China Merchants Securities Co.Ltd(600999)
About Maccura Biotechnology Co.Ltd(300463)
Use the raised funds to replace the self raised funds invested in the raised investment projects in advance and paid the issuance expenses, and use some idle raised funds for cash management
Verification opinions
China Merchants Securities Co.Ltd(600999) (hereinafter referred to as " China Merchants Securities Co.Ltd(600999) " or "sponsor") as a sponsor of Maccura Biotechnology Co.Ltd(300463) (hereinafter referred to as " Maccura Biotechnology Co.Ltd(300463) " or "company") issuing shares to specific objects and listing on GEM, In accordance with relevant laws such as the measures for the administration of securities issuance and listing recommendation business, 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, and the regulatory guidelines for listed companies No. 2 - regulatory requirements for the management and use of raised funds of listed companies According to the regulations and normative documents, Maccura Biotechnology Co.Ltd(300463) this time used the raised funds to replace the self raised funds invested in advance and used some idle raised funds for cash management. The details are as follows:
1、 Basic information of raised funds
With the approval of China Securities Regulatory Commission on Approving the registration of Maccura Biotechnology Co.Ltd(300463) issuing shares to specific objects (zjxk [2021] No. 412), Maccura Biotechnology Co.Ltd(300463) issued 5 Shanghai Pudong Development Bank Co.Ltd(600000) 0 ordinary shares (A shares) to specific objects, with a par value of 1.00 yuan per share and an issue price of 28.11 yuan per share. The total amount of funds raised by the company from the issuance of shares to specific objects is RMB 15741 Shanghai Pudong Development Bank Co.Ltd(600000) , after deducting the issuance expenses (excluding value-added tax) of RMB 1670356436, the actual net amount of funds raised is RMB 155745643564. The above raised funds were in place on January 25, 2022. Lixin Certified Public Accountants (special general partnership) verified the availability of funds for the company's issuance of new shares to specific objects, and issued the capital verification report (xksbz [2022] No. zd10018).
The company has stored the above raised funds in a special account, and signed the tripartite supervision agreement on raised funds with the sponsor and the bank storing the raised funds.
2、 Investment projects with raised funds
According to the proposal on the company's 2020 stock issuance plan to specific objects deliberated and adopted at the 14th meeting of the Fourth Board of directors held on August 7, 2020 and the third extraordinary general meeting of shareholders held on August 24, 2020; The 19th meeting of the 4th board of directors held on July 30, 2021 and the first extraordinary general meeting of 2021 held on August 17, 2021 considered and adopted the proposal on extending the validity period of the resolution of the general meeting of shareholders of the company issuing shares to specific objects The proposal on requesting the general meeting of shareholders of the company to extend the validity period of authorizing the board of directors to handle matters related to the issuance of shares to specific objects. The raised funds are used to invest in the following projects:
Unit: 10000 yuan
No. project name project total investment amount of raised funds
1 Maccura Biotechnology Co.Ltd(300463) Tianfu international biological city IVD Industrial Park project 20803 Shenzhen Everwin Precision Technology Co.Ltd(300115) 74272
1.1 production line of blood diagnostic products 43591 Zhejiang Wanliyang Co.Ltd(002434) 083
1.2 instant diagnosis product production line 5548 Shandong Huatai Paper Industry Shareholding Co.Ltd(600308) 6484
1.3 IVD product technology R & D center 85135004730806
1.4 IVD modern logistics 23821001322899
2 informatization and marketing network construction project 17 China Baoan Group Co.Ltd(000009) 55446
3. Supplementary working capital 540 Fawer Automotive Parts Limited Company(000030) 44846
Total 27903 Guangdong Anjubao Digital Technology Co.Ltd(300155) 74564
The net amount of funds raised in this offering is less than the capital demand of the above investment projects, and the capital gap shall be solved by the company through self financing; After the raised funds are in place, they will be used according to the implementation progress and priorities of the project. At the same time, in order to seize the market opportunity, according to the relevant plans of this issuance, before the funds raised in this issuance are in place, the company will first invest with self raised funds according to the actual progress of the investment project with raised funds, and replace them in accordance with relevant regulations after the funds raised are in place.
