Securities code: Vcanbio Cell & Gene Engineering Corp.Ltd(600645) securities abbreviation: Vcanbio Cell & Gene Engineering Corp.Ltd(600645) Announcement No.: 2022015 Vcanbio Cell & Gene Engineering Corp.Ltd(600645)
The board of directors and all directors of the company guarantee that there are no false records, misleading statements or major omissions in the contents of this announcement, and bear individual and joint liabilities for the authenticity, accuracy and completeness of its contents.
Important content tips:
Vcanbio Cell & Gene Engineering Corp.Ltd(600645) (hereinafter referred to as “the company”) intends to use idle raised funds of no more than 100 million yuan to temporarily supplement working capital, and the service life shall not exceed 12 months from the date of deliberation and approval of the 16th interim Board of directors of the 10th session.
1、 Basic information of raised funds
According to the approval document of the China Securities Regulatory Commission on the approval of Vcanbio Cell & Gene Engineering Corp.Ltd(600645) issuing shares to Wang Xiaoge and others to purchase assets and raise supporting funds (zjxk [2018] No. 1180), the company actually issued 27815801 RMB ordinary shares, the issue price was 16.07 yuan, and the total raised funds was 44699992207 yuan, After deducting 2550000 yuan of relevant issuance expenses (including underwriting and recommendation expenses, capital verification expenses, lawyer fees, etc.), the net amount of funds actually raised by the company is 44444992207 yuan. All the raised funds were remitted to the special account opened by the company in Hua Xia Bank Co.Limited(600015) Shanghai Branch on July 22, 2019. Ruihua Certified Public Accountants (special general partnership) issued the capital verification report (Ruihua Yan Zi [2019] No. 12010004) on the paid in of the company’s newly increased registered capital.
2、 Basic information of investment projects with raised funds
(I) the matching funds raised this time will be used for the following projects:
No. project name amount of raised funds to be invested and use of raised funds (10000 yuan) (10000 yuan)
1 precision medicine intelligent diagnosis center project 4000000
2 tumor marker diagnostic reagent development project 6 China Vanke Co.Ltd(000002) 60000
3. Pay the transaction related fees 4 Shenzhen Guohua Network Security Technology Co.Ltd(000004) 00000
Total 50 Shenzhen Zhenye(Group)Co.Ltd(000006) 60000
(II) the company’s “precision medicine intelligent diagnosis center project” aims to strengthen the expansion channels of the company’s pathological diagnosis business, but due to the reasons of policy, market channels and epidemic situation, the progress is not as expected.
First, policy factors. Regulatory policies such as the regulations of the people’s Republic of China on the administration of human genetic resources promulgated by the State Council in recent two years and the administrative measures for the clinical application of antitumor drugs (for Trial Implementation) issued by the National Health Commission have put forward higher requirements for the standardized construction and operation of medical diagnostic laboratories, especially the notice on carrying out special treatment actions for unreasonable medical examination issued by the medical administration in 2021, It clearly puts forward the situation that the key treatment is to implement special examination without signing the informed consent, which objectively leads to the stricter management of clinical specimen delivery by the hospital, and directly affects the third-party medical laboratory to obtain clinical samples and carry out pathological testing business.
Second, the enhanced status of public hospitals and the low willingness of testing outsourcing make it more difficult and costly to carry out pathological testing through third-party medical testing laboratories. In 2021, the National People’s Congress adopted the 14th five year plan for national economic and social development and the outline of long-term goals for 2035, the 14th five year plan for national economic and social development and the outline of long-term goals for 2035, the opinions of the general office of the State Council on promoting the high-quality development of public hospitals, as well as the national development and Reform Commission The implementation plan for the construction of high-quality and efficient medical and health service system in the 14th five year plan issued by the health commission and other four ministries and commissions clearly establishes a medical system with public medical institutions as the main body, and the central budget and local government investment support the high-quality development of public hospitals, which strengthens the important position of public hospitals, especially public class III hospitals in the medical system. After eliminating the “supporting doctors with drugs”, testing has become an important source of profit for hospitals. Public hospitals, especially tertiary public hospitals, have a low willingness to outsource testing. In 2020, the testing revenue of third-party medical testing laboratories in tertiary public hospitals accounted for only 3%.
Third, the impact of the epidemic. The company completed its non-public offering in July 2019 and the epidemic occurred in early 2020. During the epidemic period, the third-party medical inspection institutions with scale advantages further consolidated the industry position, strengthened the market and brand competitiveness of leading enterprises, and greatly improved the entry barriers and costs of new enterprises. The outbreak of the epidemic makes most of China’s medical resources focus on the field of epidemic prevention and control. Since the outbreak of the epidemic, the focus of the intended cooperative medical institutions has shifted to fighting the epidemic, and the progress of project cooperation is less than expected.
For the above reasons, the construction of the “precision medicine intelligent diagnosis center project” has not yet started. Due to careful consideration of the safety of the raised funds, the company will deeply discuss the feasibility of the continuation of the project.
