Cathay Haitong Securities Co., Ltd.’s verification opinions on Suzhou Fengbei Biotechnology Co., Ltd.’s use of part of temporarily idle raised funds for cash management
Cathay Haitong Securities Co., Ltd.
About Suzhou Fengbei Biotechnology Co., Ltd.
Verification opinions on using part of temporarily idle raised funds for cash management
Cathay Haitong Securities Co., Ltd. (hereinafter referred to as "Cathay Haitong" or the "Sponsor"), as the sponsor of Suzhou Fengbei Biotechnology Co., Ltd. (hereinafter referred to as "Fengbei Biotechnology", the "Company" or the "Issuer")'s initial public offering and listing on the main board, in accordance with the "Measures for the Administration of Sponsorship Business for Securities Issuance and Listing", "Supervisory Rules for Fund Raising by Listed Companies", "Shanghai Stock Exchange Stock Listing Rules" and "Shanghai Stock Exchange Self-Regulatory Supervision Guidelines for Listed Companies" No. No. 1 - Standardized Operations" and other relevant laws, regulations and normative documents, we conducted a careful review on the use of temporarily idle raised funds for cash management by Fengbi Biotech, and issued the following review opinions:
1. Basic situation of raised funds
Approved by the China Securities Regulatory Commission's "Reply on Approving the Registration of Suzhou Fengbei Biotechnology Co., Ltd.'s Initial Public Offering of Stocks" (CSRC Permit [2025] No. 1958), the company's initial public offering of 35.90 million shares, with an issuance price of RMB 24.49 per share, raised a total of RMB 879.191 million, and the actual net raised funds after deducting various issuance expenses was RMB 794,437,747 yuan. The above-mentioned receipt of funds raised has been verified by Zhongxinghua Accounting Firm (Special General Partnership), which issued Zhongxinghua Yanzi (2025) No. 020024 "Capital Verification Report".
All the above-mentioned raised funds have been deposited in a special account for raised funds management, and the company has signed a raised funds supervision agreement with the commercial bank and sponsor where the raised funds are deposited.
2. Basic situation of investment projects with raised funds
According to the "Prospectus for the Initial Public Offering of Stocks and Listing on the Main Board of Suzhou Fengbei Biotechnology Co., Ltd." (hereinafter referred to as the "Prospectus"), the funds raised by the company from this issuance will be invested in the following projects after deducting issuance expenses:
Unit: 10,000 yuan
Total project investment Funds to be invested Serial number Project name
Amount of money
Newly built annual production capacity of 300,000 tons of methyl oleate and 10,000 tons of industrial grade mixing
oil, 50,000 tons of agricultural microbial inoculants, 10,000 tons of compound microorganisms
1 104,000.00 75,000.00 Fertilizer and by-product biodiesel 50,000 tons, glycerin 8,200 tons
tons of projects
Total 104,000.00 75,000.00
Since the construction of fundraising projects requires a certain period of time, according to the construction progress of the fundraising projects, some of the funds raised at this stage will be idle in the short term. On the premise of not affecting the construction of investment projects and the company's normal operations, the company will rationally use idle raised funds for cash management, improve the efficiency of the use of raised funds, and protect the interests of shareholders.
3. Basic situation of using temporarily idle raised funds for cash management this time
(1) Investment purpose
In accordance with relevant regulations such as the "Supervision Rules for Funds Raised by Listed Companies" and the "Shanghai Stock Exchange Self-Regulatory Guidelines for Listed Companies No. 1 - Standardized Operations", in order to improve the efficiency of the use of funds raised by the company, without affecting the construction of investment projects with raised funds and the company's normal operations, the company plans to rationally use part of the idle raised funds for cash management, increase capital income, and obtain investment returns for the company and shareholders.
(2) Quota and term
The company plans to use idle raised funds (including excess raised funds) not exceeding RMB 300 million (including the original amount) for cash management, and the period of use is within 12 months from the date of review and approval by the company's board of directors. Within the above quota and validity period, the funds can be used on a rolling basis, and the transaction amount at any point in the period (including the amount related to reinvestment of the aforementioned investment income) should not exceed the investment quota.
(3) Types of investment products
Capital-guaranteed financial products with high security, good liquidity, low risk, and robustness (the maximum investment period for a single product is no more than 12 months, including but not limited to structured deposits, agreement deposits, notice deposits, large certificates of deposit, income certificates, etc.). This cash management product shall not be used for pledge and shall not be used for investment activities for the purpose of securities investment.