3、 Replacement of self raised funds invested in advance with raised funds
(I) advance investment of self raised funds into projects invested with raised funds
In order to ensure the smooth progress of the investment project with raised funds, the company used self raised funds to invest in the project in advance according to the actual progress of the project before the raised funds were in place. As of February 13, 2022, the company plans to replace the investment projects invested with raised funds in advance with self raised funds, with an amount of RMB 1333666 million. The details are as follows:
Unit: 10000 yuan
No. project name: the amount of raised funds to be used as of February 13, 2022 is converted from the amount of self raised funds on the date of placement of raised funds
Maccura Biotechnology Co.Ltd(300463) Tianfu international biological city
1 IVD Industrial Park project 1157427213145411314541
1.1 production line of blood diagnostic products 2434083197053197053
1.2 instant diagnosis product production line 3086484336831336831
1.3 IVD product technology R & D center 4730806 Gan & Lee Pharmaceuticals(603087) Gan & Lee Pharmaceuticals(603087)
1.4 IVD modern logistics 1322899177570177570
2 informatization and marketing network construction project 955446 191.25 191.25
3 supplementary working capital 3044846 --
Total 1557456413336661333666
(II) advance payment of issuance expenses with self raised funds
As of February 13, 2022, the company paid the issuance expenses (excluding value-added tax) with self raised funds totaling RMB 1522800; In addition, the co lead underwriter China Merchants Securities Co.Ltd(600999) will remit the balance of the total raised funds after deducting the underwriting and recommendation expenses (including value-added tax) into the special account for raised funds of the company. The deductible value-added tax of the above underwriting and recommendation expenses is 891000 yuan, which will be deducted from the proposed replacement funds.
The actual amount of self raised funds to be replaced in advance is 631800 yuan. The details of funds are as follows:
Unit: 10000 yuan
Project name as of February 13, 2022, the amount of self raised funds replaced by raised funds, and the amount of capital investment
Attorney's fee 113.21 113.21
Audit and capital verification fee 9.43 9.43
Share registration, data production and other expenses 29.64 29.64
Subtotal 152.28
Less: VAT on underwriting and recommendation fees 89.10 89.10
Total 63.18
(III) approval procedures for the replacement of raised funds
On March 2, 2022, Maccura Biotechnology Co.Ltd(300463) the second meeting of the Fifth Board of directors and the second meeting of the Fifth Board of supervisors deliberated and approved the proposal on using raised funds to replace self raised funds invested in raised projects in advance and paid issuance expenses, and agreed to use the raised funds of RMB 1333666 million to replace self raised funds invested in raised projects in advance, Use the raised funds of RMB 631800 to replace the pre paid issuance expenses. The independent directors of the company have expressed their independent opinions on the above matters.
Lixin Certified Public Accountants (special general partnership) issued the verification report on Maccura Biotechnology Co.Ltd(300463) replacing self raised funds invested in pre raised projects and paid issuance expenses with raised funds (Xin Kuai Shi Bao Zi [2022] No. zd10052) on the company's self raised funds invested in pre raised projects and paid issuance expenses in advance.
(IV) recommendation institution
After verification, the sponsor believes that: Maccura Biotechnology Co.Ltd(300463) the use of raised funds to replace the self raised funds invested in the raised investment projects in advance and the paid issuance expenses has been deliberated and approved by the board of directors and the board of supervisors of the company, the independent directors have issued clear consent opinions, and Lixin Certified Public Accountants (special general partnership) has issued an assurance report on the above matters, Necessary examination and approval procedures have been performed, Maccura Biotechnology Co.Ltd(300463) the replacement time of the raised funds is less than 6 months from the arrival time of the raised funds, Comply with the requirements 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 GEM stocks of Shenzhen Stock Exchange, and the guidelines for the self-discipline supervision of listed companies of Shenzhen Stock Exchange No. 2 - standardized operation of GEM listed companies Maccura Biotechnology Co.Ltd(300463) the use of the raised funds to replace the self raised funds invested in the raised investment projects in advance and the paid issuance expenses will not affect the normal implementation of the raised funds investment projects, nor will it change the investment direction of the raised funds in a disguised manner and damage the interests of shareholders.
The sponsor has no objection to Maccura Biotechnology Co.Ltd(300463) this use of raised funds to replace the pre invested projects and the paid issuance expenses.
4、 Cash management using some idle raised funds
(I) basic information of cash management using some idle raised funds this time
1. Investment purpose
In order to improve the efficiency of fund use, ensure that the construction of investment projects with raised funds and normal production and operation will not be affected
