99% direct stake and controls a total of 41.05% of the voting rights through various agreements [12]