Securities code: 301207 securities abbreviation: Hualan vaccine Announcement No.: 2022004 Hualan Biological Engineering Inc(002007) vaccine Co., Ltd
On the use of raised funds to replace pre invested projects
And the announcement of self raised funds for which the issuance fee has been paid
The company and all members of the board of directors guarantee that the information disclosed is true, accurate and complete without false records, misleading statements or major omissions.
Hualan Biological Engineering Inc(002007) vaccine Co., Ltd. (hereinafter referred to as "the company" or "Hualan vaccine") held the 11th meeting of the first board of directors and the 11th meeting of the first board of supervisors on March 2, 2022, deliberated and adopted the proposal on using raised funds to replace self raised funds invested in raised projects in advance and paid issuance expenses, It is agreed that the company will use the raised funds to replace the self raised funds invested in the raised investment projects in advance and the total issuance expenses including tax paid by the company are 89872199918 yuan. The replacement time of the raised funds is less than 6 months from the arrival date of the raised funds, which meets the requirements of relevant laws and regulations. The details are hereby announced as follows:
1、 Basic information of raised funds
According to the reply on Approving the registration of initial public offering of Hualan Biological Engineering Inc(002007) vaccine Co., Ltd. (zjxk [2022] No. 2) issued by China Securities Regulatory Commission, the company was approved to publicly issue 40.01 million RMB common shares (A shares), with a par value of RMB 1 per share and an issue price of RMB 56.88 per share, The total amount of raised funds is 227576880000 yuan, after deducting various issuance expenses of 3156569607 yuan (including tax), the actual net amount of raised funds is 224420310393 yuan.
The above raised funds have been transferred to the designated account of the company on February 14, 2022. The company signed the tripartite supervision agreement on the storage of special account for raised funds with the recommendation institution and the bank storing the raised funds to jointly supervise the use of raised funds. Dahua Certified Public Accountants (special general partnership) verified the availability of funds raised by the company's initial public offering and issued a capital verification report of "Dahua Yan Zi [2022] No. China Greatwall Technology Group Co.Ltd(000066) ".
2、 Use of raised funds
According to the application plan of the raised funds disclosed in the company's prospectus for initial public offering and listing on the gem (hereinafter referred to as the "prospectus"), and in combination with the actual net amount of the raised funds of the company, the investment projects of the raised funds of this public offering (hereinafter referred to as the "raised investment projects") and the use plan of the raised funds are as follows:
Unit: 10000 yuan
No. total project investment and use of raised funds
1. Development and industrialization of influenza vaccine and supply guarantee capacity of existing products 13751 Hunan New Wellful Co.Ltd(600975) 2635 construction project
2 development and industrialization of freeze-dried rabies vaccine for human use 8 China World Trade Center Co.Ltd(600007) 73545
3. Multi linked bacterial vaccine development and industrialization construction project 27425 Tianqi Lithium Corporation(002466) 797
4 development and industrialization project of new pneumonia vaccine 79590006843243
5 new vaccine R & D platform construction project 29521 Shanghai Yaoji Technology Co.Ltd(002605) 811
Total 282652 Hangzhou Binjiang Real Estate Group Co.Ltd(002244) 2031
3、 Advance investment of self raised funds into raised investment projects and paid issuance expenses
In order to ensure the smooth progress of the investment project with raised funds, the company used self raised funds to invest in the investment project with raised funds in advance according to the actual progress of the investment project with raised funds before the raised funds were in place. As of February 14, 2022, the company has invested 89526749418 yuan in the raised funds in advance with self raised funds, and paid 345450500 yuan in advance with self raised funds. The total amount to be replaced this time is 89872199918 yuan. 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 the self raised funds (Dahua He Zi (2022) No. Nanjing Port Co.Ltd(002040) ) according to the use of the above self raised funds.