Due to the impact of relevant policies and the outbreak and continuation of the epidemic, the construction of the company’s fund-raising projects has been delayed, and the raised funds are temporarily idle at present. On December 8, 2021, the 12th interim board meeting of the 10th Session of the company and the 8th interim board meeting of the 10th Session of the company approved the proposal on using idle raised funds to temporarily supplement working capital, and agreed that the company would use idle raised funds of no more than 100 million yuan to temporarily supplement working capital without affecting the normal progress of the investment plan of raised funds, The service life shall not exceed 12 months from the date of deliberation and approval by the board of directors of the company. (for details, see the company’s announcement: 2021041) the company has used 100 million yuan to supplement the working capital temporarily, and the return date has not yet arrived.
Up to now, the balance of the raised funds account is 2907 Beijing Qianjing Landscape Co.Ltd(603778) 3 yuan.
3、 The plan of temporarily replenishing working capital by borrowing some idle raised funds this time
In combination with the company’s production and operation needs, in order to improve the use efficiency of the raised funds and reduce the company’s financial expenses, the company plans to continue to use the idle raised funds of no more than 100 million yuan to temporarily supplement the working capital without affecting the normal progress of the investment plan of the raised funds. The use period shall not exceed 12 months from the date of deliberation and approval by the board of directors of the company.
The company will timely return the idle raised funds used to supplement working capital to the special account for raised funds according to the actual progress of the investment project with raised funds and the capital demand.
The temporary replenishment of working capital with idle raised funds will be used for the production and operation related to the main business. The above raised funds will not be used for the placement and purchase of new shares, or for the trading of stocks and their derivatives, convertible corporate bonds, etc. through direct or indirect arrangements, and the purpose of the raised funds will not be changed.
4、 The review procedures of the plan to temporarily supplement working capital with some idle raised funds and whether it meets the regulatory requirements
On March 26, 2022, the company held the 16th interim meeting of the 10th Session of the board of directors by means of communication voting. The proposal on using idle raised funds to temporarily supplement working capital was deliberated and adopted by 9 votes in favor, 0 votes against and 0 abstentions. It is agreed that the company will temporarily supplement the working capital with idle raised funds of no more than 100 million yuan, and the service life shall not exceed 12 months from the date of deliberation and approval by the board of directors.
On March 26, 2022, the company held the 9th meeting of the 10th interim Board of supervisors by means of communication voting. The proposal on using idle raised funds to temporarily supplement working capital was deliberated and adopted by 3 votes in favor, 0 votes against and 0 abstentions.
The independent director and sponsor Dongxing Securities Corporation Limited(601198) of the company have expressed their consent to the above matters; The review procedure of the company’s use of idle raised funds to temporarily supplement working capital meets the relevant provisions of relevant laws and regulations and regulatory requirements.
5、 Description of special opinions
(I) opinions of independent directors
The independent directors believe that: on the premise of not affecting the normal progress of the investment plan of the raised funds, the company uses the idle raised funds to supplement the working capital temporarily, which is conducive to improving the use efficiency of the idle funds and reducing the financial expenses of the company, which is in line with the interests of the company and all shareholders, and there is no change in the purpose of the raised funds and damage to the interests of the shareholders of the company; The voting procedures are legal and comply with the provisions of relevant laws, regulations and the articles of association.
Therefore, we agree that the company uses idle raised funds to supplement working capital temporarily.
(II) opinions of the board of supervisors
The board of supervisors believes that the company uses idle raised funds to supplement working capital temporarily, and the relevant procedures comply with the relevant provisions of the CSRC, such as the guidelines for the supervision of listed companies No. 2 – regulatory requirements for the management and use of raised funds of listed companies, the guidelines for the self discipline supervision of listed companies on Shanghai Stock Exchange No. 1 – standardized operation, and the management system of raised funds of companies; It is beneficial to improve the use efficiency of idle funds and reduce the company’s financial expenses; It does not affect the normal implementation of the company’s raised investment projects, nor does it change the purpose of the raised funds and damage the interests of the company’s shareholders, especially the minority shareholders. It is agreed that the company will use idle raised funds to supplement working capital temporarily.
(III) opinions of the recommendation institution
Upon verification, the recommendation institution Dongxing Securities Corporation Limited(601198) believes that:
The company’s proposal on using idle raised funds to temporarily supplement working capital has been deliberated and approved by the board of directors and the board of supervisors of the company, and the independent directors have expressed their explicit consent, which is in line with the guidelines for the supervision of listed companies No. 2 – regulatory requirements for the management and use of raised funds of listed companies (revised in 2022), the measures for the administration of raised funds of listed companies of Shanghai Stock Exchange and other relevant laws Requirements of regulations and normative documents. On the premise of not affecting the normal progress of the investment plan of the raised funds, the company uses the idle raised funds to temporarily supplement the working capital, which is conducive to improving the use efficiency of the idle funds and reducing the financial expenses of the company, which is in line with the interests of the company and all shareholders. There is no situation of changing the use purpose of the raised funds in a disguised manner or damaging the interests of the shareholders of the company. The independent financial advisor has no objection to the company’s use of idle raised funds to temporarily supplement working capital. It is hereby announced.
Vcanbio Cell & Gene Engineering Corp.Ltd(600645) board of directors March 28, 2002
