Citic Securities Company Limited(600030)
About the raised funds of By-Health Co.Ltd(300146) 2021
Special verification opinions on storage and actual use
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 guidelines for the recommendation of listed companies of Shenzhen Stock Exchange, the Listing Rules of GEM stocks of Shenzhen Stock Exchange and the guidelines for the standardized operation of GEM listed companies of Shenzhen Stock Exchange And other relevant laws and regulations, Citic Securities Company Limited(600030) (hereinafter referred to as " Citic Securities Company Limited(600030) " and "sponsor") as the sponsor of By-Health Co.Ltd(300146) (hereinafter referred to as " By-Health Co.Ltd(300146) " and "company") issued shares to specific objects in 2020, conducted special verification on the deposit and use of raised funds in By-Health Co.Ltd(300146) "2021, and the specific verification conditions are as follows:
1、 Basic information of raised funds
(I) actual amount of raised funds and time of fund arrival
According to the reply of the China Securities Regulatory Commission (hereinafter referred to as the "CSRC") on Approving the registration of By-Health Co.Ltd(300146) issuing shares to specific objects (zjxk [2021] No. 864), the company issued 119288209 ordinary shares in RMB by issuing shares to specific objects at an issue price of 26.20 yuan per share, The total amount of raised funds is 312535107580 yuan, including 30922235439 yuan of capital contribution after deducting 3312872141 yuan of issuance expenses of the lead underwriter (including value-added tax), 283027962 yuan of issuance expenses excluding value-added tax, plus 187521065 yuan of value-added tax input tax of 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.
Upon verification of 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, it is confirmed that the raised funds have been transferred from the main underwriting account to the special account for raised funds of the company on April 30, 2021.
(II) use of raised funds in 2021
As of December 31, 2021, the use and balance of the company's raised funds are as follows:
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 charges and exchange gains and losses 1488076225
Closing balance 239591666741
2、 Deposit and management of raised funds
(I) management of raised funds
In order to standardize the management of the company's raised funds, improve the use efficiency and protect the rights and interests of investors, the company, in accordance with the provisions of laws and regulations such as the securities law of the people's Republic of China, the Listing Rules of GEM stocks of Shenzhen Stock Exchange, the guidelines for self discipline supervision of listed companies of Shenzhen Stock Exchange No. 2 - standardized operation of companies listed on GEM, and in combination with the actual situation of the company, The management system of raised funds has been formulated, which has made clear provisions on the storage, approval, use and management of raised funds.
The company implemented special account storage for the raised funds, and signed the tripartite supervision agreement for 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) in May 2021; In June 2021, the company and its subsidiaries 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 the sponsor Citic Securities Company Limited(600030) and the terms of the agreement are not significantly different from the relevant provisions in the guidelines for the standardized operation of listed companies of Shenzhen Stock exchange. As of December 31, 2021, All parties to the agreement have performed relevant duties in accordance with the provisions of the agreement.
(II) deposit of raised funds in special account
As of December 31, 2021, the deposit of the company's special account for 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 Citic Bank Corporation Limited(601998) Guangzhou International Building sub branch 81109010125012871716804183458
Industrial And Commercial Bank Of China Limited(601398) Guangzhou Huacheng sub branch 3602028529209999863737995030
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 56591666741
3、 Actual use of raised funds in 2021
(I) comparison table of use of raised funds
As of December 31, 2021, the raised funds actually invested by the company in relevant projects amounted to RMB 710231300. See the attached table of this report for the investment and benefits.
(II) changes in the place and mode of implementation of the project invested with raised funds
In 2021, the company did not adjust the implementation location and implementation mode of projects invested by raised funds. (III) advance investment and replacement of investment projects with raised funds
On June 24, 2021, the company held the 12th meeting of the 5th board of directors and the 10th meeting of the 5th board of supervisors, deliberated and adopted the proposal on using part of the raised funds to replace the self raised funds invested in the raised projects in advance, and replaced the self raised funds invested in the Australian production and construction projects with the raised funds of RMB 1782156 million as of April 30, 2021. The above investment and replacement have been reviewed by Huaxing Certified Public Accountants (special general partnership) and issued a "Huaxing zhuanzi [2021] No. 21 Jiangsu Asia-Pacific Light Alloy Technology Co.Ltd(002540) 040" assurance report. The above replacement funds have been transferred from the special account for raised funds to the general account of the company in July 2021.
