Credit Suisse Securities (China) Co., Ltd
About Beijing Scitop Bio-Tech Co.Ltd(300858)
Verification opinions on using idle self owned funds for cash management
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) The self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 13 – recommendation business, the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 2 – standardized operation of GEM listed companies and other relevant provisions have carefully verified the cash management of Beijing Scitop Bio-Tech Co.Ltd(300858) using idle self owned funds, and the verification opinions are as follows: I. cash management using idle self owned funds
1. Cash management purpose
In order to improve the use efficiency of idle self owned funds, the company plans to use temporarily idle self owned funds for cash management on the premise of ensuring that it does not affect the normal operation and capital safety of the company and effectively controlling risks, 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 wealth management products with high security, 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 wealth management products, income certificates, structured deposits, call deposits, etc. issued by commercial banks, securities companies and other formal financial institutions.
3. Investment quota and term
The company plans to use idle self owned funds of no more than RMB 300 million (including this amount) for cash management, which is valid for 12 months from the date of deliberation and approval by the 2021 annual general meeting of shareholders, and can be recycled and used within the above limit and term.
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. 2、 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. 3、 Impact on the company
The company uses some idle self owned funds for cash management, which will not affect the normal operation and capital safety of the company, and will be carried out on the premise of effective risk control, which will not affect the normal operation of the company’s business. At the same time, it can improve the efficiency of capital use, obtain certain investment income, further improve the performance level of the company and protect the interests of shareholders. 4、 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 self owned funds for cash management, and agreed to use some idle self owned 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 self owned funds. After verification, the board of supervisors of the company believes that the use of idle self owned funds for cash management does not affect the normal operation and capital safety of the company, and is carried out on the premise of effective risk control. At the same time, it can improve the efficiency of capital use, obtain certain investment income, further improve the performance level of the company 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 self owned funds for cash management.
3. Opinions of independent directors
After verification, the independent directors of the company reviewed the proposal on cash management with idle self owned funds and issued independent opinions as follows:
The company’s use of idle self owned funds for cash management is carried out on the premise of ensuring that it does not affect the normal operation of the company and the safety of funds, and effectively controlling risks. The use of idle self owned funds for cash management is conducive to improving the use efficiency of the company’s self owned funds and increasing the company’s capital income. It will not have an adverse impact on the company’s business activities, which is in line with the interests of the company and does not harm the company and all shareholders, Especially the interests of minority shareholders. The decision-making procedure of this matter is legal and compliant. Independent directors unanimously agree that the company uses idle self owned funds for cash management. 5、 Verification opinions of the recommendation institution
After verification, Credit Suisse Securities expressed the following opinions on the company’s use of idle self owned funds for cash management:
Beijing Scitop Bio-Tech Co.Ltd(300858) using idle self owned funds for cash management has been deliberated and approved by the board of directors and the board of supervisors of the company, and the independent directors have expressed their explicit consent and fulfilled the necessary internal decision-making procedures (this matter needs to be deliberated and approved by the 2021 annual general meeting of shareholders of the company), which is in line with the measures for the administration of securities issuance and listing recommendation business Relevant provisions such as the Shenzhen Stock Exchange GEM Listing Rules (revised in December 2020) and the Shenzhen Stock Exchange listed companies self regulatory guidelines No. 2 – standardized operation of GEM listed companies do not harm the interests of the company’s shareholders.
In conclusion, the recommendation institution has no objection to the company’s use of idle self owned funds for cash management.
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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 self owned funds for cash management) sponsor representative:
Guo Yuhui, Zhao Feng
Credit Suisse Securities (China) Co., Ltd
