About Huatai United Securities Co., Ltd
Hualan Biological Engineering Inc(002007) vaccine Co., Ltd. uses the raised funds
Investment and issuance expenses paid in advance for invested and raised projects
Verification opinions on self raised funds
Huatai United Securities Co., Ltd. (hereinafter referred to as “Huatai United Securities” or “sponsor”) is the sponsor of Hualan Biological Engineering Inc(002007) vaccine Co., Ltd. (hereinafter referred to as “Hualan vaccine” or “company”) for initial public offering and continuous supervision of listing on GEM, According to the measures for the administration of securities issuance and listing recommendation business, the guidelines for the supervision of listed companies No. 2 – regulatory requirements for the management and use of raised funds by listed companies, the Listing Rules of GEM stocks of Shenzhen Stock Exchange, the guidelines for the self-discipline supervision of listed companies of Shenzhen Stock Exchange No. 2 – standardized operation of GEM listed companies, and In accordance with the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 13 – sponsor business and other relevant provisions, a prudent due diligence was conducted on the self raised funds proposed to be used by Hualan vaccine to replace the pre invested projects and the paid issuance expenses. The specific verification results are as follows:
1、 Basic information of raised funds
According to the reply on Approving the registration of initial public offering shares of Hualan Biological Engineering Inc(002007) vaccine Co., Ltd. (zjxk [2022] No. 2) issued by China Securities Regulatory Commission, Hualan vaccine publicly issued 40.01 million RMB common shares (A shares) to the public, with an issuance price of 56.88 yuan / share and a total raised capital of 227576880000 yuan, After deducting the issuance expenses of RMB 3156569607 (including tax), the net amount of funds actually raised is RMB 224420310393. Dahua Certified Public Accountants (special general partnership) has verified the capital availability of the company’s initial public offering on February 14, 2022 and issued the capital verification report (Dahua Yan Zi [2022] China Greatwall Technology Group Co.Ltd(000066) ). The company has deposited all the above raised funds in the special account for raised funds opened by the company in accordance with the guidelines for the standardized operation of companies listed on the gem of Shenzhen Stock Exchange and other relevant laws, regulations and normative documents, as well as the relevant provisions of the company’s management system for the use of raised funds The commercial banks storing the raised funds signed the tripartite supervision agreement on raised funds and used the raised funds in strict accordance with the provisions of the tripartite supervision agreement.
2、 Use plan of raised funds
According to the prospectus of Hualan Biological Engineering Inc(002007) vaccine Co., Ltd. for initial public offering and listing on GEM (hereinafter referred to as the “prospectus”), the funds raised by the company will be used for the following projects:
Unit: Yuan
No. total project investment and expected investment amount of raised funds
1 influenza vaccine development and industrialization and existing product supply guarantee 1375160 Ping An Bank Co.Ltd(000001) 08426420000 capacity building project
2 development and industrialization of freeze-dried rabies vaccine for human use 86 million.00 86 million.00
3. Multi linked bacterial vaccine development and industrialization construction project 274250 China Vanke Co.Ltd(000002) 7425000000
4 development and industrialization project of new pneumonia vaccine 795.9 million.00760810000
5 new vaccine R & D platform construction project 295210 China Vanke Co.Ltd(000002) 8970510000
Total 2826520 China Vanke Co.Ltd(000002) 49502740000
According to the disclosure of the prospectus, the company has made arrangements for using the raised funds to replace the self raised funds invested in the investment projects with raised funds in advance: the company will invest in the construction in accordance with the principle of overall arrangement and in combination with the priorities of the projects, the arrival time of raised funds and the progress of the projects. After the raised funds are in place, if the actual net amount of funds raised this time is lower than the project investment fund demand, the insufficient part will be raised by the company itself. If the time when the raised funds are in place is inconsistent with the requirements of the project progress, the company will invest the self raised funds in advance according to the actual progress of the project, and replace the self raised funds invested in advance after the raised funds are in place.
3、 Plan for replacement of pre invested funds with raised funds
The company plans to use the raised funds to replace the pre invested funds, totaling 89872199918 yuan, of which 89526749418 yuan is actually invested in the raised funds project in advance with the self raised funds, and 345450500 yuan is paid in advance with the self raised funds. Dahua Certified Public Accountants (special general partnership) issued the verification report of Hualan Biological Engineering Inc(002007) vaccine Co., Ltd. investing the raised funds in advance with self raised funds (dahuahe Zi [2022] No. Nanjing Port Co.Ltd(002040) ).