(IV) temporary replenishment of working capital with idle raised funds
In 2021, the company did not temporarily supplement working capital with idle raised funds.
(V) use of surplus raised funds
In 2021, the company did not use the surplus raised funds.
(VI) use of over raised funds
In 2021, the company did not use the over raised funds.
(VII) purpose and destination of unused raised funds
In order to improve the use efficiency of funds and further increase the company's income, the 11th meeting of the 5th board of directors held on May 28, 2021 deliberated and adopted the proposal on cash management with idle raised funds, and agreed that the company (including subordinate enterprises) without affecting the normal production and operation, the construction of investment projects with raised funds and ensuring the safety of funds, Use idle raised funds of no more than 230 million yuan for cash management and purchase bank financial products. Within the above limit, the funds can be used on a rolling basis, and the investment period is valid within one year from the date of deliberation and approval by the board of directors. The investment period of a single financial product purchased by the company with idle raised funds shall not exceed 12 months (inclusive). In 2021, a total of 2330 million yuan of bank financial products, large deposit certificates and smart deposits were purchased, 500 million yuan was recovered at maturity, and 630910611 yuan of financial income was obtained. As of December 31, 2021, the amount of unexpired bank financial products, large deposits, smart deposits and large deposit certificates of the company at the end of the period was 1830 million yuan, including 120 million yuan of unexpired bank financial products Bank smart deposits and large deposits totaled 170 million yuan and large certificates of deposit 10 million yuan. In addition, the remaining raised funds of the company totaled 5659167 million yuan. The above raised funds have been deposited into the special account for the management of raised funds, and the company will use the raised funds reasonably and legally as needed.
(VIII) other information about the use of raised funds
In 2021, there was no other use of raised funds in the company.
4、 Change the use of funds for investment projects with raised funds
In 2021, the company did not change the investment projects of raised funds.
5、 Use and disclosure of raised funds
In 2021, the company deposited and used the raised funds in accordance with the provisions of relevant laws and regulations, and disclosed the storage and use of the raised funds in a timely, true, accurate and complete manner, without violations.
6、 Assurance opinions of Accountants on the special report on the annual storage and use of raised funds
Huaxing Certified Public Accountants (special general partnership) issued the special assurance report on the annual storage and use of By-Health Co.Ltd(300146) raised funds (huaxingsuo (2022) g19028860021) on the storage and use of By-Health Co.Ltd(300146) raised funds in 2021, It is considered that the special report on the deposit and use of raised funds in 2021 issued by By-Health Co.Ltd(300146) has been in accordance with the guidelines on self discipline supervision of listed companies on Shenzhen Stock Exchange No. 2 - standardized operation of companies listed on GEM issued by Shenzhen Stock Exchange and the guidelines on self discipline supervision of companies listed on GEM issued by 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 of listed companies. The disclosure of the special report on the actual deposit and use of raised funds of the company in 2021 is consistent with the actual situation.
7、 Verification opinions of the recommendation institution
After verification, the recommendation institution believes that the deposit and use of the raised funds in By-Health Co.Ltd(300146) 2021 comply with laws and regulations such as 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 the raised funds of listed companies, the guidelines for the self discipline supervision of Listed Companies in Shenzhen Stock Exchange No. 2 - standardized operation of companies listed on GEM, etc According to the provisions of the normative documents, the raised funds have been stored and used in a special account, and the relevant information disclosure obligations have been fulfilled in a timely manner. There is no situation that the purpose of the raised funds is changed in a disguised manner and the interests of shareholders are harmed. There is no situation that the raised funds are occupied by the controlling shareholders and actual controllers, and there is no situation that the working capital is replenished without performing the review procedures There is no illegal use of the raised funds in case of changing the place of implementation.
Comparison table of use of raised funds
Unit: 10000 yuan
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-
Cumulative total raised funds with changed purposes - cumulative total raised funds invested 7102313 proportion of total raised funds with changed purposes-
Whether the committed investment projects and over raised funds have been changed and whether the investment commitments of the raised funds have been adjusted. The cumulative investment of the current year as of the end of the period can make the project feasibility fund reach the target in the current year (including the total investment of the Department) (1) The amount is calculated and the input amount is included in the progress, which is realized by the status date
