About Beijing Scitop Bio-Tech Co.Ltd(300858)
Verification report on the use of the previously raised funds
Zhonghuan zhuanzi (2022) 0111068 Beijing Scitop Bio-Tech Co.Ltd(300858) all shareholders:
We have accepted the entrustment to carry out the verification of the attached report on the use of the previously raised funds of Beijing Scitop Bio-Tech Co.Ltd(300858) (hereinafter referred to as ” Beijing Scitop Bio-Tech Co.Ltd(300858) “) as of December 31, 2021.
In accordance with the provisions on the report on the use of the previously raised funds issued by the China Securities Regulatory Commission, prepare the report on the use of the previously raised funds and ensure that its contents are true, accurate and complete without false records, misleading statements or major omissions, and provide us with true, legal and complete physical evidence, original written materials, copies Oral testimony and other evidence we deem necessary are the responsibility of Beijing Scitop Bio-Tech Co.Ltd(300858) board of directors. The conclusion on the use of the raised funds is based on our previous assurance report.
We have carried out the assurance work in accordance with the provisions of other assurance business standards for Chinese certified public accountants No. 3101 – assurance business other than audit or review of historical financial information, which requires us to abide by the code of professional ethics for Chinese certified public accountants, plan and carry out the verification work, so as to obtain reasonable assurance about whether there is no material misstatement in the report on the use of previously raised funds. We think it is necessary to re calculate the amount in the process of checking and verifying the accounting records. We believe that our assurance work provides a reasonable basis for making assurance conclusions.
We believe that the attached report on the use of funds raised by Beijing Scitop Bio-Tech Co.Ltd(300858) as of December 31, 2021 has been prepared in accordance with the provisions on the report on the use of funds raised by Beijing Scitop Bio-Tech Co.Ltd(300858) as of December 31, 2021, which truthfully reflects the use of funds raised by Beijing Scitop Bio-Tech Co.Ltd(300858) as of December 31, 2021 in all major aspects.
This assurance report is only for use when Beijing Scitop Bio-Tech Co.Ltd(300858) applies for issuing shares to specific objects, and shall not be used for any other purpose. We agree that this assurance report, as a necessary document for Beijing Scitop Bio-Tech Co.Ltd(300858) applying for issuing shares to specific objects, shall be submitted to China Securities Regulatory Commission and Shenzhen stock exchange together with other application materials.
Zhongshen Zhonghuan Certified Public Accountants (special general partnership) Chinese certified public accountant:
Wang Yu
Chinese certified public accountant:
Chen Ling
Wuhan, China April 24, 2022
Report on the use of the previously raised funds
In accordance with the provisions on the report on the use of the previously raised funds issued by the China Securities Regulatory Commission, Beijing Scitop Bio-Tech Co.Ltd(300858) (hereinafter referred to as “the company” or “the company”) has prepared the report on the use of the previously raised funds as of December 31, 2021.
1、 Basic information of previously raised funds
(I) actual amount of raised funds, time of fund arrival and fund balance
Approved by the reply on approving Beijing Scitop Bio-Tech Co.Ltd(300858) initial public offering (zjxk [2020] No. 1337) of 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 and a total raised capital of RMB 488931000. After deducting the issuance expenses excluding tax, The net amount of funds raised by the company this time is RMB 436181500.
Verified by the capital verification report (zhyz [2020] No. 010029) issued by Zhongshen Zhonghuan Certified Public Accountants (special general partnership), the balance of the above total raised funds after deducting the unpaid recommendation and underwriting fees (including tax) was transferred to the special account for raised funds opened by the company on July 21, 2020. As of December 31, 2021, the net amount of raised funds received by the company was 43558600 yuan (deducting the issuance expenses including tax), the total amount of cash management income from some idle raised funds and interest income from bank deposits deducting bank handling expenses was 112888 million yuan, and the accumulated use of raised funds was 1561613 million yuan (including 846038 million yuan invested in the early stage of the replacement of raised funds), The closing balance of the special account for raised funds was transferred to the basic account of 11000 yuan, and the balance of unused raised funds was 290685000 yuan.