(I) actual investment of self raised funds in advance
The specific conditions of the company’s self raised funds invested in the raised funds in advance are shown in the table below:
Unit: Yuan
Sequence raised funds investment project raised funds planned investment total self raised funds advance this replacement amount No. investment amount
1 influenza vaccine development and industrialization and existing products 10842642 China Fangda Group Co.Ltd(000055) 07003412155070034121 supply guarantee capacity-building project
2 development and industrialization of freeze-dried rabies vaccine for human use 86 million.0015811454571581145457 construction project
Sequence raised funds investment project raised funds planned investment total self raised funds advance this replacement amount No. investment amount
3. 274250 China Vanke Co.Ltd(000002) 340772948 project of development and industrialization of multi linked bacterial vaccine
4 development and industrialization project of new pneumonia vaccine 76081 Shenzhen Special Economic Zone Real Estate&Properties (Group).Co.Ltd(000029) 18143385629181433856
5 new vaccine R & D platform construction project 2897051000013533630361353363036
Total 24950274 Shenzhen Airport Co.Ltd(000089) 52674941889526749418
(II) advance payment of issuance expenses with self raised funds
The issuance cost of this public offering is 3156569607 yuan (tax included), the amount of issuance cost paid by the company with self raised funds is 345450500 yuan (tax included), and this replacement is 345450500 yuan (tax included).
4、 Review procedures and relevant opinions for implementation
(I) deliberations of the board of directors
At the 11th meeting of the first board of directors on March 2, 2022, the company considered and approved the proposal on using the raised funds to replace the self raised funds invested in the raised projects in advance and paid the issuance expenses, and agreed to use the raised funds of RMB 89872199918 to replace the self raised funds invested in the raised projects in advance and paid the issuance expenses.
(II) deliberation of the board of supervisors
At the 11th meeting of the first session of the board of supervisors on March 2, 2022, the company deliberated and approved the proposal on using the raised funds to replace the self raised funds invested in the pre raised projects and paid issuance expenses, and agreed to use the raised funds of RMB 89872199918 to replace the self raised funds invested in the pre raised projects and paid issuance expenses.
(III) opinions of independent directors
The independent directors believe that: the company has performed the necessary approval procedures to replace the self raised funds invested in the raised funds investment projects in advance and paid the issuance expenses with the raised funds, which does not conflict with the implementation plan of the raised funds investment projects, does not affect the normal progress of the raised funds investment projects, and does not change the purpose of the raised funds and damage the interests of shareholders in a disguised manner. We agree to use the raised funds to replace the self raised funds invested in the raised investment projects in advance and the paid issuance expenses.
(IV) assurance opinion of accounting firm
Dahua Certified Public Accountants (special general partnership) issued the verification report of Hualan Biological Engineering Inc(002007) vaccine Co., Ltd. investing in the investment project with raised funds in advance with self raised funds (dahuahe Zi [2022] No. Nanjing Port Co.Ltd(002040) ), It is considered that the “special instructions on pre investment of raised funds in investment projects with self raised funds” prepared by Hualan vaccine is in line with the relevant provisions of the guidelines for self discipline supervision of Listed Companies in Shenzhen Stock Exchange No. 2 – standardized operation of companies listed on GEM, In all major aspects, it fairly reflects the pre investment of Hualan vaccine with self raised funds into the investment projects with raised funds as of February 14, 2022.
5、 Verification opinions of the recommendation institution
After verification, Huatai United Securities believes that Hualan vaccine has replaced the self raised funds invested in the investment projects of raised funds in advance and paid the issuance expenses with the raised funds, which has been deliberated and approved by the board of directors and the board of supervisors of the company, the independent directors have expressed their consent, and has been specially reviewed by Dahua Certified Public Accountants (special general partnership), Performed the necessary procedures; The use of raised funds does not conflict with the implementation plan of the investment project with raised funds, does not affect the normal progress of the investment project with raised funds, and there is no change or disguised change in the investment direction of raised funds and damage the interests of shareholders.
In conclusion, the sponsor has no objection to the use of raised funds to replace the self raised funds invested in the raised investment projects in advance and the paid issuance expenses of Hualan vaccine.