(I) replacement of projects invested with raised funds in advance
According to the information disclosed in the company's prospectus for initial public offering and listing on the gem, the investment projects of the funds raised by the company's initial public offering and the investment of the funds raised and the proposed replacement are as follows:
Unit: Yuan
No. project self raised funds pre invested amount proposed replacement amount
1. Development and industrialization of influenza vaccine and capacity-building project for supply guarantee of existing products
2 development and industrialization of freeze-dried rabies vaccine for human use
No. project self raised funds pre invested amount proposed replacement amount
3. Multi linked bacterial vaccine development and industrialization project
4 development and industrialization of new pneumonia vaccine 2918143385629181433856
5 new vaccine R & D platform construction project 13533630361353363036
Total 89526749418
(II) replacement of self raised funds and payment of issuance expenses in advance
The initial public offering cost of the company is 3156569607 yuan (including tax). As of February 14, 2022, the actual amount of various issuance costs paid in advance by the company with self raised funds is 345450500 yuan (including tax). The amount of self raised funds proposed to replace the paid issuance costs with raised funds is 345450500 yuan (including tax), The details are as follows:
Unit: Yuan
No. project self raised funds paid amount to be replaced
1. Sponsor fee 1000 Ping An Bank Co.Ltd(000001) 00000000
2. Audit and capital verification expenses 1500 Ping An Bank Co.Ltd(000001) 50000000
3. Assessment fee 150 Ping An Bank Co.Ltd(000001) 5000000
4 attorney fees 600 Shenzhen Zhenye(Group)Co.Ltd(000006) 0000000
5. Issuance fees and others 204505 Guoguang Electric Company Limited(002045) 0500
Total 345450500
4、 Implementation of replacement of early investment with raised funds
According to the prospectus, the company has made arrangements for the replacement of the early investment of the raised funds, that is, "after the raised funds are in place, if the net amount of the actual raised funds 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. "
The proposed replacement plan complies 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, guidelines for the self discipline supervision of listed companies No. 2 - standardized operation of companies listed on GEM, and does not conflict with the implementation plan of investment projects with raised funds, 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 six months from the arrival time of the raised funds, which is in line with the relevant provisions of laws and regulations. 5、 Implementation procedures and special opinions
(I) deliberations of the board of directors
The 11th meeting of the first 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 paid the issuance expenses. The board of directors agreed that the company used the raised funds to replace the self raised funds invested in the raised investment projects in advance of 89526749418 yuan, and the amount of the issuance expenses paid by the self raised funds was 345450500 yuan (including tax), The total is 89872199918 yuan.
(II) opinions of independent directors
After review, the independent directors believe that the company has performed the necessary examination and approval procedures to replace the self raised funds invested in the raised 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 and does not affect the normal progress of the raised funds investment projects, There is no case of changing the purpose of the raised funds in a disguised form and damaging the interests of shareholders. All independent directors unanimously agreed to use the raised funds to replace the self raised funds invested in the raised investment projects in advance and the paid issuance expenses.
(III) deliberation of the board of supervisors
The 11th meeting of the first board of supervisors of the company deliberated and adopted the proposal on using raised funds to replace self raised funds invested in raised investment projects in advance and paid issuance expenses. The board of supervisors held that the company's use of the raised funds to replace the self raised funds that have been invested in the raised funds investment projects in advance, the contents and procedures comply with the relevant provisions of relevant laws, regulations and normative documents, do not conflict with the implementation plan of the raised funds investment projects, and do not affect the normal progress of the raised funds investment projects, There is no disguised change in the investment direction of raised funds and damage to the interests of shareholders, which is conducive to the sustainable development of the company and the protection of the interests of all shareholders. The board of supervisors approved the company to use the raised funds of 89872199918 yuan 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
Dahua Certified Public Accountants (special general partnership) has verified the above self raised funds invested in the investment projects of raised funds in advance and the amount of paid issuance expenses, and issued the verification report of Hualan Biological Engineering Inc(002007) vaccine Co., Ltd. invested in the investment projects of raised funds in advance with self raised funds (Dahua He Zi (2022) No. Nanjing Port Co.Ltd(002040) ), It is considered that the "special instructions for pre investment of raised funds in investment projects with self raised funds" prepared by the company is in line with
Relevant regulations fairly reflect the situation of Hualan vaccine's pre investment in the investment projects with raised funds with self raised funds as of February 14, 2022 in all major aspects.
(V) verification opinions of the recommendation institution
After verification, the sponsor believes that the self raised funds invested in the investment projects of raised funds in advance and the issuance expenses paid by Hualan vaccine have been reviewed and approved by the board of directors and the board of supervisors of the company, the independent directors have expressed their consent, and Dahua accounting firm (special general partnership) has conducted a special audit and 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.
6、 Documents for future reference
1. Resolutions of the 11th meeting of the first board of directors;
2. Resolutions of the 11th meeting of the first board of supervisors;
3. Independent opinions of independent directors on matters related to the 11th meeting of the first board of directors;
4. Authentication report of Hualan Biological Engineering Inc(002007) vaccine Co., Ltd. investing the raised funds in advance with self raised funds issued by Dahua Certified Public Accountants (special general partnership);
5. Hualan Biological Engineering Inc(002007) issued by Huatai United Securities Co., Ltd
