Securities code: 300138 securities abbreviation: Chenguang Biotech Group Co.Ltd(300138) Announcement No.: 2022-013 Chenguang Biotech Group Co.Ltd(300138)
Announcement on using some idle raised funds to temporarily supplement working capital
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.
Chenguang Biotech Group Co.Ltd(300138) (hereinafter referred to as “the company”) held the 38th meeting of the Fourth Board of directors on February 19, 2022, deliberated and adopted the proposal on using some idle raised funds to temporarily supplement working capital, and agreed that the company, on the premise of ensuring the capital demand of the raised funds for investment projects, combined with the company’s business needs and financial situation, Use the temporarily idle raised funds of no more than 325 million yuan to temporarily supplement the working capital required for daily operation. The period shall not exceed 12 months from the date of deliberation and approval of this proposal by the board of directors, and will be returned to the special account for raised funds before expiration.
1、 Basic information of funds raised by public issuance of convertible corporate bonds
With the approval of China Securities Regulatory Commission’s CSRC permit (2019) No. 2571 document, Chenguang Biotech Group Co.Ltd(300138) Technology Group Co., Ltd. (hereinafter referred to as “the company” or ” Chenguang Biotech Group Co.Ltd(300138) “) publicly issues convertible corporate bonds with a total face value of 630 million yuan for a period of 6 years. The total amount of funds raised from the issuance of convertible corporate bonds is 630 million yuan. After deducting the issuance expenses related to the issuance of convertible corporate bonds of 10955660.36 yuan (excluding tax), the net amount of funds raised this time is 619044339.64 yuan. The above raised funds were put in place on June 23, 2020, verified and confirmed by Zhongshen Zhonghuan Certified Public Accountants (special general partnership), and a capital verification report of Zhonghuan Yanzi [2020] No. 020023 was issued. The company has set up a special account to store the raised funds. As of the announcement date, the use of the raised funds is as follows:
Unit: 10000 yuan
No. project name total investment raised funds of the project cumulative investment amount of net raised funds to be raised
1 Comprehensive Extraction of natural plants – 51648.43 45000.00 45000.00 12229.43 integration project (phase I)
2 supplementary working capital 18000.00 18000.00 16904.43 16905.37
Total: 69648.43 63000.00 61904.43 29134.80
Note: the above accumulated investment amount of raised funds includes the interest income generated during the deposit period of raised funds.
2、 Temporary replenishment of working capital with idle raised funds in the previous time
The company held the 32nd meeting of the 4th board of directors on May 28, 2021, deliberated and approved the proposal on using some idle raised funds to temporarily supplement working capital, and agreed that the company, on the premise of ensuring the capital demand of the investment projects with raised funds, combined with the production and operation demand and financial situation of the company, Use the temporarily idle raised funds of no more than 330 million yuan to temporarily supplement the working capital required for daily operation. The term shall not exceed 12 months from the date of the resolution of the board of directors, and will be returned to the special account for raised funds before expiration.
As of February 14, 2022, the company has returned all the above raised funds for temporary replenishment of working capital to the special account for raised funds, and the service life is not more than 12 months (for details, please refer to the relevant announcements disclosed by the company on cninfo.com on May 28, 2021 and February 14, 2022).
3、 Amount, term and description of temporarily replenishing working capital with some raised funds
The projects invested by raising funds need to be constructed step by step according to the plan, and some of the raised funds are idle during the period. In order to improve the use efficiency of the raised funds and reduce the company’s financial expenses, on the premise of ensuring the demand for the construction funds of the projects invested by the raised funds, according to the relevant provisions such as the guidelines for self discipline supervision of listed companies on Shenzhen Stock Exchange No. 2 – standardized operation of companies listed on GEM, The company plans to use the temporarily idle raised funds of no more than 325 million yuan of the “integrated natural plant extraction project (phase I)” to temporarily supplement the company’s working capital. The period shall not exceed 12 months from the date of the resolution of the board of directors. Before the expiration, it will be returned to the special account for raised funds on time. There is no behavior of changing the investment direction of raised funds in a disguised form.
During the period when the raised funds temporarily supplement the company’s working capital, the company will do a good job in the storage, management and use of the raised funds in strict accordance with the relevant provisions on the use and management of the raised funds. If the use progress of the raised funds is accelerated due to the need of the raised funds to invest in the project, the company will use its own funds to return them in time to ensure the implementation progress of the project.
