Guotai Junan Securities Co.Ltd(601211)
About Pacific Shuanglin Bio-Pharmacy Co.Ltd(000403)
Verification opinions on temporarily replenishing working capital and cash management with some idle raised funds
Guotai Junan Securities Co.Ltd(601211) (hereinafter referred to as ” Guotai Junan Securities Co.Ltd(601211) ” or “independent financial consultant”) as an independent financial consultant of Pacific Shuanglin Bio-Pharmacy Co.Ltd(000403) (hereinafter referred to as ” Pacific Shuanglin Bio-Pharmacy Co.Ltd(000403) “, “listed company” or “company”) for issuing shares and paying cash to purchase assets and raising supporting funds and related party transactions (hereinafter referred to as “this major asset reorganization”), In accordance with the measures for the administration of financial consulting business for mergers and acquisitions of listed companies and the guidelines for the supervision of listed companies No. 2 – regulatory requirements for the management and use of raised funds by listed companies According to the requirements of relevant laws, regulations and normative documents such as the stock listing rules of Shenzhen Stock Exchange and the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 1 – standardized operation of listed companies on the main board, the company has verified the use of some idle raised funds to temporarily supplement working capital and cash management. The verification results and verification opinions are as follows:
1、 Basic information of raised funds
Approved by the reply of China Securities Regulatory Commission (hereinafter referred to as “CSRC”) on approving Nanfang Shuanglin biopharmaceutical Co., Ltd. to issue shares to Harbin tongzhicheng Technology Development Co., Ltd. to purchase assets and raise supporting funds (zjxk [2020] No. 3412), The company non publicly issued 48004800 RMB ordinary shares (A shares) to specific objects and was listed and traded on the main board of Shenzhen Stock Exchange on February 23, 2021. The price of the company’s non-public offering of shares is 33.33 yuan / share, and the total amount of funds raised is 15999998400 yuan. After deducting the issuance expenses of 2475800480 yuan, the net amount of funds raised is 157524197920 yuan. The availability of the above funds has been verified by Dahua Certified Public Accountants (special general partnership) in the capital verification report dhyz [2021] 000075. Later, the company changed from a small-scale VAT taxpayer to a general taxpayer in April 2021. The input tax of some issuance expenses is 120962264 yuan, which can be deducted, and the actual issuance expenses are 120962264 yuan lower than before. The company has carried out special account storage and management of the raised funds in accordance with the regulations, and all the raised funds have been deposited in the special account of the raised funds after they are received, and the company has cooperated with the recommendation institution and
2、 Purpose of raised funds
According to the draft report on issuing shares and paying cash to purchase assets and raising supporting funds and related party transactions (Revised Version) disclosed by the company on December 18, 2020, the raised supporting funds will be used for the new construction and relocation projects of plasma collection stations, new product R & D projects, after deducting the issuance expenses and paying the expenses of relevant intermediaries Information construction projects and supplementary working capital and debt repayment of listed companies and target companies, of which the proportion used to supplement working capital and repay debt will not exceed 50% of the total amount of supporting funds raised. The specific purposes of the raised matching funds are as follows:
No. project name total expected investment raised amount of project investment (10000 yuan) Fund (10000 yuan)
1. New construction and relocation project of plasma collection station 27 China Vanke Co.Ltd(000002) 500000
2 new product R & D project 44949903500000
3. Informatization construction project 16 Ping An Bank Co.Ltd(000001) 500000
4. Supplement the working capital of the listed company and the target company and repay the debt 80 China High-Speed Railway Technology Co.Ltd(000008) 000000
5. Pay relevant intermediary fees 5 Shenzhen Fountain Corporation(000005) 00000
Total 172949901 Shanghai Pudong Development Bank Co.Ltd(600000) 0
3、 Use of raised funds
(I) use of raised funds
As of December 31, 2021, the company has used a total of 10312155 million yuan of raised funds for fund-raising projects, and used 205 million yuan of idle raised funds to temporarily supplement working capital. The balance of the company’s raised funds (including bank deposit interest and cash management income) is 3765661 million yuan, including 3637845 million yuan of unused raised funds and 127817 million yuan of net interest and financial management income.
