Haitong Securities Company Limited(600837)
About Hvsen Biotechnology Co.Ltd(300871)
Verification opinions on using raised funds to replace self raised funds invested in raised investment projects in advance and paid issuance expenses
Haitong Securities Company Limited(600837) (hereinafter referred to as ” Haitong Securities Company Limited(600837) ” or “sponsor”) as a sponsor of Hvsen Biotechnology Co.Ltd(300871) (hereinafter referred to as ” Hvsen Biotechnology Co.Ltd(300871) ” or “company”) issuing convertible corporate bonds to unspecified objects, in accordance with the measures for the administration of securities issuance and listing recommendation business and the rules for the listing of stocks on the gem of Shenzhen Stock Exchange Shenzhen Stock Exchange self regulatory guidelines No. 2 – Guidelines for the standardized operation of companies listed on the gem and guidelines for the supervision of listed companies No. 2 – regulatory requirements for the management and use of raised funds by listed companies (revised in 2022), etc, The Hvsen Biotechnology Co.Ltd(300871) has carefully verified the use of the raised funds from the issuance of convertible corporate bonds to unspecified objects to replace the self raised funds invested in the investment projects of the raised funds in advance and the paid issuance expenses. The details are as follows: I. Basic information of the raised funds
With the approval of the China Securities Regulatory Commission on the registration of Hvsen Biotechnology Co.Ltd(300871) issuing convertible corporate bonds to unspecified objects (zjxk [2021] No. 3570), the company issued 7 million convertible corporate bonds to unspecified objects, each with a face value of 100 yuan and a total raised capital of 700 million yuan (in words, 700 million yuan). After deducting the underwriting recommendation fee of RMB 8556603.77 (excluding tax) from the issuance of convertible corporate bonds to unspecified objects (hereinafter referred to as “this issuance”), the raised funds of RMB 691443396.23 were transferred to the special storage account of raised funds designated by the company on December 23, 2021. The transfer of the above raised funds has been completed. The raised funds have been verified by Zhongshen Zhonghuan Certified Public Accountants (special general partnership) and a verification report of Zhonghuan Yan Zi (2021) No. 010097 has been issued.
Before the funds raised by this offering are received, the company will invest the raised investment projects in advance with self raised funds according to the actual progress of the raised investment projects. In addition, the company paid part of the issuance expenses with self raised funds before the arrival of the raised funds.
2、 Investment projects with raised funds
According to the information disclosed in the company’s prospectus for the issuance of convertible corporate bonds to unspecified objects on the gem (hereinafter referred to as the “prospectus”), the total amount of funds raised by the company in this issuance is RMB 700 million, which is intended to be used for the following items after deducting the issuance expenses:
Unit: 10000 yuan
No. project name total investment raised funds
Investment amount
1. Expansion project of tylosin production line with an annual output of 1000 tons and tylosin production line with an annual output of 600 tons 33324.08 28500.00
2 Hubei Huisheng preparation production line automation comprehensive reconstruction and expansion project 13882.07 12100.00
3 pet preparation comprehensive production line construction project 9996.92 9000.00
4 powder / premix production line expansion project 6358.05 4900.00
5. Supplementary working capital 15500.00 15500.00
Total 79061.12 70000.00
3、 Exchange of raised funds for self raised funds invested in raised investment projects in advance and paid issuance expenses
As of the date of issuance of this verification opinion, the total amount of funds invested in advance with the raised funds of convertible bonds is 142.2575 million yuan, of which the funds invested in the raised project in advance with self raised funds are 140.2075 million yuan, and the issuance fee paid in advance with self raised funds is 2.05 million yuan (excluding value-added tax). Zhongshen Zhonghuan Certified Public Accountants (special general partnership) conducted a special audit on the company’s pre investment of raised capital investment projects with self raised funds and the paid issuance expenses, and issued the verification report on the report on Hvsen Biotechnology Co.Ltd(300871) pre investment of raised capital investment projects with self raised funds (Zhonghuan zhuanzi (2022) No. 0100007), as follows:
(I) advance investment of self raised funds into projects invested with raised funds
In order to smoothly promote the construction of the company’s raised investment projects in this issuance, before the raised funds are in place, the company has invested the raised funds in advance according to the actual situation of the project progress. As of December 31, 2021, the cumulative amount of the company’s pre invested projects with self raised funds is 140.2075 million yuan. Therefore, the amount of pre invested projects with raised funds can be replaced by the raised funds this time is 140.2075 million yuan.
