Haitong Securities Company Limited(600837)
About Hvsen Biotechnology Co.Ltd(300871)
Closing of some IPO projects
And permanently replenish the surplus raised funds with the verification opinions of working capital
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") for initial public offering of shares, listing on GEM and issuing convertible corporate bonds to unspecified objects, In accordance with the measures for the administration of securities issuance and listing recommendation business, the guidelines for the supervision of listed companies No. 2 - regulatory requirements for the management and use of raised funds by listed companies (revised in 2022), 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 and other relevant provisions, The company has carefully verified the closing of some IPO projects and the permanent replenishment of surplus raised funds to working capital. The verification results and verification opinions are as follows:
Hvsen Biotechnology Co.Ltd(300871) held the 23rd Meeting of the second board of directors and the 20th meeting of the second board of supervisors on March 10, 2022, deliberated and adopted the proposal on closing some projects invested by raising shares through initial public offering and permanently replenishing the surplus raised funds with working capital, The projects of "Taigou production base with an annual output of 1.6 million tons" and "Taigou production base with an annual production capacity of 1.6 million tons" are approved, And permanently replenish the working capital with the balance raised as of February 28, 2022, totaling 973177 million yuan (including the unpaid project balance, the specific amount shall be subject to the bank settlement balance on the day of fund transfer out, the same below) for the production and operation activities of the company. Meanwhile, relevant personnel of the company are authorized to handle the cancellation of the special account for raised funds, and the corresponding supervision agreement for raised funds is terminated accordingly.
According to relevant laws and regulations such as the guidelines for the supervision of listed companies No. 2 - regulatory requirements for the management and use of raised funds by listed companies (revised in 2022), the Listing Rules of GEM stocks of Shenzhen Stock Exchange, the guidelines for the self discipline supervision of listed companies of Shenzhen Stock Exchange No. 2 - standardized operation of companies listed on GEM, and the company's raised funds management system The matter still needs to be submitted to the general meeting of shareholders of the company for deliberation. The details are as follows:
1、 Basic information of raised funds
(I) actual amount of raised funds and time of fund arrival
With the approval of registration of Hvsen Biotechnology Co.Ltd(300871) initial public offering issued by China Securities Regulatory Commission (zjxk [2020] No. 1586), the company publicly issued 27700000 ordinary shares in RMB to the public in August 2020, with a par value of 1.00 yuan per share, an issue price of 33.61 yuan per share and a total raised capital of 93099700000 yuan, After deducting 6336772639 yuan of recommendation and underwriting fee (excluding tax), the raised fund is 86762927361 yuan. In addition, after deducting 1691675281 yuan of issuance expenses excluding tax, such as audit and verification fees, lawyer fees, information disclosure fees and notarization fees, the net amount of raised funds is 85071252080 yuan. All the above raised funds were received on August 17, 2020 and verified by Zhongshen Zhonghuan Certified Public Accountants (special general partnership), and a capital verification report of Zhonghuan Yanzi [2020] No. 010051 was issued.
(II) investment plan of raised funds
The plan for the use of the net funds raised by the company's initial public offering is as follows:
Unit: 10000 yuan
No. project name total investment raised funds
Investment amount
1. 3200000 Xingou base project for the construction of powder / powder / premix automatic production base
2. R & D and quality inspection center construction project 7 Shenzhen Quanxinhao Co.Ltd(000007) 00000
3. Construction project of 1600t / a tylosin fermentation production base 7 Shenzhen Quanxinhao Co.Ltd(000007) 00000
4. Construction project of traditional Chinese medicine extraction and preparation production line 6 Shenzhen Zhenye(Group)Co.Ltd(000006) 00000
5. Supplementary working capital 7 Shenzhen Quanxinhao Co.Ltd(000007) 00000
6. Over raising: tylosin project with an annual output of 1000 tons 38 China Vanke Co.Ltd(000002) 607125
Total 97 China High-Speed Railway Technology Co.Ltd(000008) 507125
2、 Deposit and management of raised funds
(I) management of raised funds
In order to standardize the management of the company's raised funds, improve the use efficiency of the raised funds and effectively protect the legitimate rights and interests of shareholders, the company has temporarily managed the initial public offering of shares and listing on the gem in accordance with the company law, the securities law and the regulations
Administrative measures for the issuance of securities by listed companies, Shenzhen Stock Exchange GEM Listing Rules
Guidelines for the supervision of listed companies No. 2 - regulatory requirements for the management and use of raised funds by listed companies (2022)
And Shenzhen Stock Exchange self regulatory guidelines for listed companies No. 2 - companies listed on the gem
The company's standardized operation and other laws, regulations, rules and normative documents, as well as the relevant provisions of the articles of association,
In combination with the actual situation of the company, the Hvsen Biotechnology Co.Ltd(300871) raised funds management system was formulated
Degree (hereinafter referred to as "management system").
