China Merchants Securities Co.Ltd(600999)
About Sirio Pharma Co.Ltd(300791)
Verification opinions on cash management with idle raised funds
China Merchants Securities Co.Ltd(600999) (hereinafter referred to as ” China Merchants Securities Co.Ltd(600999) ” or “sponsor”) as a sponsor of Sirio Pharma Co.Ltd(300791) (hereinafter referred to as ” Sirio Pharma Co.Ltd(300791) ” or “company”) issuing convertible corporate bonds to unspecified objects, has verified the matters Sirio Pharma Co.Ltd(300791) intends to use idle raised funds for cash management in accordance with the measures for the administration of securities issuance and listing sponsor business and other relevant provisions. The verification conditions and opinions are as follows:
1、 Basic information of raised funds
With the approval of registration of Sirio Pharma Co.Ltd(300791) issuing convertible corporate bonds to unspecified objects (zjxk [2021] No. 927) issued by China Securities Regulatory Commission, the company issued 10248929 convertible corporate bonds to unspecified objects, and the total amount of raised funds was 1024892900 yuan. After deducting the issuance expenses of 11484300 yuan, the net amount of actually raised funds was 1013408600 yuan. The above raised funds have been verified by Huaxing Certified Public Accountants (special general partnership) and issued the capital verification report of “Huaxing Yan Zi [2021] No. 21 Shenzhen Zhongheng Huafa Co.Ltd(000020) 045″.
2、 Basic information of investment projects with raised funds
The total amount of funds raised from the issuance of convertible corporate bonds to unspecified objects will be used to invest in the following projects after deducting the issuance expenses:
Unit: 10000 yuan
No. project name total investment of the project to be invested in raised funds
1 Ma’anshan production base expansion project 72005646958563
2 East China R & D center construction project 1053166
3 digital information construction project 770 Nafine Chemical Industry Group Co.Ltd(000737) 200
4. Supplementary working capital 1500000
No. project name total investment of the project to be invested in raised funds
Total 105237 Shanghai Hyp-Arch Architectural Design Consultant Co.Ltd(301024) 8929
Before the funds raised from the issuance of convertible corporate bonds to unspecified objects are in place, the company has invested with self raised funds according to the actual situation of the project progress, and replaced them according to the procedures specified in relevant laws and regulations after the raised funds are in place. The actual amount of funds raised this time (after deducting the issuance expenses) is less than the total amount of funds to be invested in the above projects. The company will adjust and finally determine the priority of funds raised and the specific investment amount of each project according to the actual amount of funds raised and the priorities of the projects.
3、 Basic information of cash management with raised funds
1. Investment purpose
In order to improve the use efficiency of funds, without affecting the construction of investment projects with raised funds, rational use of some temporarily idle raised funds to purchase financial products of financial institutions with high safety and good liquidity can increase the capital income and enable the company and shareholders to obtain more returns.
2. Investment varieties
The company will strictly control risks in accordance with relevant regulations. The idle raised funds intend to buy financial products of financial institutions with high safety, good liquidity and a maximum investment period of no more than 12 months for a single product. They will not be used for other securities investment, and will not buy products with stocks and their derivatives and unsecured bonds as investment targets. The above investment products shall not be pledged, and the special settlement account for products shall not deposit non raised funds or be used for other purposes.
3. Limit and term
According to the current use of funds, the construction progress of raised investment projects and considering the condition of maintaining sufficient liquidity, the company and its subsidiaries intend to use the temporarily idle raised funds with a quota of no more than 500 million yuan (including) to purchase the financial products of financial institutions with high safety and good liquidity, with a service life of no more than 12 months. Within the validity period of the above quota and resolution, they can be recycled and rolled.
4. Implementation mode
Authorize the company’s management to implement specific matters within the authorized limit.
5. Information disclosure
The company will timely fulfill the obligation of information disclosure in accordance with the Shenzhen Stock Exchange GEM Listing Rules (revised in 2020) and Shenzhen requirements.
4、 Investment risk and risk control measures
1. Investment risk
(1) Although the company will strictly evaluate the financial products of financial institutions, the financial market is greatly affected by the macro-economy, and it is not excluded that the investment is affected by market fluctuations.
