Stock Code: 300381 stock abbreviation: Guangdong Vtr Bio-Tech Co.Ltd(300381)
Bond Code: 123018 bond abbreviation: profit convertible bond Announcement No.: 2022-019 Guangdong Vtr Bio-Tech Co.Ltd(300381)
Announcement on temporarily replenishing working capital with some idle raised funds
The company and all members of the board of directors guarantee that the information disclosed is true, accurate and complete without false records, misleading statements or major omissions.
Guangdong Vtr Bio-Tech Co.Ltd(300381) (hereinafter referred to as "the company") convened the 14th meeting of the 7th board of directors and the 10th meeting of the 7th board of supervisors on February 18, 2022, and deliberated and adopted the proposal on using some idle raised funds to temporarily supplement working capital. In order to improve the use efficiency of the raised funds, it is proposed to temporarily supplement the working capital with the idle raised funds of 90 million yuan. The service life shall not exceed 12 months from the date of deliberation and approval by the board of directors, and will be returned to the special account for the raised funds at the expiration of the term. The details are as follows:
1、 Basic information of funds raised by public issuance of convertible corporate bonds
Approved by the reply on approving Guangdong Vtr Bio-Tech Co.Ltd(300381) public issuance of convertible corporate bonds (zjxk [2018] No. 1625) of the 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 of 20353500 yuan, The net amount of raised funds is 644614200 yuan. The above funds were in place on December 29, 2018, and have been verified by Ruihua Certified Public Accountants (special general partnership) and issued a capital verification report (rhyz [2019] No. 40020001).
According to the purpose of the raised funds disclosed in the prospectus for the public offering of convertible corporate bonds on the gem, the investment projects of the raised funds are as follows:
Unit: 10000 yuan
S / n project name total investment fund raising commitment
Total investment
1. 15000 tons of food grade biological enzyme preparation project 25000.00 17884.76
2. 20000 tons of biological enzyme preparation project 25000.00 22660.78
3. Steroidal drugs and intermediates with an annual output of 1200 tons 20000.00 17383.23
4. Acquisition of 51% equity of Changsha Shiwei Technology Co., Ltd. 8568.00 8568.00
Total 78568.00 66496.77
2、 Use of funds raised this time
On January 18, 2019, the company held the 24th Meeting of the 6th board of directors and the 18th meeting of the 6th board of supervisors, deliberated and approved the proposal on using raised funds to replace self raised funds invested in raised investment projects in advance, and agreed to use raised funds to replace self raised funds invested in raised investment projects in advance of RMB 146.1487 million, For details, please refer to the announcement on using raised funds to replace self raised funds invested in raised investment projects in advance (Announcement No.: 2019-009) disclosed by the company on cninfo.com on January 19, 2019. On August 14, 2020, the company held the 44th interim meeting of the 6th board of directors and the 37th interim meeting of the 6th board of supervisors, deliberated and adopted the proposal on changing the investment scale of some raised investment projects and adjusting the investment of raised funds, The raised fund of RMB 100 million originally planned to be used in the "20000 tons of biological enzyme preparation project" is adjusted and invested in the "1200 tons of steroidal drugs and intermediates project" (i.e. the "20000 tons of biological enzyme preparation project" from RMB 250 million to RMB 150 million, and the "1200 tons of steroidal drugs and intermediates project" From 200 million yuan to 300 million yuan), the difference between the raised funds and the total investment of the project shall be invested by the company with its own funds. For details, see the announcement on changing the investment scale of some raised investment projects and adjusting the investment of raised funds disclosed by the company on cninfo.com on August 15, 2020 (Announcement No.: 2020-114).
As of the disclosure date of this announcement, the company has used a total of 550671500 yuan of raised funds (including 146148700 yuan of raised funds for replacement). After deducting 20353500 yuan of underwriting fees, recommendation fees and other issuance expenses, the balance of raised funds is 96017500 yuan (including interest income). The cumulative investment of the raised funds into the projects invested by the raised funds is as follows:
Unit: 10000 yuan
No. project raised funds commitment accumulated raised funds
Total investment amount
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 12660.78 4498.68
3. Steroidal drugs and intermediates with an annual output of 1200 tons 27383.23 25244.57
4. Acquisition of 51% equity of Changsha Shiwei Technology Co., Ltd. 8568.00 8568.00 project
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.
The company uses idle raised funds to temporarily supplement working capital, and there is no behavior of changing the investment direction of raised funds in a disguised form. At the same time, the company 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. If the actual implementation progress of the fund-raising project exceeds the expectation due to development needs, the company will use its own funds and bank loans to repay it in time at any time to ensure the normal progress of the fund-raising project. At the same time, the company promises not to use idle raised funds for securities investment, and the temporarily replenished working capital is limited to the production and operation related to the main business, and will not be used for the placement and purchase of new shares, or for the trading of stocks and their derivatives, convertible corporate bonds, etc. through direct or indirect arrangements. During the temporary use of some idle raised funds to supplement working capital, no high-risk investment and no external financial assistance will be provided. 5、 Relevant approval procedures and audit opinions
(I) deliberations of the board of directors
The 14th meeting of the 7th board of directors of the company deliberated and approved the proposal on using some idle raised funds to temporarily supplement working capital, and agreed to temporarily supplement working capital with idle raised funds of 90 million yuan, with a service life of no more than 12 months from the date of approval by the board of directors.
(II) opinions of independent directors
After deliberation, the independent directors believe that the use of some idle raised funds to temporarily supplement working capital is conducive to improving the use efficiency of the company's raised funds and reducing the company's financial expenses, and the relevant decision-making procedures comply with the guidelines for the standardized operation of companies listed on the gem of Shenzhen Stock Exchange The relevant provisions of laws and regulations 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 do not conflict with the implementation plan of the raised funds project, do not affect the normal progress of the raised funds investment project, and do not change the investment direction of the raised funds in a disguised manner and damage the interests of shareholders. We agree to raise 90 million yuan of idle capital for the time being.
(III) opinions of the board of supervisors
The 10th meeting of the 7th board of supervisors of the company deliberated and approved the proposal on temporarily replenishing working capital with some idle raised funds. The supervisors attending the meeting believed that the company temporarily replenished working capital with some idle raised funds to meet the needs of the company's production and operation for working capital and improve the use efficiency of idle raised funds, It will not affect the normal progress of the fund-raising projects, meets the requirements of the company law, the guidelines for the supervision of listed companies No. 2 - regulatory requirements for the management and use of the raised funds of listed companies, the guidelines for the standardized operation of companies listed on the gem of Shenzhen Stock Exchange, the articles of association and other relevant laws, regulations and normative documents, and has fulfilled the necessary review procedures, In line with the interests of the company and all shareholders. Therefore, it is agreed that the company will use some idle raised funds to supplement working capital temporarily.
(IV) verification opinions of the recommendation institution
Minsheng Securities Co., Ltd., the sponsor of the company, checked the temporary use of some idle raised funds to supplement working capital, and issued verification opinions:
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 Guidelines for the supervision of listed companies No. 2 - regulatory requirements for the management and use of raised funds by listed companies, 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.
6、 Documents for future reference
1. Resolutions of the 14th meeting of the 7th board of directors;
2. Independent opinions of independent directors on matters related to the 14th meeting of the seventh board of directors;
3. Resolutions of the 10th meeting of the 7th board of supervisors;
4. 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.
It is hereby announced.
Guangdong Vtr Bio-Tech Co.Ltd(300381) board of directors
February 19, 2022