In accordance with the requirements of the management system and in combination with the company's business needs, the company is responsible for the initial public offering of shares
The raised funds shall be stored in a special account, and the use of the raised funds shall be subject to strict examination and approval procedures to ensure that the funds are earmarked
Use. Upon deliberation and approval at the 8th meeting of the second board of directors of the company, on August 27, 2020, the company together with the insurance
Recommendation institution Haitong Securities Company Limited(600837) and Bank of Hankou Co., Ltd. Wuchang sub branch and China Merchants Bank Co.Ltd(600036)
Co., Ltd. Wuhan Dongxihu sub branch, China Citic Bank Corporation Limited(601998) Wuhan Branch, China Agricultural Bank Of China Limited(601288)
The joint stock limited company signed the tripartite supervision agreement on the funds raised by initial public offering at Yingcheng sub branch;
Upon deliberation and approval at the 9th meeting of the second board of directors of the company, the company and its subsidiaries were wholly-owned on September 10, 2020
Subsidiary Hubei Hvsen Biotechnology Co.Ltd(300871) Technology Co., Ltd. (hereinafter referred to as "Hubei Huisheng") as the same party, together with
The sponsor Haitong Securities Company Limited(600837) and Agricultural Bank Of China Limited(601288) Yingcheng sub branch signed the first public development
Tripartite supervision agreement of the bank's stock raising funds; Approved by the 11th meeting of the second board of directors of the company,
On November 17, 2020, the company, Hubei Huisheng, together with the sponsor Haitong Securities Company Limited(600837) and China Merchants Bank Co.Ltd(600036) shares
Wuhan Dongxihu sub branch of the Co., Ltd. signed the four party supervision agreement on raising funds.
There is no significant difference between the above regulatory agreement and the model regulatory agreement of Shenzhen Stock Exchange
The use of raised funds has been strictly observed.
(II) storage of raised funds in special account
As of February 28, 2022, the storage of funds raised by the company's initial public offering is as follows:
Serial number account name deposit bank's balance on the deadline for raising funds (Note 1) special account number (RMB)
1 Wuhan Hvsen Biotechnology Co.Ltd(300871) technology Hankou Bank Co., Ltd. 2750101 Innuovo Technology Co.Ltd(000795) 775736461 current Co., Ltd. Wuchang sub branch
2 Wuhan Hvsen Biotechnology Co.Ltd(300871) technology China Merchants Bank Co.Ltd(600036) 12790620361060527444.04 current Co., Ltd. Wuhan Dongxihu sub branch
3 Wuhan Hvsen Biotechnology Co.Ltd(300871) science and technology China Citic Bank Corporation Limited(601998) 81115010115007448414167743704 current Co., Ltd. Wuhan Branch Dongxihu sub branch
4 Wuhan Hvsen Biotechnology Co.Ltd(300871) Technology China Agricultural Bank Of China Limited(601288) Co., Ltd. 1752530104 Cccg Real Estate Corporation Limited(000736) 973419710 current Co., Ltd. Yingcheng sub branch
5 Hubei Hvsen Biotechnology Co.Ltd(300871) Technology China Agricultural Bank Of China Limited(601288) Co., Ltd. 1752530104 Apeloa Pharmaceutical Co.Ltd(000739) 390948275 current Co., Ltd. Yingcheng sub branch
6 Hubei Hvsen Biotechnology Co.Ltd(300871) technology China Merchants Bank Co.Ltd(600036) 127906403310905292889350 current Co., Ltd. Wuhan Dongxihu sub branch
Total 10403481904
Note 1: the account with zero balance will be cancelled after it is deliberated and approved by the general meeting of shareholders and the surplus raised funds are transferred out
3、 Status of the projects invested with raised funds settled this time
(I) utilization and savings of the raised funds of the closed project
As of February 28, 2022, the company's "Xingou base - powder / powder / premix automatic production base" has been constructed
The surplus raised fund of the project is 862633 million yuan, accounting for 26.96% of the net raised fund of the project; "Xingouji"
110275 million yuan was raised from the savings of the "land R & D and quality inspection center construction project", accounting for the total amount of funds raised by the project
15.75% of the net amount; The surplus fund raised from the "construction project of tylosin fermentation production base with an annual output of 160 tons" was 269 yuan
Million yuan, accounting for 0.04% of the net funds raised by the project. The details are as follows:
Monetary unit: RMB 10000
Committed investment project total committed investment actual investment raised funds investment progress surplus raised funds (Note 2)
Xingou base - powder / powder / premix automatic 32 China Vanke Co.Ltd(000002) 337367 73.04% 862633 chemical production base construction project
Xingou base - R & D and quality inspection center 7 Shenzhen Fountain Corporation(000005) 89725 84.25% 110275 construction project
Annual output of 160 tons of tylosin fermentation production 7 Shenzhen Zhenye(Group)Co.Ltd(000006) 99731 99.96% 2.69 production base construction project
Total 460 China Union Holdings Ltd(000036) 26823 78.84% 973177
Note 2: the surplus raised funds include the unpaid balance of the project, and the actual transfer out amount will be finally transferred into the self owned fund in the special account for raised funds
The balance of the bank account on the current day of the capital account shall prevail; The interest and financial income of the idle raised funds of the above-mentioned raised investment projects will be paid by the company first
After all the items raised and invested in this public offering are carried forward, they will be carried forward uniformly
(II) main reasons for the fund savings of the project invested with raised funds
1. The balance of this raised investment project includes "Xingou base - Construction of powder / powder / premix automatic production base"
Establishment project "," Xingou base - R & D and quality inspection center construction project "," annual production of 160 tons of tylosin fermentation "
The unpaid equipment procurement contract and engineering construction contract quality guarantee deposit of "production base construction project" are due to such contract
The payment period of the same balance is long, and the surplus amount will be used to supplement the working capital for the company's daily production and operation,
It is conducive to raising funds and making
