About By-Health Co.Ltd(300146)
Special assurance report on the annual storage and use of raised funds
Huaxing zhuanzi [2022] No. 21011860022 By-Health Co.Ltd(300146) all shareholders:
We are entrusted to review the attached special report of the board of directors of your company on the deposit and use of raised funds in 2021. The responsibilities of the board of directors of your company are in accordance with the self regulatory guidelines for companies listed on the Shenzhen Stock Exchange No. 2 – standardized operation of companies listed on the gem issued by the Shenzhen Stock Exchange and the self regulatory guidelines for companies listed on the gem of the Shenzhen Stock Exchange No. 2 – announcement format In accordance with the provisions of Shenzhen Stock Exchange GEM listed companies No. 21 – special report format for the annual storage and use of raised funds of listed companies, prepare the special report on the storage and use of raised funds in 2021, and provide true, legal and complete physical evidence, original written materials, copies Oral testimony and other evidence we deem necessary to ensure that the contents of the special report on the storage and use of raised funds are true, accurate and complete, and there are no false records, misleading statements or major omissions.
Our responsibility is to give assurance opinions on the special report on the annual storage and use of the raised funds of your company on the basis of audit. We conducted the audit in accordance with the provisions of other assurance business standards for Chinese certified public accountants No. 3101 – assurance business other than audit or review of historical financial information. The above standards require us to abide by the code of professional ethics, plan and implement the audit work, so as to obtain reasonable assurance about whether there is no material misstatement in the special report on the storage and use of raised funds.
The audit involves the implementation of audit procedures to obtain the audit evidence of the special report on the storage and use of raised funds. It also depends on the judgment of the board of directors on the appropriateness of the special deposit or use of the raised funds due to the preparation of the special evaluation report of the company, including the judgment of the board of directors on the appropriateness of the special deposit or use of the raised funds. We believe that the audit evidence we have obtained is sufficient and appropriate, which provides a basis for issuing assurance opinions. We think, The special report on the deposit and use of raised funds in 2021 issued by the board of directors of your company has been in accordance with the self regulatory guidelines for companies listed on the Shenzhen Stock Exchange No. 2 – standardized operation of companies listed on the gem issued by the Shenzhen Stock Exchange and the self regulatory guidelines for companies listed on the gem of the Shenzhen Stock Exchange No. 2 – announcement format Prepared in accordance with the provisions of Shenzhen Stock Exchange GEM listed companies No. 21 – format of special report on the annual deposit and use of raised funds by listed companies. The disclosure of the special report on the actual deposit and use of your company’s raised funds in 2021 is consistent with the actual situation.
This special report is only for the purpose of your company’s annual report disclosure, and shall not be used for any other purpose. We agree to take this special report as a necessary document of your company’s annual report, submit it together with other documents and disclose it to the public.
enclosure
Special report on the deposit and use of raised funds in 2021
1、 Basic information of raised funds
(I) actual amount of funds raised and time of funds in place
By-Health Co.Ltd(300146) (hereinafter referred to as “the company”) issued 119288209 ordinary shares in RMB to specific objects in April 2021 with the approval of the document of “CSRC license [2021] No. 864” of China Securities Regulatory Commission. The issuing price was 26.20 yuan / share, and the total amount of funds raised was 312535107580 yuan, After deducting 3312872141 yuan (including value-added tax) of the issuance expenses of the lead underwriter, the capital contribution is 30922235439 yuan, after deducting other issuance expenses excluding value-added tax, the total amount is 283027962 yuan, plus 187521065 yuan of value-added tax input tax of the issuance expenses of the lead underwriter directly deducted from the total amount of raised funds, the net amount of funds actually raised by the company is 309126728542 yuan.
Beijing Xinghua Certified Public Accountants (special general partnership) verified the payment of subscription funds of subscription objects issuing shares to specific objects, and issued the capital verification report of subscription funds for issuing A-Shares to specific objects [2021] Jinghui Xingyan Zi No. 02 Shenzhen Guohua Network Security Technology Co.Ltd(000004) on April 30, 2021. The subscription funds have been transferred from the main underwriting account to the special account for raised funds of the company (hereinafter referred to as the “special account”) on April 30, 2021. The capital verification report (HXYZ [2021] No. 21 Jiangsu Asia-Pacific Light Alloy Technology Co.Ltd(002540) 038) issued by Huaxing Certified Public Accountants (special general partnership) on May 6, 2021 was verified. The company has adopted special account storage management for the raised funds. (II) use of raised funds and balance at the end of the reporting period
The construction of the company’s investment project of non-public offering of raised funds in 2015 has been completed, and the surplus raised funds have been transferred out of the special account to supplement working capital, and the account cancellation procedures have been completed. For the specific use, see the special report on the storage and use of raised funds in 2020 disclosed by the company.
