Minsheng Securities Co., Ltd
About Guangdong Vtr Bio-Tech Co.Ltd(300381) use
Verification opinions on temporarily replenishing working capital with some idle raised funds
Minsheng Securities Co., Ltd. (hereinafter referred to as "Minsheng securities" or "recommendation institution") as a recommendation institution for Guangdong Vtr Bio-Tech Co.Ltd(300381) (hereinafter referred to as " Guangdong Vtr Bio-Tech Co.Ltd(300381) " or "company") to publicly issue convertible corporate bonds, in accordance with the measures for the administration of securities issuance and listing recommendation business The requirements of relevant laws, regulations and normative documents such as the guidelines for the supervision of listed companies No. 2 - regulatory requirements for the management and use of raised funds by listed companies, the guidelines for the recommendation of Listed Companies in Shenzhen Stock Exchange, the stock listing rules of Shenzhen Stock Exchange, and the guidelines for the standardized operation of companies listed on the gem of Shenzhen Stock Exchange, The company has checked the temporary replenishment of working capital with some idle raised funds. The specific verification is as follows: I. Basic information of raised funds
Approved by the reply on approving Guangdong Vtr Bio-Tech Co.Ltd(300381) public issuance of convertible corporate bonds (zjxk [2018] No. 1625) of China Securities Regulatory Commission, the company publicly issues convertible corporate bonds with a total face value of 664967700 yuan for a period of 6 years. After deducting the underwriting fee, recommendation fee and other issuance expenses totaling RMB 20353500, the total net amount of funds raised is RMB 644614200. The above raised funds were in place on December 29, 2018, verified by Ruihua Certified Public Accountants (special general partnership) and issued a capital verification report of Ruihua Yan Zi [2019] No. 40020001. The company implements special account management for the deposit and use of raised funds.
2、 Use of raised funds
According to the prospectus for the public offering of convertible corporate bonds on the Guangdong Vtr Bio-Tech Co.Ltd(300381) gem, the investment projects of the company's raised funds, the use plan and use of the raised funds are as follows: unit: 10000 yuan
S / n project name raised funds commitment raised funds cumulative total amount invested
1. Food grade biological enzyme preparation project with an annual output of 15000 tons 17884.76 16755.91
2. 20000 tons of biological enzyme preparation project 22660.78 4498.68
3. The project of steroid drugs and intermediates with an annual output of 1200 tons 17383.23 25244.57
8568.00% equity acquisition of Changsha Weishi Technology Co., Ltd
Total 66496.77 55067.15
3、 Return of working capital temporarily supplemented by idle raised funds in the previous time
On January 22, 2021, the company held the 51st meeting of the 6th board of directors and the 40th meeting of the 6th board of supervisors, deliberated and adopted the proposal on using some idle raised funds to temporarily supplement working capital, and agreed to use the idle raised funds of 150 million yuan to temporarily supplement working capital, with a service life of no more than 12 months from the date of approval by the board of directors. As of February 8, 2022, all the above raised funds have been returned and deposited into the special account for raised funds of the company, and the announcement on returning raised funds (Announcement No.: 2022-014) was disclosed on February 9, 2022.
4、 Temporary replenishment of working capital with idle raised funds this time
(I) the plan of temporarily replenishing working capital by using some idle raised funds this time
In order to improve the use efficiency of raised funds, reduce financial costs and alleviate the demand pressure of working capital, the company plans to use some idle raised funds with a total amount of no more than 90 million yuan to temporarily supplement working capital. The service life of the above idle raised funds used to temporarily supplement working capital shall not exceed 12 months from the date of approval by the board of directors, The raised funds shall be returned to the special account for raised funds of the company in batches according to the use progress of the raised funds.
(II) rationality and necessity of temporarily replenishing working capital with some idle raised funds this time
According to the construction progress of the project invested by the raised funds and the stage of later project construction, some of the raised funds are temporarily idle within a certain period of time. With the continuous expansion of the company's production and operation scale, the demand for working capital in operation continues to increase. The company uses some idle raised funds to supplement the working capital temporarily. According to the calculation of the bank loan interest rate in the same period (calculated by 4.35% of the benchmark one-year loan interest rate), the interest expenditure of the company can be reduced by 3.915 million yuan. Therefore, the use of some idle raised funds to temporarily supplement working capital is conducive to solving the temporary demand for working capital, improving the use efficiency of raised funds, reducing financial expenses and improving the operating efficiency of the company, which is in line with the development needs of the company and the interests of all shareholders.
(III) other instructions for temporarily replenishing working capital with some idle raised funds this time
The company will temporarily supplement working capital with idle raised funds this time, and will do a good job in the storage, management and use of raised funds in strict accordance with the relevant provisions of the management measures for the use of raised funds. At the same time, the company promises to use some idle raised funds to temporarily supplement working capital to ensure that the following conditions are met:
(1) There is no change or disguised change in the purpose of the raised funds;
(2) If the accelerated construction of the project leads to the early use of the raised funds, the company will use its own funds to return them to the special account of the raised funds at any time, so as to ensure the progress of the project and not affect the normal operation of the investment project with raised funds;
(3) It is limited to the production and operation related to the main business, and is not used for high-risk investments such as securities investment and derivatives trading through direct or indirect arrangements;
(4) Before the due date of this supplementary working capital, the fund shall be returned to the special account for raised funds in time.
5、 Relevant approval procedures for temporarily replenishing working capital with some idle raised funds this time
The company's use of some idle raised funds to temporarily supplement working capital has been deliberated and approved at the 14th meeting of the 7th board of directors and the 10th meeting of the 7th board of supervisors, and the independent directors have expressed their independent opinions with explicit consent.
6、 Verification opinions of the recommendation institution
The sponsor Minsheng securities checked the temporary replenishment of working capital by Guangdong Vtr Bio-Tech Co.Ltd(300381) using some idle raised funds. The verification opinions are as follows:
The company's use of some idle raised funds to temporarily supplement working capital has been deliberated and approved by the board of directors and the board of supervisors. The independent directors have expressed their independent opinions with explicit consent and fulfilled the necessary internal decision-making procedures. The use of some idle raised funds to temporarily supplement working capital is conducive to improving the use efficiency of raised funds, reducing the company's financial expenses and improving the company's operating performance. There is no change in the purpose of raised funds in a disguised manner, which will not affect the normal operation of the investment projects of raised funds, and is in line with the measures for the administration of securities issuance and listing recommendation business Regulatory guidelines for listed companies No. 2 - regulatory requirements for the management and use of raised funds by listed companies, guidelines for the recommendation of Listed Companies in Shenzhen Stock Exchange, stock listing rules of Shenzhen Stock Exchange, guidelines for the standardized operation of companies listed on the gem of Shenzhen Stock Exchange and other relevant provisions.
In conclusion, Minsheng securities agrees that the company will use some idle raised funds to temporarily supplement working capital. (no text below)
(there is no text on this page, which is the signature page of the verification opinions of Minsheng Securities Co., Ltd. on Guangdong Vtr Bio-Tech Co.Ltd(300381) using some idle raised funds to temporarily supplement working capital)
Sponsor representative:
Wang Gang, Jiang Hongya
Minsheng Securities Co., Ltd