Unit: 10000 yuan
No. project name raised funds self raised funds investment total amount of proposed replacement investment amount
1. Expansion project of tylosin production line with an annual output of 1000 tons and tylosin production line with an annual output of 600 tons
2 Hubei Huisheng preparation production line automation comprehensive reconstruction and expansion project 12100.00 6815.64 6815.64
3 pet preparation comprehensive production line construction project 9000.00 370.75 370.75
4 powder / premix production line expansion project 4900.00 580.66 580.66
5 supplementary working capital 15500.00 —
Total 70000.00 14020.75 14020.75
(II) advance payment of issuance fees for self raised funds
According to the verification report of Zhong Huan Yan Zi (2021) No. 0100097 issued by Zhong Shen Zhong Huan Certified Public Accountants (special general partnership), the total issuance expenses of convertible corporate bonds issued by the company to unspecified objects are RMB 10.701 million (excluding value-added tax), including underwriting recommendation fee of RMB 8.5566 million (excluding value-added tax), It has been directly deducted from the raised funds.
As of December 31, 2021, the company has paid 2.05 million yuan (excluding value-added tax) for issuance with self raised funds, and 2.05 million yuan (excluding value-added tax) for this replacement issuance. 4、 Implementation of replacement of pre investment with raised funds
According to the company’s prospectus, the company has made arrangements for the replacement of the raised funds in advance: “if the actual raised funds (after deducting the issuance expenses) are less than the total amount of the proposed raised funds, the board of directors of the company will arrange the specific use of the raised funds according to the importance and urgency of the purpose of the raised funds, and the insufficient part will be solved by self financing.
Before the funds raised by issuing convertible bonds to unspecified objects are in place, if the company invests its own funds in the construction of the above projects, the company will replace them in accordance with the procedures specified in relevant laws and regulations after the raised funds are in place.
Within the final scope of the project invested by raising funds (subject to the documents filed by the relevant competent authorities), the board of directors of the company may appropriately adjust the specific arrangements such as the investment sequence and amount of the raised funds of the above projects according to the actual needs of the project. “
The proposed replacement scheme complies with the provisions of laws, regulations and normative documents such as the regulatory guidelines for listed companies No. 2 – regulatory requirements for the management and use of raised funds by listed companies (revised in 2022), the self regulatory guidelines for Shenzhen Stock Exchange No. 2 – Guidelines for the standardized operation of companies listed on GEM, as well as the relevant arrangements of issuance application documents, It does not affect the normal progress of the investment plan of the raised funds, nor does it change the purpose of the raised funds in a disguised form. The replacement time of the raised funds is no more than 6 months from the arrival time of the raised funds, which is in line with the relevant provisions of laws and regulations. 5、 Audit procedures and opinions
(I) opinions of the board of directors
On January 21, 2022, the 22nd Meeting of the second board of directors of the company deliberated and approved the proposal on using the raised funds to replace the self raised funds invested in the raised investment projects in advance and the paid issuance expenses, and agreed that the company would use the raised funds of this issuance of RMB 142.2575 million to replace the self raised funds invested in the early stage, Among them, 140.2075 million yuan is used to replace the self raised funds invested in the raised investment projects in advance, and 2.05 million yuan is used to replace the self raised funds paid for the issuance expenses.