(2) The company and its subsidiaries will timely and appropriately intervene according to the economic situation and changes in the financial market, so the actual income of short-term investment is unpredictable.
2. Risk control measures
(1) When the company and its subsidiaries conduct cash management, they will choose investment products with high safety, good liquidity and a term of no more than 12 months, and clarify the amount, term, investment varieties, rights, obligations and legal liabilities of both parties.
(2) The relevant personnel of the financial center of the company and its subsidiaries will analyze and track the changes in the net value of the products in real time. If the evaluation finds that there are risk factors that may affect the company’s capital safety, adverse changes in profitability, losses of investment products that are inconsistent with the situation at the time of purchase, they will take corresponding measures in time to control the investment risk.
(3) The independent directors and the board of supervisors may inspect and supervise the cash management, and may appoint an independent external audit institution to conduct special audit of cash management when necessary.
5、 Impact on the company’s operation
The company adheres to standardized operation, maintains and increases value and prevents risks. Under the condition of ensuring the construction of investment projects with raised funds and the normal operation of the company, the company uses some temporarily idle raised funds for cash management, which will not affect the construction of projects with raised funds. At the same time, it can improve the use efficiency of funds, obtain certain income and obtain more returns for the company and shareholders.
6、 Description of special opinions
1. Opinions of independent directors
The independent directors of the company believe that under the condition of ensuring the normal development of the company’s investment projects with raised funds, continuing to use the temporarily idle raised funds for cash management is conducive to improving the use efficiency of the company’s funds and increasing the company’s capital income on the premise of controlling risks, without affecting the investment plan and construction progress of the raised funds, and there is no disguised change in the use of the raised funds or damaging the company and all shareholders, Especially the interests of minority shareholders; Comply with the relevant provisions 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 guidelines for the self discipline supervision of listed companies No. 2 of Shenzhen Stock Exchange – standardized operation of GEM listed companies, and the Sirio Pharma Co.Ltd(300791) articles of Association.
Therefore, all independent directors unanimously agree that the company will continue to use the temporarily idle raised funds of no more than 500 million yuan for cash management. The service life is within 12 months from the date of deliberation and approval by the board of directors. Within the above amount and service life, the funds can be used on a rolling basis, and authorize the management of the company to implement specific matters.
2. Opinions of the board of supervisors
The sixth meeting of the third board of supervisors of the company was held on April 8, 2022, and the proposal on the amount of cash management using idle raised funds was reviewed and approved. The board of supervisors believed that the company had performed the necessary approval procedures for cash management of temporarily idle raised funds, and the decision-making and deliberation procedures were legal and compliant. The company’s cash management of the temporarily idle raised funds is implemented on the premise of ensuring the construction progress of the raised funds. There is no behavior of changing the purpose of the raised funds in disguise, which is conducive to improving the use efficiency of funds and obtaining certain investment benefits, which is in line with the interests of the company and all shareholders. The board of supervisors agrees that the company and its subsidiaries shall conduct cash management on the idle raised funds with a total amount of no more than 500 million yuan, and the funds can be used on a rolling basis within the above amount and service life.
7、 Verification opinions of the recommendation institution
The sponsor verified the company’s plan to use idle raised funds for cash management, and considered that the company and its subsidiaries’ plan to use idle raised funds for cash management had been deliberated and approved at the seventh meeting of the third board of directors and the sixth meeting of the third board of supervisors. The independent directors issued clear consent and fulfilled the necessary internal approval procedures and legal procedures, Comply with 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 shares of Shenzhen Stock Exchange, the articles of association and other relevant provisions, as well as the relevant arrangements of the issuance application documents. There is no situation of changing the use of raised funds in a disguised manner, affecting the normal operation of the investment plan of raised funds and damaging the interests of shareholders.
In conclusion, the recommendation institution agrees that the company and its subsidiaries shall conduct cash management on the idle raised funds with a total amount of no more than 500 million yuan. This matter can only be implemented after being submitted to the general meeting of shareholders for deliberation and approval.
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(there is no text on this page, which is the signature page of China Merchants Securities Co.Ltd(600999) opinions on Sirio Pharma Co.Ltd(300791) using idle raised funds for cash management)
Sponsor representative:
Liu Xingde, Shi Zhihua
China Merchants Securities Co.Ltd(600999) 2022