(II) previous cash management with idle raised funds
On March 17, 2021, the 37th meeting (temporary meeting) of the 8th board of directors and the 21st Meeting (temporary meeting) of the 8th board of supervisors were held respectively. The proposal on the use of temporarily idle raised funds for cash management was reviewed and approved, and the company was agreed to use temporarily idle raised funds with an amount not exceeding RMB 1.48 billion for cash management, Invest in low-risk, short-term (no more than one year) principal guaranteed products, including but not limited to principal guaranteed financial products, structured deposits, call deposits, etc. The term of investment products is 2021 and can be used on a rolling basis. The proposal has been submitted to the second extraordinary general meeting of shareholders of the company in 2021 for deliberation and approval.
(III) temporary replenishment of working capital with idle raised funds in the previous time
On April 19, 2021, the fourth meeting of the ninth board of directors deliberated and approved the proposal on using idle raised funds to temporarily supplement working capital. The board of directors agreed that the company should use some idle raised funds of no more than 300 million yuan to temporarily supplement working capital, and the service life should be no more than 12 months from the date of deliberation and approval by the board of directors. The amount of raised funds actually used by the company to temporarily supplement working capital is RMB 205 million. So far, RMB 100 million has been returned, and the remaining RMB 105 million will be fully returned to the special account for raised funds before the expiration of the service life.
4、 Matters of cash management using idle raised funds this time
(I) reasons for using idle raised funds for cash management this time
As the construction of the project invested by the raised funds needs a certain period, the company has some idle funds at this stage according to the construction progress of the project invested by the raised funds. In order to improve the use efficiency of the company’s funds, under the condition of not affecting the construction of investment projects with raised funds and the normal operation of the company, the rational use of some temporarily idle raised funds for cash management can increase the capital income and obtain more returns for the company and shareholders.
(II) basic information of cash management using some temporarily idle raised funds this time
The company plans to use some temporarily idle raised funds with an amount of no more than 600 million yuan for cash management. The details are as follows:
1. Investment varieties: in order to control investment risks, the investment varieties used by the company for cash management are low-risk, short-term (no more than one year) principal guaranteed products, including but not limited to principal guaranteed financial products, structured deposits, etc., and do not involve the risk investment varieties specified in the guidelines for self discipline supervision of listed companies of Shenzhen Stock Exchange No. 1 – standardized operation of listed companies on the main board.
2. Investment quota: the company conducts cash management with idle raised funds with a total amount of no more than 600 million yuan, which can be used on a rolling basis in 2022. The company’s investment products shall not be used for pledge, and the special settlement account for products shall not deposit non raised funds or be used for other purposes.
3. Investment period: valid in 2022.
4. Implementation period of authorization: the board of directors of the company authorizes the management of the company to exercise relevant decision-making power within the above limit, including but not limited to selecting qualified issuers of investment products, determining specific investment amount, signing relevant contracts or agreements, etc., which shall be organized and implemented by the financial department of the company.
(III) investment risk and risk control measures
Although the principal guaranteed products have been strictly evaluated, the financial market is greatly affected by the macro-economy. It is not ruled out that the investment is affected by market fluctuations. For investment risks, the company plans to take the following measures:
1. The company will timely analyze and track the investment direction of the invested products and the progress of the project. If the evaluation finds that there are risk factors that may affect the safety of the company’s funds, the company will timely take corresponding measures to control the investment risk.
2. Independent directors, the board of supervisors and the recommendation institution have the right to supervise and inspect the use of funds, and may hire professional institutions to audit when necessary.
3. The board of directors of the company is responsible for timely performing the obligation of information disclosure in accordance with the relevant provisions of the CSRC and Shenzhen Stock Exchange.
(IV) impact on the daily operation of the company
1. The premise of the company’s investment and the normal operation of the raised funds is that there is no need to change the normal use of the raised funds for the project, which will not affect the normal operation of the raised funds, It will not affect the normal development of the company’s main business.
2. Choosing principal guaranteed products with high security, good liquidity, low risk and income higher than the bank deposit interest rate in the same period can effectively improve the capital use efficiency, obtain certain investment benefits and further improve the performance level of the company.
