Securities code: 688062 securities abbreviation: Maiwei biotechnology Announcement No.: 2022-002 Maiwei (Shanghai) Biotechnology Co., Ltd
About using part of the temporarily idle raised funds for cash management
Announcement of
The board of directors and all directors of the company guarantee that there are no false records, misleading statements or major omissions in the contents of this announcement, and bear individual and joint liabilities for the authenticity, accuracy and completeness of its contents.
Maiwei (Shanghai) Biotechnology Co., Ltd. (hereinafter referred to as "the company") held the 14th meeting of the first board of directors and the 5th meeting of the first board of supervisors on February 8, 2022, and deliberated and adopted the proposal on using some temporarily idle raised funds for cash management, It is agreed that the company and its wholly-owned subsidiaries will use the temporarily idle raised funds up to RMB 2 billion for cash management to invest in financial products with high safety and good liquidity on the premise of ensuring the implementation of the investment projects with raised funds and the safety of the raised funds. Valid within 12 months from the date of deliberation and approval by the board of directors. Within the above-mentioned limit and term, the company can recycle and roll.
The board of directors of the company authorizes the management to exercise investment decision-making power and sign relevant documents within the validity of the above quota and resolution. The specific matters shall be organized and implemented by the Finance Department of the company. The independent directors of the company have expressed their independent opinions on this matter, the board of supervisors of the company has expressed their opinions on this matter, and the sponsor Haitong Securities Company Limited(600837) has issued their verification opinions on this matter.
1、 Basic information of raised funds
According to the reply on Approving the registration of initial public offering of Maiwei (Shanghai) Biotechnology Co., Ltd. (zjxk [2021] No. 3859) issued by China Securities Regulatory Commission and approved by Shanghai Securities Exchange
The exchange agrees that the company will publicly issue 99.9 million RMB ordinary shares to the public in January 2022, with an issue price of 34.80 yuan per share (RMB, the same below), and the total amount of funds raised is 3476.52 million yuan; After deducting the issuance expenses, the net amount of funds raised was 3303432200 yuan. The above raised funds have been verified by Ernst & Young Huaming Certified Public Accountants (special general partnership) and issued the capital verification report (Ernst & Young Huaming (2022) Yan Zi No. 614717b01).
In order to standardize the management and use of the company's raised funds and protect the rights and interests of investors, the company has established relevant special accounts for raised funds. All the raised funds have been deposited in the special account for raised funds opened with the approval of the board of directors of the company. The company and its wholly-owned subsidiaries have signed the supervision agreement for raised funds with the sponsor and the commercial bank storing the raised funds. For details, please refer to the website of Shanghai Stock Exchange (www.sse. Com. CN.) disclosed by the company on January 17, 2022 Announcement on the listing of Maiwei (Shanghai) Biotechnology Co., Ltd. on the science and innovation board for initial public offering of shares.
2、 Investment projects with raised funds
The investment projects and use plans of the funds raised by the company's initial public offering are as follows:
Unit: 10000 yuan
No. project name estimated total investment amount proposed to be invested in raised funds
1. Industrialization construction project with an annual output of 1000kg antibody 160151.70 120000.00
2 antibody drug R & D project 100000.00 100000.00
3. Supplementary working capital 78000.00 78000.00
Total 338151.70 298000.00
3、 Basic information of cash management using some temporarily idle raised funds
(I) investment purpose
In order to improve the use efficiency of raised funds, the company and its wholly-owned subsidiaries will reasonably use some temporarily idle raised funds for cash management, improve the use efficiency of raised funds and increase the return to shareholders without affecting the development of raised investment projects, the use plan of raised funds and ensuring the safety of raised funds.
(II) amount and term
On the premise of ensuring that the normal progress of the investment plan of the company's raised funds is not affected, the company and its wholly-owned subsidiaries intend to use the temporarily idle raised funds of no more than RMB 2 billion for cash management, and the service life is effective within 12 months from the date of deliberation and approval by the board of directors. Within the above limit and term, the funds can be used circularly and rolling.
(III) types of investment products
The company and its wholly-owned subsidiaries will strictly control risks in accordance with relevant regulations. The temporarily idle raised funds will only be invested in cash management products of low-risk investment varieties, and such cash management products shall not be used for pledge. The special settlement account for products (if applicable) shall not be used for non raised funds or other purposes, and shall not be used for investment for securities investment.
(IV) validity of the resolution
Valid within 12 months from the date of deliberation and approval by the board of directors.
(V) implementation mode
The board of directors of the company authorizes the management of the company to handle relevant matters and sign relevant documents according to the actual situation, including but not limited to: selecting qualified professional financial institutions, clarifying the amount and period of cash management, selecting products / business types, signing contracts and agreements, etc. The specific matters shall be organized and implemented by the Finance Department of the company.
(VI) information disclosure
The company will timely perform the obligation of information disclosure in accordance with the relevant provisions of Shanghai Stock Exchange and will not change the purpose of the raised funds in a disguised form.