(II) deposit of the previously raised funds in the special account
In order to standardize the management of the company’s raised funds and improve the efficiency of the use of the raised funds, in accordance with the company law of the people’s Republic of China, the securities law of the people’s Republic of China, the guidelines for the supervision of listed companies No. 2 – regulatory requirements for the management and use of the raised funds of listed companies, the Listing Rules of GEM stocks of Shenzhen Stock Exchange, the guidelines for the standardized operation of GEM listed companies of Shenzhen Stock Exchange and other laws and regulations In accordance with the relevant provisions of normative documents and Beijing Scitop Bio-Tech Co.Ltd(300858) articles of association, the company has formulated the measures for the management of raised funds. According to the provisions of the above system, the company implements a special account for the raised funds according to each investment project.
The second and fourth meetings of the board of directors of Beijing Branch approved the fund raised by huai8 35 Manage, use and sign the tripartite supervision agreement on raised funds (hereinafter referred to as the “tripartite supervision agreement”) with the above-mentioned bank and the sponsor Credit Suisse Founder Securities Co.Ltd(601901) Co., Ltd., which is not significantly different from the model tripartite supervision agreement.
In view of the fund-raising investment project of 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 ready to eat lactic acid bacteria, the project is implemented by Jinhua Yinhe Biotechnology Co., Ltd. (hereinafter referred to as “Jinhua Yinhe”), a wholly-owned subsidiary of the company. In order to standardize the fund-raising management of the company and protect the rights and interests of investors, In accordance with relevant laws and regulations and the provisions of the guidelines for self discipline supervision of Listed Companies in Shenzhen Stock Exchange No. 2 – standardized operation of companies listed on GEM, the company has signed the four party supervision agreement on raising funds with Jinhua galaxy, Industrial And Commercial Bank Of China Limited(601398) Jinhua Branch and the sponsor Credit Suisse Founder Securities Co.Ltd(601901) Co., Ltd.
On April 21, 2021, the company held the 9th meeting of the 2nd board of directors, the 9th meeting of the 2nd board of supervisors and the 2020 annual general meeting of shareholders held on June 3, 2021, deliberated and adopted the proposal on changing some investment projects with raised funds and establishing wholly-owned subsidiaries and providing loans to implement the investment projects with raised funds, which will be the “production project with an annual output of 10000 tons of food ingredients” The “production project of animal husbandry and agricultural micro ecological products with an annual output of 8000 tons” and the “construction project of science and technology R & D center” are adjusted for the “food sector R & D and production base project” and “micro ecological agent production base project”. Since the fund-raising investment project of the R & D and production base project of the food sector is implemented by Inner Mongolia Beijing Scitop Bio-Tech Co.Ltd(300858) Co., Ltd. (hereinafter referred to as “Inner Mongolia Ketuo”), a wholly-owned subsidiary of the company, and the fund-raising investment project of the microecological preparation production base project is implemented by Inner Mongolia guketuo Micro Ecological Technology Development Co., Ltd. (hereinafter referred to as “Ketuo micro ecology”), a wholly-owned subsidiary of the company, in order to standardize the fund-raising management of the company, To protect the rights and interests of investors, in accordance with relevant laws and regulations and the provisions of the guidelines for self discipline supervision of Listed Companies in Shenzhen Stock Exchange No. 2 – standardized operation of companies listed on the gem, the company and Inner Mongolia Ketuo, Bank Of Communications Co.Ltd(601328) Hohhot Ulan sub branch, the sponsor credit Suisse Founder Securities Co.Ltd(601901) Co., Ltd., as well as Ketuo micro ecology, China Merchants Bank Co.Ltd(600036) Hohhot University East Street sub branch The sponsor Credit Suisse Founder Securities Co.Ltd(601901) Co., Ltd. signed the four party supervision agreement on raised funds respectively.
