Minsheng Securities Co., Ltd
About Guangdong Vtr Bio-Tech Co.Ltd(300381)
Verification opinions on using self owned idle funds for entrusted financial management
Minsheng Securities Co., Ltd. (hereinafter referred to as “Minsheng securities” or “sponsor”) as the sponsor of Guangdong Vtr Bio-Tech Co.Ltd(300381) (hereinafter referred to as ” Guangdong Vtr Bio-Tech Co.Ltd(300381) ” or “company”) for non-public issuance of A-share shares in 2020, in accordance with the law on the administration of securities Issuance and listing recommendation business, the Listing Rules of gem shares of Shenzhen Stock Exchange In accordance with the guidelines for the standardized operation of companies listed on the growth enterprise market of Shenzhen Stock Exchange and other relevant provisions, Guangdong Vtr Bio-Tech Co.Ltd(300381) intends to idle its own funds for entrusted financial management of no more than 150 million yuan (including this amount). The verification results are as follows:
Guangdong Vtr Bio-Tech Co.Ltd(300381) at the 17th meeting of the 7th board of directors and the 11th meeting of the 7th board of supervisors held on April 22, 2022, the proposal on the company’s use of idle self owned funds for entrusted financial management was deliberated and approved, and the company was agreed to use idle self owned funds of no more than 150 million yuan (including this amount) for entrusted financial management, with a service life of no more than 36 months from the date of deliberation and approval of the general meeting of shareholders. Within the above limit and term, the funds can be used in a circular and rolling manner.
According to the Shenzhen Stock Exchange GEM Listing Rules, the Shenzhen Stock Exchange GEM listed companies’ standardized operation guidelines, the company’s entrusted financial management system and other relevant provisions, the amount involved in the entrusted financial management using idle own funds is expected to exceed 50% of the company’s latest audited net assets, which shall be submitted to the general meeting of shareholders for deliberation. This entrusted financial management does not constitute a connected transaction, nor does it constitute a major asset reorganization stipulated in the administrative measures for major asset reorganization of listed companies.
1、 Overview of entrusted financial management
1. Purpose of entrusted financial management: in order to improve the use efficiency of funds and make rational use of idle self owned funds, use idle self owned funds for entrusted financial management under the condition of controlling investment risk and not affecting normal operation, so as to increase the company’s income and create a better investment return for the company and shareholders.
2. Amount and term of entrusted financial management: the company plans to use its own funds of no more than RMB 1.5 billion for entrusted financial management. Within the above limit, it shall be used in rolling within 36 months from the date of deliberation and approval by the general meeting of shareholders.
3. Investment varieties: the company will strictly control risks and strictly evaluate investment products in accordance with relevant regulations, so as to purchase medium and low-risk financial products with high safety, good liquidity, controllable risk and stability issued by commercial banks, securities companies, trust companies and other financial institutions.
4. Source of funds: the company’s own funds.
5. Information disclosure: the company will timely fulfill the obligation of information disclosure in accordance with the provisions and requirements of relevant laws and regulations such as the guidelines for the standardized operation of companies listed on the gem of Shenzhen Stock Exchange.
6. Implementation method: after the above matters are deliberated and approved by the general meeting of shareholders, the board of directors and management are authorized to exercise relevant investment decision-making power and sign relevant documents within the above limit and period, and the company’s financial department handles relevant matters specifically.
2、 Investment risk analysis and risk control measures
(I) investment risk
1. Although the products entrusted by the company for financial investment belong to low-risk investment varieties, the financial market is greatly affected by the macro-economy, and the income will be affected by market fluctuations.
2. The investment opportunity is affected by the economic situation and changes in the financial market, so there are certain variables in the actual return of investment.
3. Operational risks of relevant staff.
(II) risk control measures
1. The board of directors and the general meeting of shareholders of the company authorize the chairman of the company to exercise the investment decision-making power, and the financial center of the company is responsible for the specific purchase. The financial center of the company is responsible for putting forward the business application for purchasing financial products and providing detailed financial management materials, implementing specific operations according to the approval results of the company, and timely analyzing and tracking the investment direction and progress of financial products. If risk factors that may affect the safety of the company’s funds are found, corresponding measures shall be taken in time to control investment risks.
2. The Audit Department of the company shall carry out daily supervision and audit and verify the use of funds regularly and irregularly.
3. The independent directors and the board of supervisors shall inspect and supervise the use of financial management funds.
4. The company will timely perform the obligation of information disclosure in strict accordance with relevant laws and regulations and relevant provisions of normative documents of Shenzhen Stock Exchange.
3、 Impact on the daily operation of the company
The company adheres to standardized operation and maintains and increases the value of assets on the premise of preventing risks. The use of self owned funds to purchase medium and low-risk financial products with high safety, good liquidity, controllable risk and stability is implemented on the premise of ensuring the daily operation and capital safety of the company, does not affect the normal capital turnover needs of the company, is conducive to improving the capital use efficiency, obtaining certain income and obtaining more returns for the company and shareholders.
4、 Review procedures and relevant opinions for implementation
1. Deliberations of the board of directors
The 17th meeting of the 7th board of directors of the company deliberated and approved the proposal on the company’s use of idle self owned funds for entrusted financial management, and agreed to the matters of entrusted financial management with the company’s self owned funds. The matter still needs to be submitted to the general meeting of shareholders for deliberation.
2. Review by the board of supervisors
The 11th meeting of the 7th board of supervisors of the company deliberated and adopted the proposal on the company’s use of idle self owned funds for entrusted financial management. The board of supervisors held that the company’s use of self owned funds for entrusted financial management will not affect the normal development of the company’s main business, and there is no damage to the interests of the company and minority shareholders, which is in line with the relevant provisions of China Securities Regulatory Commission and Shenzhen Stock Exchange.
3. Independent opinions of independent directors
After review, the independent directors of the company believe that: the company uses its own funds for entrusted financial management on the premise of complying with national laws and regulations and ensuring the normal operation and capital safety of the company, which is conducive to improving the efficiency of capital use and obtaining investment return, will not have an adverse impact on the normal business activities of the company, and will not damage the interests of the company and all shareholders, especially small and medium-sized shareholders, and is in line with the interests of the company and all shareholders, The decision-making procedure is legal and effective. We agree that the company will use its own funds for entrusted financial management.
5、 Verification opinions of the recommendation institution
After verification, the sponsor Minsheng Securities Co., Ltd. believes that:
The company’s use of its own funds for entrusted financial management has been deliberated and approved by the board of directors and the board of supervisors, and the independent directors have expressed their independent opinions with explicit consent. This matter needs to be submitted to the general meeting of shareholders of the company for deliberation. The above matters of the company meet the requirements of relevant regulations such as the Listing Rules of Shenzhen Stock Exchange gem and the guidelines for the standardized operation of companies listed on Shenzhen Stock Exchange gem, which can improve the efficiency of capital use, obtain certain investment income and obtain more returns for the company and shareholders. If the sponsor has no objection to the use of its own funds.
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(there is no text on this page, which is the signature and seal page of the verification opinions of Minsheng Securities Co., Ltd. on Guangdong Vtr Bio-Tech Co.Ltd(300381) using idle self owned funds for entrusted financial management) sponsor representative:
Wang Gang, Jiang Hongya
Minsheng Securities Co., Ltd
