Central China Securities Co.Ltd(601375)
About Chenguang Biotech Group Co.Ltd(300138)
Verification opinions on temporarily replenishing working capital with some idle raised funds
Central China Securities Co.Ltd(601375) (hereinafter referred to as ” Central China Securities Co.Ltd(601375) ” or “recommendation institution”) as a recommendation institution for Chenguang Biotech Group Co.Ltd(300138) (hereinafter referred to as ” Chenguang Biotech Group Co.Ltd(300138) ” and “company”) to publicly issue convertible bonds, in accordance with the measures for the administration of securities issuance and listing recommendation business and the rules for the listing of shares on the gem of Shenzhen Stock Exchange The self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 2 – standardized operation of companies listed on the gem and other relevant provisions have carefully verified the temporary replenishment of working capital by Chenguang Biotech Group Co.Ltd(300138) using some idle raised funds. The verification conditions and opinions are as follows:
1、 Basic information of raised funds
With the approval of the CSRC’s zjxk [2019] No. 2571 document, Chenguang Biotech Group Co.Ltd(300138) publicly issues convertible corporate bonds with a total face value of 630 million yuan for a period of six 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 availability of the above raised funds has been verified and confirmed by Zhongshen Zhonghuan Certified Public Accountants (special general partnership), and a capital verification report (Zhong Huan Yan Zi [2020] No. 020023) has been issued. The company has set up a special account for the raised funds.
2、 Use of raised funds
As of the date of issuance of this verification opinion, the specific use of funds raised by public issuance of convertible corporate bonds 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
3、 Return of temporary replenishment of working capital with some idle raised funds used in the previous time
The company held the 32nd meeting of the 4th board of directors on May 28, 2021, and deliberated and adopted the proposal on using some idle raised funds to temporarily supplement working capital. It is agreed that the company will temporarily supplement the working capital required for daily operation with the temporarily idle raised capital of no more than 330 million yuan on the premise of ensuring the capital demand of the raised capital investment project, combined with the production and operation demand and financial situation of the company. 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 capital before the 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 has not exceeded 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.
4、 The plan and rationality of temporarily replenishing working capital with some idle raised funds this time
In order to improve the use efficiency of the raised funds and reduce the company’s financial expenses, on the premise of ensuring the capital demand for the construction of the investment projects with raised funds and the normal progress of the investment projects with raised funds, in accordance with the guidelines for self discipline supervision of listed companies on Shenzhen Stock exchange No. 2 – standardized operation of companies listed on GEM and other relevant provisions, The company plans to temporarily supplement the working capital of the company with the raised capital of no more than 325 million yuan of the “natural plant comprehensive extraction integration project (phase I)”. The service life shall not exceed 12 months from the date when the proposal is considered and approved by the board of directors. It will be returned to the special account of raised capital on time before the expiration. There is no behavior of changing the investment direction of raised capital in a disguised form. During the period when the raised funds temporarily supplement the company’s working capital, the company promises to do a good job in the storage, management and use of the raised funds in strict accordance with the relevant provisions of the measures for the use and management of the raised funds. If the implementation progress of the raised investment project exceeds the expectation, the company promises to return it with its own funds in time to ensure the implementation progress of the project.
The company promises that the temporarily replenished working capital 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.
5、 Relevant review and approval procedures
(I) deliberations of the board of directors
The company held the 38th meeting of the 4th board of directors, deliberated and approved the proposal on using some idle raised funds to temporarily supplement working capital, and agreed to use the temporarily idle raised funds of no more than 325 million yuan of “natural plant comprehensive extraction integration project (phase I)” to temporarily supplement the working capital required for daily operation, The time limit shall not exceed 12 months from the date of deliberation and approval of this proposal by the board of directors.
(II) opinions of the board of supervisors
The company held the 25th meeting of the 4th board of supervisors and deliberated and adopted the proposal on using some idle raised funds to temporarily supplement working capital. The board of supervisors held that 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
The independent directors of the company believe that the company uses 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 GEM stocks of Shenzhen stock exchange 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.
6、 Verification 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.
(there is no text on this page, which is the signature page of Central China Securities Co.Ltd(601375) verification opinions on temporarily replenishing working capital with some idle raised funds in Chenguang Biotech Group Co.Ltd(300138) ) sponsor representative:
Zhong Jiangang Feng Jiangtao
Central China Securities Co.Ltd(601375) February 19, 2022