5、 Matters of using idle raised funds to supplement working capital this time
(I) the purpose of using idle raised funds to supplement working capital this time
Based on the temporary use of idle funds raised by the company after the construction period, the current idle funds can be temporarily used to supplement the working capital. According to the construction progress of the project, the raised funds can be temporarily used to improve the efficiency, There is no disguised change in the investment direction of the raised funds and damage to the interests of shareholders, which will not affect the normal progress of the investment projects of the raised funds. Using some idle raised funds of no more than 250 million yuan to temporarily supplement the working capital is expected to reduce the company’s interest expenditure by 9.25 million yuan every 12 months (this data is calculated according to the one-year loan market quotation interest rate of 3.7%, which is only the calculation data), which is conducive to improving the company’s fund use efficiency, reducing financial expenses and improving operating efficiency.
(II) relevant instructions for temporarily replenishing working capital with idle raised funds this time
The idle raised funds are used to temporarily supplement the working capital, change the purpose of the raised funds in the same phase, or affect the normal progress of the investment plan of the raised funds; Before the due date of this temporary replenishment of working capital, return this part of funds to the special account of raised funds in time, which will not affect the normal progress of the investment project of raised funds; The temporary replenishment of working capital with idle raised funds will be limited to the production and operation related to the main business, and the idle raised funds will not be used for high-risk investments such as securities investment and derivatives trading directly or indirectly. If there is a construction fund gap caused by the implementation progress of the investment project with raised funds exceeding the current expectation, the company will return the raised funds in time to ensure that the project progress will not be affected.
6、 Relevant approval procedures and audit opinions
(I) deliberations of the board of directors
1. Deliberation of the board of directors on the use of temporarily idle raised funds for cash management
The 10th meeting (temporary meeting) of the 9th board of directors of the company deliberated and approved the proposal on using temporarily idle raised funds for cash management, and agreed that the company would continue to use temporarily idle raised funds with an amount of no more than 600 million yuan for cash management and invest in low-risk, short-term (no more than one year) principal guaranteed products, Including but not limited to principal guaranteed financial products, structured deposits, etc. The term of investment products is 2022 and can be used on a rolling basis. In addition, the company’s management is authorized to exercise investment decision-making power within the limit and sign relevant legal documents. The company’s financial department is responsible for the specific organization and implementation.
2. Deliberation of the board of directors on temporarily replenishing working capital with idle raised funds
The 10th meeting of the 9th board of directors of the company deliberated and approved the proposal on using idle raised funds to temporarily supplement working capital, and agreed that the company would continue to use some idle raised funds of no more than 250 million yuan to temporarily supplement working capital after returning the previous idle raised funds as scheduled, The service life shall not exceed 12 months from the expiration date of the authorization at the fourth meeting of the ninth board of directors (April 19, 2022).
(II) opinions of independent directors
1. Deliberation of independent directors on cash management with temporarily idle raised funds
At present, the company’s operation is in good condition, and the construction of raised investment projects is steadily advancing. On the premise of ensuring the normal use plan of the company’s raised funds and ensuring the safety of the raised funds, the temporarily idle raised funds with an amount of no more than 600 million yuan can be used for cash management. The company’s cash management of temporarily idle raised funds is conducive to improving the use efficiency of idle raised funds and increasing the company’s investment income, which is in line with the interests of the company and all shareholders. The company uses the temporarily idle raised funds for cash management, and there is no situation that affects the normal progress of the investment projects of the raised funds or changes the investment purpose of the raised funds in a disguised form, and there is no situation that damages the interests of the company and all shareholders, especially the minority shareholders. The company has performed the necessary decision-making procedures for the cash management of the temporarily idle raised funds, which is in line with the provisions of relevant laws, regulations and normative documents.
Based on independent judgment, the independent directors of the company unanimously agreed that the company would continue to use the temporarily idle raised funds of no more than 600 million yuan for cash management.
2. Deliberation of independent directors on using idle raised funds to temporarily supplement working capital
The company uses some idle raised funds of no more than 250 million yuan to temporarily supplement working capital, which will not affect the normal progress of raised investment projects, and there is no disguised change in the investment direction of raised funds and damage to the public
