Citic Securities Company Limited(600030)
About Shanghai Lily&Beauty Cosmetics Co.Ltd(605136)
Special verification report on the deposit and use of raised funds in 2021
The sponsor and continuous supervision organization of Citic Securities Company Limited(600030) (hereinafter referred to as " Citic Securities Company Limited(600030) " or "sponsor") Shanghai Lily&Beauty Cosmetics Co.Ltd(605136) (hereinafter referred to as "company", " Shanghai Lily&Beauty Cosmetics Co.Ltd(605136) ") initial public offering and listing of A-Shares (hereinafter referred to as "this offering") in accordance with the administrative measures for securities issuance and listing sponsor business and the stock listing rules of Shanghai Stock Exchange The guidelines for the supervision of listed companies No. 2 - regulatory requirements for the management and use of funds raised by listed companies and other relevant provisions have verified the deposit and use of funds raised by Shanghai Lily&Beauty Cosmetics Co.Ltd(605136) initial public offering of A-Shares in 2021. The details are as follows:
1、 Basic information of funds raised from initial public offering of a shares
With the approval of the reply on approving Shanghai Lily&Beauty Cosmetics Co.Ltd(605136) initial public offering of shares (zjxk [2020] No. 2102) issued by the China Securities Regulatory Commission, the company publicly issued 40.01 million RMB ordinary shares (A shares) at an issue price of 12.23 yuan per share, and the total amount of raised funds was 489322300 yuan. After deducting all issuance expenses, The net amount of raised funds was 4201238 million yuan.
On October 26, 2020, the 10th meeting of the second board of directors and the 10th meeting of the second board of supervisors deliberated and adopted the proposal on using raised funds to replace self raised funds invested in pre raised projects and paid issuance expenses, It is agreed that the company will use the funds raised from this issuance to replace the self raised funds invested in the projects raised in advance and the issuance expenses paid, totaling RMB 2547532 million. As of December 31, 2021, the company has completed the replacement of all self raised funds invested in raised investment projects in advance and paid issuance expenses. As of December 31, 2021, the amount of raised funds used by the company in this year was 19897028862 yuan, and the accumulated amount of raised funds used was 33699228962 yuan. The net deduction of handling charges from the interest income of raised funds received in this year was 303486891 yuan, and the net deduction of handling charges from the interest income of raised funds received in this year was 473840525 yuan, The replacement of self raised funds has been completed.
2、 Deposit and management of raised funds
(I) management of raised funds
In accordance with the Listing Rules of Shanghai Stock Exchange, the guidelines for the supervision of listed companies No. 2 - regulatory requirements for the management and use of raised funds by listed companies, and other laws and regulations, as well as the relevant provisions of the company's measures for the administration of the use of raised funds, the company and Shanghai yikangli Advertising Co., Ltd The recommendation institution and China Minsheng Banking Corp.Ltd(600016) Shanghai Branch, the bank supervising the special account for raised funds, signed the four party supervision agreement on the storage of special account for raised funds (hereinafter referred to as the "Four Party Supervision agreement"); On September 15, 2020, it signed the tripartite supervision agreement on the storage of special account for raised funds (hereinafter referred to as the "tripartite supervision agreement") with the sponsor and Ping An Bank Co.Ltd(000001) Shanghai Branch of the supervision bank for special account for raised funds; On September 23, 2020, the tripartite supervision agreement on the storage of special account for raised funds (hereinafter referred to as the "tripartite supervision agreement") was signed with the sponsor, the supervision Bank of special account for raised funds, Guangdong Development Bank Co., Ltd. Shanghai Branch, Bank Of Communications Co.Ltd(601328) Shanghai branch and China Minsheng Banking Corp.Ltd(600016) Shanghai Branch. There is no significant difference between the contents of the above three-party supervision agreement and the four-party supervision agreement and the three-party supervision agreement (model) on the special account storage of raised funds formulated by Shanghai Stock Exchange, and the company has strictly complied with the raised funds.
(II) storage of raised funds in special account
As of December 31, 2021, the bank deposits in the special account for raised funds are as follows:
Unit: RMB
Balance of deposit method in the account number of the opening bank of the special account for raised funds
China China Minsheng Banking Corp.Ltd(600016) Shanghai Branch 635136899 current 5964096372
Ping An Bank Co.Ltd(000001) Shanghai Branch 15 Zhejiang Jingxin Pharmaceutical Co.Ltd(002020) 071004 current 3566157929
Guangdong Development Bank Shanghai Branch Pudong sub branch 955088005737460429 current 25284394
Bank Of Communications Co.Ltd(601328) Shanghai Minhang sub branch 31006667401 Zhejiang Xinguang Pharmaceutical Co.Ltd(300519) 018 current 2039296212
China China Minsheng Banking Corp.Ltd(600016) Shanghai Branch 632373088 current 12006656
Total 11606841563
3、 Actual use of raised funds this year
(I) use of raised funds
During the reporting period, the company actually used 19897028862 yuan of raised funds for projects invested with raised funds. See Annex 1 of this report for the comparison table of the use of raised funds.