As of December 31, 2021, the company has issued shares to specific objects in 2021, and the accumulated raised funds invested in the project are 71023138026 yuan, including 17821560000 yuan of self raised funds invested in the raised funds investment project in advance, and the ending balance is 239591666741 yuan, which is consistent with the ending balance of the special account for raised funds and the bank financial management of raised funds.
Unit: RMB
Project amount
Net proceeds 309126728542
Less: amount used in previous years-
Less: amount used this year 71023138026
Plus: accumulated interest income (including bank wealth management income) net of handling charge 1488076225 and exchange gain and loss
Closing balance 239591666741
2、 Deposit and management of raised funds
In accordance with the provisions of relevant laws and regulations and following the principles of standardization, safety, efficiency and transparency, the company has formulated the management system of raised funds, which has made clear provisions on the storage, approval, use, management and supervision of raised funds, so as to ensure the standardized use of raised funds.
In May 2021, the company signed the tripartite supervision agreement on raised funds with Industrial And Commercial Bank Of China Limited(601398) Zhuhai Jinwan sub branch, China Merchants Bank Co.Ltd(600036) Guangzhou Branch, China Citic Bank Corporation Limited(601998) Guangzhou International Building sub branch, Industrial And Commercial Bank Of China Limited(601398) Guangzhou Huacheng sub branch and the sponsor Citic Securities Company Limited(600030) respectively; In June 2021, the company and its subsidiary biocarna Pty Ltd signed the four party supervision agreement on raised funds with Industrial And Commercial Bank Of China Limited(601398) Zhuhai Jinwan sub branch and Citic Securities Company Limited(600030) sponsor. There is no significant difference between the above agreement and the model agreement on the supervision of raised funds of Shenzhen Stock Exchange. In 2021, the company deposited, used and managed the raised funds in strict accordance with relevant regulations, and fulfilled relevant obligations. There was no violation of laws and regulations.
As of December 31, 2021, the company’s deposit of raised funds is as follows:
Unit: RMB
Deposit bank account number deposit balance
Industrial And Commercial Bank Of China Limited(601398) Zhuhai Jinwan sub branch 2 Focus Media Information Technology Co.Ltd(002027) 92910019983317791095805
China Merchants Bank Co.Ltd(600036) Guangzhou Branch 12090704331083327480771734
China Merchants Bank Co.Ltd(600036) Guangzhou Branch certificate of deposit 1000000000
China Citic Bank Corporation Limited(601998) Guangzhou International Building sub branch 81109010125012871716804183458
China Citic Bank Corporation Limited(601998) Guangzhou International Building sub branch time deposit 22000000000
China Citic Bank Corporation Limited(601998) Guangzhou International Building sub branch bank financial management 12000000000
Industrial And Commercial Bank Of China Limited(601398) Guangzhou Huacheng sub branch 3602028529209999863737995030
Industrial And Commercial Bank Of China Limited(601398) Guangzhou Huacheng sub branch intelligent time deposit 148000000000
Industrial And Commercial Bank Of China Limited(601398) Zhuhai Jinwan sub branch 2 Focus Media Information Technology Co.Ltd(002027) 9291 Lijiang Yulong Tourism Co.Ltd(002033) 08777620714
Total 239591666741
3、 Actual use of raised funds this year
(I) use of raised funds for investment projects
Comparison table of use of raised funds
Unit: RMB 10000
The net amount of raised funds is 30912673, and the total amount of raised funds invested in this year is 7102313
Total amount of raised funds with changed purposes during the reporting period – total amount of raised funds invested 7102313 total amount of raised funds with changed purposes-
Proportion of total raised funds with accumulative change of purpose-
Whether it has changed the accumulative investment of the current year’s projects by the end of the period. Whether the raised funds of the feasible commitment investment projects and ultra change projects are committed to the investment of the current year after adjustment. Whether the planned investment amount of the current year is included in the progress project can be achieved as scheduled. Whether the raised funds are invested (including part of the total investment amount (1) amount (2) (3) = (2) / (1) significant change in expected benefits with status date)
Zhuhai production base phase IV no 43752034375203328775328775 7.51% not applicable on June 30, 2023 not applicable no
Production expansion and upgrading project
Zhuhai production base phase V no 1519742915197429 629.98 629.98 0.41% not applicable on December 31, 2025 not applicable no
Construction Project
Digital information system item no 29944002994400198270198270 6.62% not applicable on June 30, 2024 not applicable no
order
Construction of Australian production base