(4) Validity period of resolution
It shall be effective within 12 months from the date of review and approval by the company's board of directors.
(5) Implementation method
The board of directors authorizes the general manager to exercise the decision-making power and sign relevant legal documents within the above-mentioned quota and period, including but not limited to: selecting appropriate professional financial institutions, clarifying cash management amounts and periods, selecting products/business types, signing contracts and agreements, etc. Specific matters shall be organized and implemented by the company’s financial controller.
(6) Information disclosure
The company will promptly disclose the specific circumstances of the company's use of part of the temporarily idle raised funds for cash management in accordance with the requirements of relevant laws, regulations and normative documents such as the "Supervisory Rules for Funds Raised by Listed Companies", "Stock Listing Rules of the Shanghai Stock Exchange", "Shanghai Stock Exchange Self-Regulatory Guidelines for Listed Companies No. 1 - Standardized Operations" and other relevant laws, regulations and normative documents.
(7) Cash management income distribution
The proceeds from the company's use of part of the temporarily idle raised funds for cash management belong to the company, and the funds are managed and used in strict accordance with the requirements of the China Securities Regulatory Commission and the Shanghai Stock Exchange on regulatory measures for raised funds.
4. Impact on the company’s daily operations
The company uses part of the idle raised funds for cash management under the premise of ensuring that it does not affect the normal progress of the investment plan of the raised funds, the safety of funds and the company's normal production and operations. It will not affect the normal development of the company's investment projects with raised funds and the company's production and operation activities, and there is no disguised change in the use of raised funds. Through appropriate cash management, the company's capital usage efficiency can be improved, a certain investment income can be obtained, and more investment returns can be obtained for the company and shareholders.
5. Risk control measures
(1) Cash management risks
Although the company plans to choose capital-guaranteed financial products with high security and good liquidity, the financial market is greatly affected by the macroeconomics, and it is not ruled out that the investment will be affected by market fluctuations. The company will intervene in a timely and appropriate amount according to the economic situation and changes in the financial market to reduce investment risks caused by market fluctuations.
(2) Risk control measures
The company will strictly abide by the principle of prudent investment, strictly screen cash management trustees, and select financial institutions with good reputation, large scale, strong capital security capabilities, and legal operating qualifications.
The company establishes and improves the approval and execution procedures for cash management in accordance with the principle of separation of decision-making, execution and supervision functions, effectively carries out and standardizes the purchase of investment products for cash management, and ensures the safety of funds.
In order to control risks, the company will choose capital-guaranteed financial products with high security and good liquidity when conducting cash management, and such cash management products shall not be used for pledge or investment activities for the purpose of securities investment.
The company's financial department will establish an investment ledger, maintain close contact with relevant financial institutions during the financing period of the above-mentioned financial products, track the operation of financial funds in a timely manner, and strengthen risk control and supervision. If the assessment finds that there are risk factors that may affect the company's capital security, corresponding measures will be taken in a timely manner to strictly control investment risks.
The company’s independent directors and the audit committee of the board of directors have the right to supervise and inspect the use of funds, and can hire professional institutions to conduct audits when necessary.
6. Implementation review procedures and related opinions
The company held the seventh meeting of the second board of directors on December 9, 2025, and reviewed and approved the "Proposal on Using Part of Idle Raised Funds for Cash Management", and agreed that the company plans to use idle raised funds (including super-raised funds) not exceeding RMB 300 million (including the principal amount) for cash management to invest in capital-guaranteed financial products with high security and good liquidity. The cash management quota will be valid for 12 months from the date of review and approval by the board of directors. The above matters are within the scope of approval authority of the company's board of directors and do not need to be submitted to the shareholders' meeting for review.
7. Sponsor’s verification opinions
After verification, the sponsor believes that the company's use of temporarily idle raised funds for cash management has been reviewed and approved by the company's board of directors. The company's use of temporarily idle raised funds for cash management is in compliance with laws, regulations, normative documents such as the "Supervisory Rules for Raised Funds of Listed Companies", "Stock Listing Rules of the Shanghai Stock Exchange", "Shanghai Stock Exchange Self-Regulatory Guidelines for Listed Companies No. 1 - Standardized Operations", as well as the company's "Raised Funds Management System" and other relevant regulations. There is no disguised change in the use of raised funds, and it does not affect the normal progress of the investment plan of raised funds. It can improve the efficiency of fund use and is in the interests of the company and all shareholders.
In summary, the sponsor has no objection to the company's use of part of the temporarily idle raised funds for cash management.
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