(II) replacement of investment projects with raised funds
On October 26, 2020, the 10th meeting of the second board of directors and the 10th meeting of the second board of supervisors deliberated and adopted the proposal on using raised funds to replace self raised funds invested in pre raised projects and paid issuance expenses, It is agreed that the company will use the funds raised from this issuance to replace the self raised funds invested in the projects raised in advance and the issuance expenses paid, totaling RMB 2547532 million. As of December 31, 2021, the company has completed the replacement of all self raised funds invested in raised investment projects in advance and paid issuance expenses. The independent directors expressed their independent opinions clearly agreeing with the matter.
Citic Securities Company Limited(600030) issued the report of Citic Securities Company Limited(600030) on Shanghai Lily&Beauty Cosmetics Co.Ltd(605136) using the raised funds to replace the self raised funds invested in the raised projects in advance and the paid issuance expenses.
PricewaterhouseCoopers Zhongtian Certified Public Accountants (special general partnership) issued PwC Zhongtian special audit Zi [2020] No. 3173 report on investment projects invested with raised funds in advance with self raised funds and authentication report. (III) temporary replenishment of working capital with idle raised funds
In 2021, the company does not temporarily supplement working capital with idle funds.
(IV) cash management of idle raised funds and investment in related products
In 2021, the company did not conduct cash management on idle raised funds and invest in related products. (V) other information of raised funds
On December 21, 2021, the company held the 21st Meeting of the second board of directors and the 19th meeting of the second board of supervisors respectively, deliberated and adopted the proposal on changing some investment projects with raised funds, and decided to make some adjustments to the investment projects with raised funds, The company plans to use all the raised funds and interests unused in the original uncompleted raised investment project "data center construction and information system upgrading project" of RMB 356486 million and all the raised funds and interests unused in the original uncompleted raised investment project "comprehensive service center construction project" of RMB 59.416 million (as of December 13, 2021, the specific amount shall be subject to the transfer out date) invest in new projects. In addition, the company plans to raise 203827 million yuan of raised funds and interest saved from the completed "brand promotion and channel construction project" with surplus funds and 252700 yuan of interest saved from the completed "supplementary working capital project" with surplus funds
(as of December 13, 2021, the specific amount shall be subject to the transfer out date) and put into the new project. The first extraordinary general meeting of shareholders in 2022 was held on January 6, 2022, and the proposal on changing some investment projects with raised funds was considered and adopted.
4、 Change the use of funds for investment projects with raised funds
As of December 31, 2021, the investment projects of the company's raised funds have not changed.
5、 Problems in the use and disclosure of raised funds
In 2021, the company disclosed relevant information on the use of raised funds in a timely, true, accurate and complete manner in accordance with the relevant format guidelines, and there were no violations in the storage, use, management and disclosure of raised funds. 6、 Concluding comments of the recommendation institution
Sponsor Citic Securities Company Limited(600030) through review of relevant materials, communication and interview After special verification of the deposit and use of funds raised from Shanghai Lily&Beauty Cosmetics Co.Ltd(605136) initial public offering of A-Shares through on-site verification and other means, it is considered that the deposit and use of funds raised from Shanghai Lily&Beauty Cosmetics Co.Ltd(605136) initial public offering of A-Shares in 2021 comply with the guidelines for the supervision of listed companies No. 2 - regulatory requirements for the management and use of funds raised by listed companies According to the relevant regulations such as the Listing Rules of Shanghai Stock Exchange and the relevant measures for the management of raised funds of the company, the raised funds of the company are deposited in a special account for centralized management, and a three-party supervision agreement / four party supervision agreement has been signed with the sponsor and relevant banks; In 2021, the company did not use the funds raised by the initial public offering of A-Shares in violation of regulations.
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Sponsor representative:
Wang Jianwen, Ju Hongcheng
Citic Securities Company Limited(600030) mm / DD / yyyy
Annex 1
Comparison table of use of raised funds
Year 2021
Prepared by: Shanghai Lily&Beauty Cosmetics Co.Ltd(605136) unit: RMB
Total amount of raised funds 420123772 total amount of raised funds invested in this year 4995388
Total amount of raised funds with changed purposes - total amount of raised funds invested cumulatively
Proportion of total raised funds with changed purposes - 319511320
The committed investment project has been changed and the raised funds are committed to the adjusted investment. As of the end of the period, the investment of the current year is accumulated as of the end of the period. As of the end of the period, whether the investment project reaches the expected realization in the current year and whether it meets the feasibility of the pre project is the goal, Including the total amount of investment of the Ministry of finance, the total amount of investment of the Ministry of finance, the amount of investment of the Ministry of Finance and the progress (%) (4) whether there is a significant variation change in the daily benefit of the available state (for example, the difference between the amount of (1) (2) (3) = (2) - = (2) / (1) periodization
(yes)
