China Merchants Securities’ verification opinions on the completion of some investment projects of Antu Biotechnology and the remaining raised funds to permanently replenish working capital
China Merchants Securities Co., Ltd.
About Zhengzhou Antu Bioengineering Co., Ltd.
Verification opinions on closing some of the raised investment projects and using the remaining raised funds to permanently replenish working capital
China Merchants Securities Co., Ltd. (hereinafter referred to as "CMS" or the "Sponsor"), as the sponsor of the non-public issuance of shares by Zhengzhou Antu Bioengineering Co., Ltd. (hereinafter referred to as "Antu Bio" or the "Company") in 2020, in accordance with the "Measures for the Administration of the Sponsorship Business of Securities Issuance and Listing", "Supervisory Rules for Fund Raising by Listed Companies", "Shanghai Stock Exchange Stock Listing Rules", "Shanghai Stock Exchange Self-Regulatory Supervision Guidelines for Listed Companies No. 1 - Standardized Operations" and "Shanghai Stock Exchange Self-Regulatory Supervision Guidelines for Listed Companies No. 11" No. - Continuous Supervision" and other relevant laws, regulations and normative documents, the matter of closing some investment projects and permanently replenishing working capital with the remaining raised funds was verified, and the following verification opinions were issued:
1. Basic situation of raised funds
As approved by the "Reply on the Approval of the Non-public Issuance of Stocks by Zhengzhou Antu Bioengineering Co., Ltd." (CSRC License [2020] No. 2079) issued by the China Securities Regulatory Commission, the company non-publicly issued 20,375,760 RMB ordinary shares (A shares) to 10 subscribers, with a face value of 1.00 yuan per share and an issuance price of 151.16 yuan per share. The total amount of funds raised by this non-public issuance is RMB 3,079,999,881.60. After deducting the issuance expenses of RMB 28,264,504.42 (excluding tax), the net amount of funds raised is RMB 3,051,735,377.18.
The raised funds were all received on November 3, 2020. Zhongqin Wanxin Accounting Firm (Special General Partnership) issued the Qinxin Yanzi [2020] No. 0063 Capital Verification Report on the arrival of the raised funds, confirming the arrival of the raised funds. The company and its subsidiary Antu Experimental Instruments (Zhengzhou) Co., Ltd. have opened special bank accounts for the storage of raised funds, and have signed the "Tripartite Supervision Agreement for Special Account Storage of Raised Funds" and "Four-Party Supervision Agreement for Raised Funds" with the sponsor institution and the account opening bank.
Issuance name 2020 non-public offering of stocks
Total funds raised 3.0799999 billion yuan
Net amount of funds raised 3,051,735,400 yuan
Time for receipt of raised funds: November 3, 2020
2. Completion of this fundraising project and savings of raised funds
(1) Completion of raised investment projects and savings of raised funds
As of December 31, 2025, the "Marketing Network Construction Project of Antu Biodiagnostic Instrument Industrial Park" has been completed and has reached the scheduled usable state. The company plans to close the project.
Project Completion Name Antu Biodiagnostic Instrument Industrial Park Marketing Network Construction Project Completion Time March 31, 2026
Amount of committed use of raised funds (A) 200.0461 million yuan
Actual amount of raised funds used (B) 184.1723 million yuan
Amount to be paid (C) 0.00 million yuan
Interest and cash management income (D) 25.4902 million yuan
Amount of remaining raised funds (E)
41.364 million yuan
(E=A-B-C+D)
Usage and corresponding amount of surplus raised funds Supplementary flow, 41.364 million yuan
Note: 1. The actual usage amount of the above raised funds is the preliminary calculation result as of March 31, 2026. The final amount used for permanent replenishment shall be subject to the actual transfer-out amount.
- Interest and cash management income: calculated based on the proportion of the investment in Antu Biodiagnostic Instrument Industrial Park’s marketing network construction project to the total adjusted investment multiplied by the accumulated financial income (including current interest) as of March 31, 2026.
(2) Main reasons for savings in raised funds
During the implementation of the raised investment project, the company strictly complies with the relevant regulations on the use of raised funds, adheres to the principles of economy, reasonableness and effectiveness, strictly controls project construction costs and expenses, strengthens the management and supervision of project construction, and optimizes plans based on its own technical advantages and experience to reasonably reduce project costs and expenses and other investment amounts.
At the same time, in order to improve the efficiency of the use of raised funds and obtain more investment returns for the company and shareholders, without affecting the construction of investment projects with raised funds and the safety of raised funds, the company used part of the idle raised funds for cash management and obtained certain investment returns.
3. Use plan of surplus raised funds and its impact on the company
In view of the fact that the company's "Marketing Network Construction Project of Antu Biodiagnostic Instrument Industrial Park" has been completed, in order to improve the efficiency of the use of raised funds, optimize resource allocation and enhance the company's operating efficiency, the company plans to permanently replenish working capital with the remaining funds from the raised investment project to support the company's daily production and operation activities.
The use of the surplus raised funds this time is a reasonable arrangement made by the company based on the actual implementation of the investment project and the company's own operating conditions. It will not affect the normal operation of the company's business and will not harm the interests of the company and shareholders. The remaining raised funds are used to permanently replenish working capital, which can meet the company's operating needs for working capital, improve the efficiency of capital use, further reduce financial expenses, and help maximize the interests of the company and shareholders.
4. Review procedure
The company held the 11th meeting of the fifth session of the Board of Directors on April 21, 2026, and reviewed and approved the "Proposal on Closing Part of the Raised Investment Projects and Permanently Supplementing Working Capital with the Surplus Raised Funds", and agreed that the company will close the raised investment project "Marketing Network Construction Project of Antu Biodiagnostic Instrument Industrial Park" and use the remaining raised funds of 41.364 million yuan (the actual amount is based on the balance of the raised funds special account on the day the funds are transferred) to permanently replenish working capital for use in the company's daily production and operations. This matter was a prudent decision based on the actual implementation of the raised investment project. There was no illegal use of raised funds, no significant adverse impact on the company's normal operations, and no harm to the interests of shareholders. This proposal still needs to be submitted to the company's shareholders' meeting for review.
5. Verification opinions of the sponsor
After verification, the sponsor believes that: Antu Biotech has completed some of its fundraising projects this time and will use the remaining raised funds to permanently replenish its working capital, which will help the company improve the efficiency of the use of raised funds, conform to the interests of the company and shareholders, and will not harm the interests of the company and small and medium-sized shareholders. Relevant matters have been reviewed and approved at the 11th meeting of the company's fifth board of directors and still need to be submitted to the company's shareholders' meeting for review, and are in compliance with the "Supervisory Rules for Fund Raising by Listed Companies", "Shanghai Stock Exchange Stock Listing Rules", "Shanghai Stock Exchange Self-Discipline Supervision Guidelines for Listed Companies No. 1 - Standardized Operations" and other relevant regulations.
In summary, the sponsor institution has no objection to the completion of some of Antu Bio's fundraising projects this time and the remaining raised funds will permanently replenish working capital.
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