As of December 31, 2021, the balance of the special account for the deposit of raised funds is as follows:
Account balance of deposit bank (10000 yuan)
Industrial And Commercial Bank Of China Limited(601398) Beijing Yanqi Economic Development Zone 02 Shenzhen Mingdiao Decoration Co.Ltd(002830) 192 Tianma Microelectronics Co.Ltd(000050) 9294139.27 current payment zone sub branch
Bank Of Ningbo Co.Ltd(002142) Beijing Wangjing sub branch 77060122001740748578.37 current account
Account balance of deposit bank (10000 yuan)
Bank Of Hangzhou Co.Ltd(600926) Beijing Beijing Centergate Technologies (Holding) Co.Ltd(000931) sub branch 11010401 Shanxi Lanhua Sci-Tech Venture Co.Ltd(600123) 62304643.25 current Bank Of Communications Co.Ltd(601328) Hohhot Ulan sub branch 510 Xiamen R&T Plumbing Technology Co.Ltd(002790) 1 Shenzhen Inovance Technology Co.Ltd(300124) 102079.75 current China Merchants Bank Co.Ltd(600036) Hohhot University East Street Branch 4719019166107019627.86 current bank
Industrial And Commercial Bank Of China Limited(601398) Beijing Huairou sub branch 02 Suncha Technology Co.Ltd(001211) 9200537191 account cancellation China Citic Bank Corporation Limited(601998) Beijing Shilihe sub branch 8110701013101928319 account cancellation Industrial And Commercial Bank Of China Limited(601398) Jinhua Branch 1208017029200618836 account cancellation total 2906850
2、 Actual use of previously raised funds
1. Comparison of the use of previously raised funds
According to the application plan of the raised funds disclosed in the prospectus of the company’s initial public offering and listing on the gem, the actual raised funds of the company will be invested in the production project of food ingredients with an annual output of 10000 tons after deducting the issuance expenses; The annual output of 30 tons of lactic acid bacteria powder, 45 tons of solid drinks, 45 tons of tablet candy and 10 tons of ready to eat lactic acid bacteria project is 898905 million yuan; The annual output of 8000 tons of livestock breeding and agricultural micro ecological products production project is 149477800 yuan; 60 million yuan for the construction project of science and technology R & D center; The supplementary working capital is 25 million yuan.
As of December 31, 2021, see Annex 1 “comparison table of the use of previously raised funds” for the comparison of the actual use of previously raised funds.
2. Change of previous raised funds
Among the original projects raised and invested by the company, “10000 tons / year food ingredients production project” and “8000 tons / year animal husbandry and agricultural micro ecological products production project” were formulated by the company based on its own situation in 2018 and implemented by Qingdao Jiuhe Yisheng Biotechnology Co., Ltd., a wholly-owned subsidiary of the company, to improve the production capacity of main business products through the construction of food ingredients and animal and plant micro ecological agents production project in Laixi City, Qingdao; The “construction project of science and technology R & D center” in the original raised investment project is implemented by the company. The overall R & D capacity of the company is improved by purchasing real estate and R & D equipment in Shunyi District, Beijing. As two production-oriented projects in the original raised investment projects are scheduled to be implemented in Laixi City, Qingdao, and R & D projects are scheduled to be implemented in Shunyi District, Beijing, while the company’s existing production and R & D offices are located in Huairou District, Hohhot City and Jinhua City, Beijing. On the one hand, the implementation of the original raised investment project will increase the company’s remote management cost; On the other hand, the separation of R & D and production is not conducive to the company’s R & D and production synergy in the field of food ingredients and probiotics. Considering the operation and development of the company, the company signed the investment contract for comprehensive R & D pilot production base project with the Management Committee of Helingeer New Area in Inner Mongolia, using about 349.1 mu of industrial land in Helingeer New Area in Inner Mongolia Autonomous Region, and invested in the construction of supporting facilities such as edible probiotic products, food ingredients and animal and plant probiotics production workshops, R & D centers, office buildings and academic exchange centers. The “production project of food ingredients with an annual output of 10000 tons”, “production project of animal husbandry and agricultural micro ecological products with an annual output of 8000 tons” and “construction project of science and technology R & D center” are adjusted to “R & D and production base project of food sector” and “production base project of micro ecological agents”.
Description of decision-making procedures and information disclosure: the company held the ninth meeting of the second board of directors, the ninth meeting of the second board of supervisors and the 2020 annual general meeting of shareholders held on April 21, 2021, and deliberated and adopted the regulations on changing some investment projects of raised funds and contributing to the establishment of wholly-owned subsidiaries