The working capital temporarily supplemented by the company is limited to the daily operation related to the main business, and will not be directly or indirectly used for high-risk investments such as securities investment and derivatives trading. According to the temporary supplementary working capital, the raised capital is 325 million yuan, the service life is 12 months, and the one-year bank LPR loan interest rate is 3.70%, which can save about 12.025 million yuan of financial expenses.
4、 Relevant review and approval procedures
(I) deliberations of the board of directors
On February 19, 2022, the 38th meeting of the Fourth Board of directors of the company deliberated and approved the proposal on using part of the idle raised funds to temporarily supplement the working capital, and agreed that the company would temporarily supplement the working capital required for daily operation with the temporarily idle raised funds of no more than 325 million yuan of the “integrated natural plant extraction project (phase I)”, The time limit shall not exceed 12 months from the date of deliberation and approval of this proposal by the board of directors, and shall be returned to the special account for raised funds before expiration.
(II) opinions of the board of supervisors
On February 19, 2022, the 25th meeting of the 4th board of supervisors of the company deliberated and approved the proposal on using some idle raised funds to temporarily supplement working capital. The review opinion of the board of supervisors: in order to improve the use efficiency of raised funds, on the premise of ensuring the capital demand of the investment projects with raised funds, The company plans to temporarily supplement the working capital required for daily operation with the raised capital of no more than 325 million yuan temporarily idle in the “integrated natural plant extraction project (phase I)” for a period of no more than 12 months.
The voting procedures and implementation of the above matters comply with the relevant laws, regulations, normative documents and the articles of association of the company, such as the Listing Rules of GEM stocks of Shenzhen Stock Exchange, the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 2 – standardized operation of listed companies on GEM, etc, There is no situation that changing the investment direction of the raised funds in a disguised form will damage the rights and interests of the company and all shareholders (especially small and medium-sized shareholders), which is conducive to improving the use efficiency of the raised funds. It is agreed that the company will use the temporarily idle raised funds of no more than 325 million yuan to temporarily supplement the working capital for a period of no more than 12 months.
(III) opinions of independent directors
After review, the independent directors of the company expressed the following opinions: the company used the temporarily idle raised funds of no more than 325 million yuan of “integrated natural plant extraction project (phase I)” to temporarily supplement the working capital for a period of no more than 12 months, which is in line with the listing rules of Shenzhen Stock Exchange gem Relevant requirements such as self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 2 – standardized operation of companies listed on GEM; It will not affect the normal progress of the investment projects with raised funds, and there is no situation that changing the investment direction of raised funds in a disguised form will damage the rights and interests of the company and all shareholders (especially minority shareholders); It is conducive to improving the use efficiency of the raised funds and reducing the financial expenses of the company. It is agreed that the company will use the temporarily idle raised funds of no more than 325 million yuan to temporarily supplement the working capital for a period of no more than 12 months.
(IV) opinions of the recommendation institution
After verification, the sponsor believes that all the raised funds of the company’s previous temporary replenishment of liquidity funds have been returned to the special account of raised funds before expiration, and the company’s use of the temporarily idle raised funds of no more than 325 million yuan of “natural plant comprehensive extraction integration project (phase I)” to temporarily replenish the liquidity required for daily operation has been approved by the board of directors The board of supervisors deliberated and approved it, and the independent directors expressed their independent opinions and fulfilled the necessary examination and approval procedures. On the premise of ensuring the normal progress of the fund demand and use plan of the raised funds for the investment projects, the use of some raised funds to temporarily supplement the working capital required for daily operation will not affect the normal progress of the company’s raised funds investment projects, and there is no behavior of changing the investment direction of the raised funds in a disguised form, Comply with the relevant provisions of Shenzhen Stock Exchange self regulatory guidelines for listed companies No. 2 – standardized operation of GEM listed companies and the company’s measures for the administration of raised funds. The recommendation institution has no objection to the company’s use of some idle raised funds to temporarily supplement working capital.
5、 Documents for future reference
Resolution of the 38th meeting of the Chenguang Biotech Group Co.Ltd(300138) Fourth Board of directors
Resolution of the 25th meeting of the Chenguang Biotech Group Co.Ltd(300138) Fourth Board of supervisors
Independent opinions of Chenguang Biotech Group Co.Ltd(300138) independent directors on the company’s use of some idle raised funds to temporarily supplement working capital
Verification opinions of Central China Securities Co.Ltd(601375) on Chenguang Biotech Group Co.Ltd(300138) using some idle raised funds to temporarily supplement working capital
It is hereby announced
Chenguang Biotech Group Co.Ltd(300138) board of directors
February 21, 2022
