Haitong Securities Company Limited(600837)
About Hvsen Biotechnology Co.Ltd(300871)
Adjust the amount and term of cash management with idle self owned funds
Verification opinions
Haitong Securities Company Limited(600837) (hereinafter referred to as ” Haitong Securities Company Limited(600837) ” or “sponsor”) as a sponsor of Hvsen Biotechnology Co.Ltd(300871) (hereinafter referred to as ” Hvsen Biotechnology Co.Ltd(300871) ” or “company”) issuing convertible corporate bonds to unspecified objects, In accordance with the relevant provisions of the measures for the administration of securities issuance and listing recommendation business, the Listing Rules of Shenzhen Stock Exchange on the gem and the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 2 – standardized operation of listed companies on the gem, the company has carefully verified the adjustment of the amount and period of cash management with idle own funds, The verification conditions and opinions are as follows:
Hvsen Biotechnology Co.Ltd(300871) at the 23rd Meeting of the second board of directors and the 20th meeting of the second board of supervisors held on March 10, 2022, the proposal on adjusting the amount and period of cash management using idle self owned funds was considered and adopted. Independent directors expressed their independent opinions on the proposal. This matter falls within the decision-making authority of the board of directors of the company and does not need to be submitted to the general meeting of shareholders for deliberation.
According to the operation of the company, in order to further improve the use efficiency of funds and cash management income, on the premise of not affecting daily production and operation, the amount of idle self owned funds proposed by the company for cash management is increased from the original amount of no more than 200 million yuan (including this amount, the same below) to 300 million yuan. After adjustment, the amount of cash management with idle self owned funds of the company is 300 million yuan, which is valid for 12 months from the date of deliberation and approval of the board of directors. Within the above limit and validity period, the funds can be recycled and used in a rolling manner. The details are as follows: 1. The previous use of self owned funds for cash management
On October 28, 2021, the company held the 19th meeting of the second board of directors and the 16th meeting of the second board of supervisors, deliberated and adopted the proposal on continuing to use some idle raised funds and self owned funds for cash management, It is agreed that the company will continue to use idle raised funds of no more than RMB 200 million and idle self owned funds of no more than RMB 100 million for cash management and purchase financial products with high security, good liquidity and short-term. However, the use of idle raised funds for cash management shall meet the capital preservation requirements. The above quota can be recycled within 12 months from the date of deliberation and approval by the board of directors. The independent directors, the board of supervisors and the recommendation institution of the company have expressed their explicit consent.
On January 21, 2022, the company held the 22nd Meeting of the second board of directors and the 19th meeting of the second board of supervisors, deliberated and adopted the proposal on adjusting the amount and period of cash management using idle raised funds and self owned funds, It is agreed that the company’s amount of cash management with idle raised funds shall be increased from the original no more than 200 million yuan to 250 million yuan (including the funds raised by initial public offering of shares and the funds raised by issuing convertible corporate bonds to unspecified objects), The amount of cash management using idle self owned funds increased from no more than RMB 100 million to RMB 200 million. After adjustment, the total amount of cash management of the company is 45 million yuan, which is valid within 12 months from the date of deliberation and approval by the board of directors. Within the above limit and validity period, the funds can be recycled and used in a rolling manner. The independent directors, the board of supervisors and the recommendation institution of the company have expressed their explicit consent.
To sum up, the amount of cash management by the company using some idle self owned funds is 200 million yuan, which is valid for 12 months from the date of deliberation and approval at the 22nd Meeting of the second board of directors.
As of February 28, 2022, the company has used its own funds to purchase financial products, and the amount that has not yet expired is 130 million yuan. 2、 The amount and term of cash management with self owned funds are adjusted this time
(I) investment purpose
Due to the short-term idle of its own funds in the daily operation process of the company, in order to improve the use efficiency of the company’s funds, on the premise of ensuring that it does not affect the normal production and operation of the company and effectively controlling risks, the company plans to increase the amount of cash management with some idle own funds, so as to better maintain and increase the value of the company’s cash and protect the interests of the company’s shareholders.
(II) investment varieties
The products to be invested by the company with idle self owned funds meet the following conditions: high security, good liquidity and short-term investment and financial management varieties issued by financial institutions, or deposit forms such as time deposit, structured deposit and notice deposit.
(III) investment amount and term
The company plans to increase the amount of cash management with idle self owned funds from no more than 200 million yuan to 300 million yuan. The term of validity is valid within 12 months from the date of deliberation and approval by the board of directors, and the amount of funds can be used on a rolling basis.