(II) opinions of the board of supervisors
On January 21, 2022, the 19th meeting of the second board of supervisors of the company deliberated and approved the proposal on using the raised funds to replace the self raised funds invested in the raised investment projects in advance and the paid issuance expenses, and agreed that the company would use the raised funds of this issuance of RMB 142.2575 million to replace the self raised funds invested in the early stage. The matter complies with the self regulatory guidelines of Shenzhen Stock Exchange No. 2 – Guidelines for the standardized operation of companies listed on the gem, regulatory guidelines for listed companies No. 2 – regulatory requirements for the management and use of raised funds by listed companies (revised in 2022) and the articles of association, and there is no change or disguised change in the investment direction of raised funds and damage to the interests of shareholders.
(III) opinions of independent directors
This time, the company used the funds raised by issuing convertible corporate bonds to unspecified objects of RMB 142.2575 million to replace the self raised funds that have been invested in the raised investment projects in advance and paid the issuance expenses. The replacement time of the raised funds is less than six months from the arrival time of the raised funds, Comply with the provisions of laws, regulations and normative documents such as guidelines for the supervision of listed companies No. 2 – regulatory requirements for the management and use of raised funds by listed companies (revised in 2022), guidelines for self discipline supervision of Shenzhen Stock Exchange No. 2 – Guidelines for the standardized operation of companies listed on GEM, and the contents and procedures are legal and compliant, There is no change or disguised change in the investment direction of the raised funds and damage to the interests of shareholders. Therefore, the independent directors unanimously agree that the company will use the raised funds to replace the self raised funds that have been invested in the raised investment projects and paid the issuance expenses in advance.
(IV) assurance opinion of accounting firm
Zhongshen Zhonghuan Certified Public Accountants (special general partnership) conducted a special audit on the relevant situation and issued the verification report on the report on Hvsen Biotechnology Co.Ltd(300871) investment projects invested with raised funds in advance with self raised funds (Zhonghuan zhuanzi (2022) No. 0100007), It is considered that the report on the investment projects invested with raised funds in advance by the company with self raised funds has been prepared in accordance with the relevant requirements of the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 2 – standardized operation of companies listed on GEM issued by Shenzhen Stock Exchange, In all major aspects, it truthfully reflects the situation that Hvsen Biotechnology Co.Ltd(300871) invested in the project with raised funds in advance with self raised funds. 6、 Verification opinions of the recommendation institution
After verification, the sponsor believes that the company’s replacement of self raised funds and paid issuance expenses with raised funds has been deliberated and approved by the board of directors and the board of supervisors of the company, the independent directors have expressed their independent opinions, and China audit Zhonghuan Certified Public Accountants (special general partnership) has issued a special audit report, The necessary examination and approval procedures have been performed and comply with the provisions of relevant laws, regulations and normative documents. The company replaces the self raised funds and paid issuance expenses invested in the raised investment projects in advance with the raised funds, does not change the purpose of the raised funds in a disguised manner and damage the interests of shareholders, will not affect the normal progress of the raised funds investment projects, and the replacement time shall not exceed six months from the arrival time of the raised funds, Comply with the relevant provisions of the guidelines for the supervision of listed companies No. 2 – regulatory requirements for the management and use of raised funds by listed companies (revised in 2022), the Listing Rules of GEM stocks of Shenzhen Stock Exchange, the guidelines for self-discipline supervision of Shenzhen Stock Exchange No. 2 – Guidelines for the standardized operation of GEM listed companies and the company’s fund-raising management system. The recommendation institution has no objection to the company’s replacement of the self raised funds invested in the raised investment projects in advance and the paid issuance expenses with the raised funds.
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(there is no text on this page, which is the signature and seal page of Haitong Securities Company Limited(600837) verification opinions on Hvsen Biotechnology Co.Ltd(300871) using raised funds to replace self raised funds invested in raised projects in advance and paid issuance expenses) signature of the sponsor representative:
Chen Yu’an, Wu Yi
