China Merchants Securities Co.Ltd(600999)
About Sirio Pharma Co.Ltd(300791)
Verification opinions on the extension of some investment projects with 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″. The company stores the raised funds in a special account, and has signed the tripartite supervision agreement on raised funds with the sponsor and the deposit bank of raised funds. 2、 Purpose and use of raised funds
As of December 31, 2021, the use of the company’s raised funds is as follows:
No. project name total investment raised capital commitment investment amount cumulative investment amount as of December 31, 2021
I. expansion project of Ma’anshan production base 720056469585633383386
II. Construction project of East China R & D center 1053166-
III. digital information construction project 770 Nafine Chemical Industry Group Co.Ltd(000737) 200132597
IV. supplementary working capital 15 Ping An Bank Co.Ltd(000001) 385157
Total 105237 Shanghai Hyp-Arch Architectural Design Consultant Co.Ltd(301024) 89294901140
3、 Specific conditions and reasons for delay of some projects invested with raised funds
(I) specific conditions of extension of some raised investment projects
The raised investment project postponed this time is “East China R & D center construction project”. The specific circumstances of the above-mentioned raised investment projects are as follows:
The construction period of the original project of the committed investment project is expected to be cut off, and the end time of the construction period is expected to be adjusted
12 months March 31, 2022 March 31, 2024 the estimated project implementation period of the original project of the construction project of East China R & D center will be cut off. After adjustment, the estimated project implementation period will be cut off
36 months March 31, 2024 March 31, 2026
(II) reasons for the delay of some raised investment projects
The implementation subject of the company’s raised investment project “East China R & D center construction project” is Sirio Pharma Co.Ltd(300791) Technology (Anhui) Co., Ltd., a wholly-owned subsidiary of the company, which is implemented in Ma’anshan City, Anhui Province. Combined with the needs of the company’s strategic layout, the company held the third meeting of the third board of directors on September 9, 2021, deliberated and approved the proposal on investment and establishment of subsidiaries, and agreed to use its own funds to invest and establish the subsidiary “xianle (Shanghai) Life Technology Co., Ltd., which is positioned as the company’s Shanghai R & D center. Therefore, based on the long-term development and interests, the company needs to reasonably plan and carefully consider the special capacity layout, business linkage and coordination of each R & D center, as well as the detailed design of each R & D center and the configuration details of specific facilities / equipment, so as to make full use of limited resources, improve the utilization efficiency of raised funds, enhance the company’s R & D competitiveness and make decisions later. The construction project of East China R & D center has not reached the planned construction progress for the time being because it needs to be incorporated into the above-mentioned unified planning. According to the current actual construction progress of the raised investment project, after careful research, it is planned to adjust the deadline of the construction period of the “East China R & D center construction project” to March 31, 2024 and the deadline of the implementation period to March 31, 2026.
4、 Impact of the delay of some raised investment projects on the company
According to the actual situation of production and operation, combined with the changes of market environment, and based on the principle of prudence and maximization of benefits, the company makes the implementation progress of the raised capital investment project. The postponement of some raised investment projects this time is a prudent decision made by the company according to the actual situation of the project implementation. The project postponement does not change the investment content, total investment and implementation subject of the raised investment projects, and will not have a substantive impact on the implementation of the raised investment projects, and will not have an adverse impact on the normal operation of the company. There is no damage to the interests of shareholders, which is in line with the needs of the company’s future development and the interests of all shareholders.
5、 Description of special opinions
1. Opinions of independent directors
The independent directors of the company believe that the postponement of some raised investment projects is a prudent decision made according to the actual implementation of the raised investment projects of the company and the needs of the market, which will not have a significant impact on the normal operation of the company, nor will it change the investment direction of raised funds and damage the interests of shareholders of the company. The company has fulfilled the necessary decision-making procedures for the postponement of some raised investment projects, which is in line with the relevant laws and regulations of China Securities Regulatory Commission and Shenzhen Stock Exchange on the use of raised funds of listed companies and the provisions of Sirio Pharma Co.Ltd(300791) articles of association. Therefore, all independent directors unanimously agreed on the extension of some raised investment projects.
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 extension of some investment projects with raised funds was reviewed and passed. The board of supervisors considered that the extension of some investment projects with raised funds was a prudent decision made by the company according to the actual situation, in line with the company’s development plan, and there was no case of changing the purpose of the raised funds in a disguised manner and damaging the interests of the company and all shareholders, especially the minority shareholders. The decision-making and deliberation procedures of the above matters comply with the provisions of relevant laws, regulations and normative documents such as the Listing Rules of GEM stocks of Shenzhen Stock Exchange, the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 2 – standardized operation of GEM listed companies, and the regulatory guidelines for listed companies No. 2 – regulatory requirements for the management and use of raised funds of listed companies. Therefore, it is agreed that the company will extend the deadline of the construction period of the raised investment project “East China R & D center construction project” to March 31, 2024 and adjust the deadline of the implementation period to March 31, 2026.
6、 Verification opinions of the recommendation institution
After verification, the sponsor believes that: Sirio Pharma Co.Ltd(300791) the extension of the investment project with raised funds has been deliberated and approved at the seventh meeting of the third board of directors and the sixth meeting of the third board of supervisors of the company. The independent directors of the company have also expressed their consent and fulfilled the necessary procedures, which is in line with the Listing Rules of gem shares of Shenzhen Stock Exchange According to the relevant provisions of the guidelines on self discipline supervision of listed companies of Shenzhen Stock Exchange No. 2 – standardized operation of companies listed on GEM and the guidelines on supervision of listed companies No. 2 – regulatory requirements for the management and use of raised funds of listed companies, there is no disguised change in the investment direction of raised funds and damage to the interests of shareholders, which will not have a substantive impact on the implementation of investment projects with raised funds.
In conclusion, the recommendation institution has no objection to the extension of Sirio Pharma Co.Ltd(300791) this part of the investment project with raised funds. (no text below)
Sponsor representative:
Liu Xingde, Shi Zhihua
China Merchants Securities Co.Ltd(600999) 2022