(IV) implementation mode
The above matters can be implemented only after being deliberated and approved by the board of directors. The board of directors authorizes the chairman to exercise investment decision-making power within the limit and sign relevant legal documents, including but not limited to selecting qualified issuers of financial products, clarifying financial amount, selecting varieties of financial products, signing contracts, etc., and authorizes the chief financial officer of the company to be responsible for organizing the implementation, The financial center is responsible for the specific implementation of relevant matters.
(V) information disclosure
The company will do a good job of relevant information disclosure in accordance with the relevant provisions of Shenzhen Stock Exchange and other regulatory agencies. (VI) description of association relationship
The company plans to purchase investment products from financial institutions that do not have a related relationship. The use of idle self owned funds for cash management this time will not constitute a related party transaction. 3、 Investment risk and risk control measures
(I) investment risk analysis
Although the financial products that the company intends to purchase with some of its own funds belong to the investment varieties of banks and other financial institutions with low risk and high liquidity, the financial market is greatly affected by the macro-economy. The company will timely and appropriately introduce them according to the economic situation and changes in the financial market, but it does not rule out that the investment is affected by market fluctuations.
(II) measures to be taken against investment risks
1. The company will strictly abide by the principle of prudent investment and select products issued by financial institutions with good reputation, strict risk control measures and the ability to ensure capital safety;
2. The company will timely analyze and track the investment direction of financial products and project progress of financial institutions. If the evaluation finds that there are risk factors that may affect capital safety, the company will take corresponding measures in time to control investment risks; 3. Independent directors and the board of supervisors have the right to supervise and inspect the use of funds, and can hire professional institutions to audit when necessary;
4. The company will perform the obligation of disclosure in a timely manner in accordance with the relevant provisions of Shenzhen Stock Exchange.
4、 Impact of this cash management event on the company
The company’s adjustment of the amount and period of cash management with some idle self owned funds is carried out on the premise of ensuring the funds required for the normal operation of the company, will not affect the daily operation of the company, and can effectively improve the efficiency of fund use, obtain certain investment benefits and further improve the performance level of the company, Seek more return on investment for the company and shareholders. 5、 Audit procedures and special opinions
(I) audit procedure
The 23rd Meeting of the second board of directors and the 20th meeting of the second board of supervisors considered and approved the proposal on adjusting the amount and period of cash management using idle self owned funds. This proposal belongs to the decision-making authority of the board of directors and does not need to be submitted to the general meeting of shareholders for deliberation.
(II) opinions of independent directors
It is conducive to the adjustment of the amount of idle cash and the use efficiency of the company’s own funds, which is conducive to the management of the company’s own interests and improve the use efficiency of all shareholders. Therefore, the independent directors unanimously agreed that the company would adjust the amount of cash management with idle self owned funds from RMB 200 million to RMB 300 million, and timely purchase safe, liquid and short-term investment and financial products issued by financial institutions, or carry out fixed deposit, structured deposit, notice deposit and other products, The validity period of the quota is valid within 12 months from the date of deliberation and approval by the board of directors, and the funds can be used on a rolling basis.
(III) opinions of the board of supervisors
After review, the board of supervisors of the company believes that the adjustment of the amount and period of idle self owned capital cash management complies with the relevant laws and regulations such as the guidelines for self discipline supervision of listed companies of Shenzhen Stock Exchange No. 2 – standardized operation of companies listed on GEM and the relevant provisions of the articles of association, which is conducive to improving the efficiency of capital use and increasing investment income. This matter is carried out on the premise of ensuring the safety of the company’s funds and normal production and operation, will not affect the normal development of the company’s daily operation, and will not damage the interests of the company and all shareholders, especially minority shareholders. Therefore, the board of supervisors agreed to adjust the amount and duration of cash management with idle self owned funds. 6、 Verification opinions of the recommendation institution
After verification, the sponsor believes that the adjustment of the amount and period of cash management with idle self owned funds 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 and fulfilled the necessary approval procedures; The amount and duration of cash management with idle self owned funds this time are conducive to the rational use of idle funds and improve the efficiency of fund use, without damaging the interests of the company and all shareholders, especially small and medium-sized shareholders, Comply with the relevant provisions of the Shenzhen Stock Exchange GEM Listing Rules, Shenzhen Stock Exchange listed companies self regulatory guidelines No. 2 – standardized operation of GEM listed companies, etc. The recommendation institution has no objection to the company’s adjustment of the amount and duration of cash management with idle self owned funds. (no text below)
(there is no text on this page, which is the signature and seal page of Haitong Securities Company Limited(600837) opinions on Hvsen Biotechnology Co.Ltd(300871) adjusting the amount and period of cash management with idle self owned funds) signature of the sponsor representative:
Chen Yuan, Han Chao
Haitong Securities Company Limited(600837) March 10, 2022
