Beijing Scitop Bio-Tech Co.Ltd(300858)
Special report on the use of 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”) has prepared the report on the use of the previously raised funds as of December 31, 2021. 1、 Basic information of previously raised funds
1. 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 cash management income of some idle raised funds and the interest income generated from bank deposits deducting the bank handling fees totaled 112888 million yuan, and the accumulated use of raised funds was 1561613 million yuan (including the investment amount in the early stage of the replacement of raised funds of 846038 million yuan), 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.
2. 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 relevant provisions of 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 rules for the listing of shares on the gem of Shenzhen Stock Exchange and the articles of association of Shenzhen Ketuo Hengtong Biotechnology Co., Ltd, 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:
Opening bank account balance (10000 yuan) remarks
Industrial And Commercial Bank Of China Limited(601398) Beijing Yanqi Economic Development Zone sub branch 02 Shenzhen Mingdiao Decoration Co.Ltd(002830) 192 Tianma Microelectronics Co.Ltd(000050) 9294139.27 current account
Bank Of Ningbo Co.Ltd(002142) Beijing Wangjing sub branch 77060122001740748578.37 current account
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 account
Bank Of Communications Co.Ltd(601328) Hohhot Ulan sub branch 1510 Xiamen R&T Plumbing Technology Co.Ltd(002790) 1 Walvax Biotechnology Co.Ltd(300142) 4102079.75 current account
China Merchants Bank Co.Ltd(600036) Hohhot University East Street sub branch 4719019166107019627.86 current account
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 on April 21, 2021, and deliberated and adopted the proposal on changing some investment projects with raised funds and establishing wholly-owned subsidiaries and providing loans to implement investment projects with raised funds, Approve the company to change some investment projects with raised funds. For details, please refer to cninfo (www.cn. Info. Com. CN.) published by the company on April 23, 2021 Announcement on changing some investment projects with raised funds and establishing wholly-owned subsidiaries and providing loans to implement investment projects with raised funds (Announcement No.: 2021021).
3. Description of the difference between the actual total investment and the total committed investment of the project raised funds in the previous time
Unit: 10000 yuan
Total investment commitment of the project and actual investment raised
Total amount of difference in funds raised from investment projects total amount of reasons for difference
The annual output of lactic acid bacteria powder is 45 tons
Solid beverage, 45t tablet candy and 948905898905899074 1.69 note 110t instant lactic acid bacteria project
Food sector R & D and production base project 105738731718132294188 – 1423944 note 2
Microecological agent production base project 26381101494778118351 – 1376427 note 2
Supplementary working capital 25 Shenzhen Tellus Holding Co.Ltd(000025) 0000
Total 1416088843618151561613 – 2800202
Note 1: 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 promised investment of the project is 898905 million yuan, the actual investment is 899074 million yuan, and the investment difference is 169 thousand yuan. The interest income generated from the raised funds is invested into the raised funds project.
Note 2: the difference between the actual total investment and the promised total investment of the R & D and production base project of food sector and the production base project of probiotics is due to the fact that the project is still under construction.
4. Investment projects of previously raised funds that have been transferred or replaced
The investment project of the previously raised funds does not involve external transfer or replacement.
5. Temporary idle raised funds and unused raised funds
The company held the fifth meeting of the second board of directors and the fifth meeting of the second board of supervisors on August 26, 2020 and the first extraordinary general meeting of shareholders in 2020 on September 18, 2020, deliberated and adopted the proposal on cash management with idle raised funds, and agreed that the company would not affect the normal construction of raised investment projects, It is proposed to use idle raised funds with a total amount of no more than RMB 300 million (including this amount) for cash management. The above amount will be effective within 12 months from the date of deliberation and approval at the first extraordinary general meeting of shareholders in 2020. Within the above-mentioned limit and term, the funds can be used in a circular and rolling manner. Independent directors of the company