(VII) distribution of cash management income
The proceeds obtained from the company and its wholly-owned subsidiaries using some temporarily idle raised funds for cash management will be used to make up the insufficient investment amount of the raised investment projects and the working capital required by the company's daily operation, and will be managed and used in strict accordance with the requirements of the CSRC and Shanghai Stock exchange on the regulatory measures for raised funds.
4、 Investment risk and risk prevention and control measures
(I) investment risk
Although the company chooses cash management products with low-risk investment varieties, the financial market is mainly affected by macro-economy such as monetary policy. The company will intervene appropriately according to the economic situation and changes in the financial market, but it does not rule out that the investment is affected by market fluctuations.
(II) risk control measures
1. The company will handle relevant cash management business in strict accordance with relevant laws and regulations such as the Listing Rules of Shanghai Stock Exchange science and innovation board, the articles of association and the company's raised funds management system, so as to ensure the effective development and standardized operation of cash management.
2. The company will timely analyze and track the investment direction of bank cash management products and project progress. Once adverse factors are found or judged, the company will timely take corresponding preservation measures to control investment risks.
3. The internal audit department of the company is responsible for auditing and supervising the use and custody of funds in this cash management. 4. Independent directors and the board of supervisors have the right to supervise and inspect the use of funds, and can hire professional institutions to audit when necessary.
5. The company will timely perform the obligation of information disclosure in accordance with relevant laws, regulations and normative documents.
5、 Impact on the company's operation
The company and its wholly-owned subsidiaries plan to use part of the temporarily idle raised funds for cash management on the premise of complying with national laws and regulations, ensuring the funds required for the company's raised investment projects and ensuring the safety of the raised funds, which will not affect the normal turnover of the company's daily funds and the normal operation of the projects invested by the raised funds, Nor will it affect the normal development of the company's main business. At the same time, timely cash management of some temporarily idle raised funds can improve the use efficiency of raised funds, increase the income of cash assets of the company and seek more return on investment for the shareholders of the company.
6、 Description of special opinions
(I) opinions of independent directors
The independent directors believe that on the premise of ensuring the safety of the raised funds, the company and its wholly-owned subsidiaries use the temporarily idle raised funds of no more than RMB 2 billion for cash management to purchase principal guaranteed financial products with high safety and good liquidity, The decision-making procedures for the above matters comply with the relevant provisions of the guidelines for the supervision of listed companies No. 2 - regulatory requirements for the management and use of raised funds by listed companies and the guidelines for the application of self regulatory rules for listed companies on the science and Innovation Board of Shanghai Stock Exchange No. 1 - standardized operation, which is conducive to improving the deposit income of idle raised funds, The company and its wholly-owned subsidiaries use part of the idle raised funds for cash management, which does not conflict with the implementation plan of the raised funds investment project, will not affect the construction of the raised funds investment project and the normal use of the raised funds, is in line with the interests of the company and all shareholders, and does not harm the interests of the company and all shareholders, especially minority shareholders. In conclusion, the independent directors agree that the company will use some temporarily idle raised funds for cash management.
(II) opinions of the board of supervisors
The board of supervisors believes that the company and its wholly-owned subsidiaries use the temporarily idle raised funds up to RMB 2 billion for cash management to purchase principal guaranteed financial products with high safety and good liquidity. The decision-making procedures for the above matters comply with relevant regulations and are conducive to improving the deposit income of idle raised funds, The company and its wholly-owned subsidiaries use part of the idle raised funds for cash management, which does not conflict with the implementation plan of the raised funds investment project, will not affect the construction of the raised funds investment project and the normal use of the raised funds, is in line with the interests of the company and all shareholders, and does not harm the interests of the company and all shareholders, especially minority shareholders. In conclusion, the board of supervisors agreed that the company would use some temporarily idle raised funds for cash management.
(III) opinions of the recommendation institution
The board of directors has reviewed and approved the procedures for the use of idle funds of the wholly-owned subsidiary, and the supervisors have approved the use of idle funds of the wholly-owned subsidiary. After the review of the board of directors, the supervisors have made clear the necessary opinions for the use of idle funds of the wholly-owned subsidiary; By investing in financial products with high safety and good liquidity, the company can improve the use efficiency of funds, does not involve changing the purpose of raised funds in disguise, and does not affect the normal progress of the investment plan of raised funds, Comply with the relevant provisions of the guidelines for the supervision of listed companies No. 2 - regulatory requirements for the management and use of raised funds by listed companies, the Listing Rules of Shanghai Stock Exchange's science and innovation board, the guidelines for the application of self regulatory rules of Shanghai Stock Exchange's science and Innovation Board Listed Companies No. 1 - standardized operation, and the company's fund-raising management system. The recommendation institution has no objection to the cash management of the company's use of some idle raised funds this time.
7、 Online announcement document
(I) independent opinions of independent directors of Maiwei (Shanghai) Biotechnology Co., Ltd. on relevant proposals of the 14th meeting of the first board of directors
(II) Haitong Securities Company Limited(600837) verification opinions on cash management of Maiwei (Shanghai) Biotechnology Co., Ltd. using some idle raised funds
It is hereby announced.
Board of directors of Maiwei (Shanghai) Biotechnology Co., Ltd. February 9, 2022
