Credit Suisse Securities (China) Co., Ltd
About Beijing Scitop Bio-Tech Co.Ltd(300858)
Verification opinions on cash management with idle raised funds
Credit Suisse Securities (China) Co., Ltd. (hereinafter referred to as “Credit Suisse Securities” or “sponsor”) as a sponsor of Beijing Scitop Bio-Tech Co.Ltd(300858) (hereinafter referred to as ” Beijing Scitop Bio-Tech Co.Ltd(300858) ” or “company”) for initial public offering, listing and continuous supervision, in accordance with the measures for the administration of securities issuance and listing sponsor business and the gem stock listing rules of Shenzhen Stock Exchange (revised in December 2020) In accordance with 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 the gem and the guidelines on supervision of listed companies No. 2 – regulatory requirements for the management and use of raised funds of listed companies, we have carefully verified the cash management of Beijing Scitop Bio-Tech Co.Ltd(300858) using idle raised funds, and issued the following verification opinions: I. Basic information of raised funds
With the approval of the reply on the approval of Beijing Scitop Bio-Tech Co.Ltd(300858) initial public offering of shares (zjxk [2020] No. 1337) issued by China Securities Regulatory Commission, the company issued 20630000 ordinary shares (A shares) in the initial public offering of RMB, with a par value of RMB 1.00 per share, an issue price of RMB 23.70 per share, a total raised capital of RMB 488931000, after deducting the issuance expenses excluding tax of RMB 527495 million, The net amount of raised funds is RMB 436181500. Zhongshen Zhonghuan Certified Public Accountants (special general partnership) issued the capital verification report (zhyz [2020] No. 010029) on July 21, 2020 to verify the arrival of the above raised funds. 2、 Use and management of raised funds
In order to regulate the management and use of raised funds, the company has formulated the measures for the management of raised funds in accordance with the provisions of the company law, the securities law, the Shenzhen Stock Exchange GEM Listing Rules and other laws and regulations and in combination with the actual situation of the company. According to the above system, the company will deposit the raised funds in the special account, ensure the special use of the funds, and sign the tripartite supervision agreement for raised funds and the Quartet supervision agreement for raised funds with the sponsor and the raised funds storage bank to use the raised funds in strict accordance with the regulations.
According to the purpose of the raised funds disclosed in the prospectus of the company’s initial public offering and listing on the gem and the proposal on changing part of the raised funds investment projects and investing in the establishment of wholly-owned subsidiaries and providing loans to implement the raised investment projects deliberated and approved by the company’s 2020 annual general meeting of shareholders, the net amount of the funds raised from the company’s initial public offering after deducting the issuance expenses will be used for the following projects:
No. project name total investment (10000 yuan of funds to be invested to raise) (10000 yuan)
1 food sector R & D and production base project 105738731718132
2. Project of microecological agent production base 26381101494778
3 projects with an annual output of 30 tons of lactic acid bacteria powder, 45 tons of solid drinks, 45 tons of 948905898905 tablet candy and 10 tons of instant lactic acid bacteria
4. Supplementary working capital 25 Shenzhen Tellus Holding Co.Ltd(000025) 0000
Total 144108884361815
Note 1: when calculating the above “amount of funds to be invested and raised”, the accumulated interest income and cash management income received are not included temporarily, and the handling fee is deducted; The actual investment amount will include the accumulated interest income and cash management income received, deducting handling charges, etc. Note 2: as of the date of issuance of this verification opinion, “the project with an annual output of 30 tons of lactic acid bacteria powder, 45 tons of solid drinks, 45 tons of tablet candy and 10 tons of instant lactic acid bacteria” and “supplementary working capital” have been implemented.
The construction of projects invested with raised funds needs a certain period. At present, the company is orderly promoting the investment projects of raised funds in accordance with the use plan of raised funds. According to the actual construction progress of the project invested by the raised funds, some of the raised funds will be idle in the short term. 3、 Use of idle raised funds for cash management
1. Cash management purpose
In order to improve the use efficiency of raised funds, the company plans to use the temporarily idle raised funds for cash management on the premise of ensuring that the normal construction of raised investment projects is not affected and risks are effectively controlled, so as to better maintain and increase the value of cash and protect the interests of shareholders of the company.
2. Investment varieties
The company intends to purchase investment and financial products with high security, principal guaranteed products, good liquidity, low risk and a maximum term of no more than 12 months issued by commercial banks and other financial institutions, including but not limited to financial products, income certificates, structured deposits, call deposits, etc. issued by commercial banks, securities companies and other formal financial institutions. Products invested by temporarily idle raised funds must meet the following conditions:
(1) High safety;
(2) Good liquidity, which shall not affect the normal operation of the investment plan of the raised funds;
(3) For the investment of raised funds that are temporarily idle, the above investment products shall not be pledged, and the products shall be specially settled. The company will timely report to Shenzhen stock exchange for filing and announcement.
3. Investment quota and term
The company plans to use the idle raised funds of no more than RMB 290 million (including this amount) for cash management. The validity period is within 12 months from the date of deliberation and approval by the 2021 annual general meeting of shareholders. Within the above limit and period, it can be recycled and used. When the cash management of temporarily idle raised funds expires, it will be returned to the special account for raised funds in time.
4. Implementation mode
After the above matters are deliberated and approved by the board of directors, they can be implemented only after they are deliberated and approved by the company’s 2021 annual general meeting of shareholders. After the approval of the general meeting of shareholders of the company, the management of the company is authorized to sign relevant contract documents within the above limit, including but not limited to selecting qualified issuers of financial products, clarifying the financial amount, signing contract documents, etc. the financial management department of the company is responsible for organizing the implementation.
5. Information disclosure
The company will do a good job in information disclosure in accordance with the relevant provisions of Shenzhen Stock Exchange and other regulatory agencies.
4、 Investment risk and risk control measures
1. Investment risk
(1) Although financial products have been strictly evaluated, the financial market is greatly affected by the macro-economy, and it is not ruled out that the investment is affected by market fluctuations.
(2) The company will intervene timely and appropriately according to the economic situation and changes in the financial market, so the actual income of short-term investment is unpredictable.
2. Measures to be taken against investment risks
(1) The company will strictly abide by the principle of prudent investment and choose low-risk investment varieties. It shall not be used for other securities investment, and shall not purchase financial products with stocks and their derivatives and unsecured bonds as the investment object.
(2) The financial management department of the company will timely analyze and track the investment direction of financial products. During the financial management of the above financial products, the company will maintain close contact with relevant financial institutions, timely track the operation of financial funds, strengthen risk control and supervision, and strictly control the safety of funds.
(3) The board of supervisors and independent directors of the company have the right to supervise and inspect the use of funds for cash management, and can hire professional institutions to audit when necessary.
(4) The company will timely disclose relevant information in accordance with the relevant provisions of Shenzhen Stock Exchange. 5、 Impact on the company
The company’s use of some idle raised funds for cash management is carried out on the premise of ensuring that it will not affect the normal construction of raised investment projects and effectively control risks. It will not affect the normal development of raised investment projects of the company. There is no situation of changing the investment direction of raised funds in a disguised form and damaging the interests of shareholders. It can effectively improve the use efficiency of raised funds, obtain certain investment income and further improve the performance level of the company, Protect the interests of shareholders. 6、 Decision making procedures and special opinions
1. Opinions of the board of directors
On April 24, 2022, the company held the 15th meeting of the second board of directors, deliberated and approved the proposal on using idle raised funds for cash management, and agreed to use some idle raised funds for cash management. The proposal still needs to be deliberated and approved by the company’s 2021 annual general meeting of shareholders.
2. Opinions of the board of supervisors
On April 24, 2022, the company held the 14th meeting of the second board of supervisors, deliberated and adopted the proposal on cash management with idle raised funds. After review, the board of supervisors of the company believes that: the company’s use of idle raised funds for cash management is carried out on the premise of ensuring that it does not affect the normal construction of raised investment projects and effectively control risks. There is no situation of changing the investment direction of raised funds in a disguised manner and damaging the interests of shareholders, and it can effectively improve the use efficiency of raised funds and protect the interests of shareholders; The relevant deliberation and decision-making procedures performed by the company are legal and compliant. Therefore, the board of supervisors agreed that the company would use some idle raised funds for cash management.
3. Opinions of independent directors
The independent directors reviewed the proposal on the management of the company’s idle funds and expressed the following opinions on the use of the raised funds:
The company’s use of idle raised funds for cash management is carried out on the premise of ensuring that it does not affect the normal construction of raised investment projects and effectively control risks. There is no situation of changing the investment direction of raised funds in a disguised manner and damaging the interests of shareholders. It can effectively improve the use efficiency of raised funds and protect the interests of shareholders, which is in line with the Shenzhen Stock Exchange GEM Listing Rules (revised in December 2020) The provisions of relevant laws, regulations and normative documents such as self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 2 – standardized operation of companies listed on GEM and regulatory guidelines for listed companies No. 2 – regulatory requirements for the management and use of raised funds of listed companies.
To sum up, we agree that the company will use idle raised funds for cash management, and agree that the proposal will be submitted to the 2021 annual general meeting of shareholders of the company for deliberation. 7、 Opinions of the sponsor
After verification, the recommendation institution believes that: the company uses idle raised funds for cash management, and there is no situation of changing the investment direction of raised funds in a disguised manner or damaging the interests of shareholders. The use plan of the above raised funds of the company has been reviewed and approved by the board of directors and the board of supervisors of the company, the independent directors have issued explicit consent opinions, and performed the necessary legal procedures (the matter needs to be reviewed and approved by the general meeting of shareholders of the issuer), which is in line with the measures for the administration of securities issuance and listing recommendation business and the rules for the listing of shares on the gem of Shenzhen Stock Exchange (revised in December 2020) Relevant provisions such as self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 2 – standardized operation of companies listed on GEM and regulatory guidelines for listed companies No. 2 – regulatory requirements for the management and use of raised funds of listed companies.
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(there is no text on this page, which is the signature and seal page of Credit Suisse Securities (China) Co., Ltd. on Beijing Scitop Bio-Tech Co.Ltd(300858) using idle raised funds for cash management) sponsor representative:
Guo Yuhui, Zhao Feng
Credit Suisse Securities (China) Co., Ltd
