China International Capital Corporation Limited(601995)
Special verification report on the deposit and use of raised funds in China National Medicines Corporation Ltd(600511) 2021
China International Capital Corporation Limited(601995) (hereinafter referred to as ” China International Capital Corporation Limited(601995) ” or “independent financial consultant”) as the independent financial consultant of China National Medicines Corporation Ltd(600511) (hereinafter referred to as ” China National Medicines Corporation Ltd(600511) “, “listed company” or “company”) in 2017, in accordance with the measures for the Administration of financial consulting business for mergers and acquisitions of listed companies According to the requirements of relevant laws, regulations and normative documents such as the guidelines for the supervision of listed companies No. 2 – regulatory requirements for the management and use of raised funds by listed companies, the stock listing rules of Shanghai Stock Exchange and the guidelines for the self discipline supervision of listed companies of Shanghai Stock Exchange No. 1 – standardized operation, check the deposit and use of raised funds in 2021, The details are as follows:
1、 Basic information of raised funds
(I) actual amount of raised funds and time of fund arrival
According to the 17th meeting of the sixth board of directors held by the company on January 5, 2017, the proposal on adjusting the scheme of issuing shares to buy assets and issuing shares to specific investors to raise supporting funds was considered and adopted. On January 17, 2017, The company’s issuance of shares, purchase of assets, raising of supporting funds and related party transactions were reviewed and approved at the 4th working meeting of the M & a committee of listed companies of China Securities Regulatory Commission in 2017, The company has received the reply on approving China National Medicines Corporation Ltd(600511) to issue shares to purchase assets and raise supporting funds from Sinopharm Holdings Co., Ltd. (zjxk [2017] No. 219) from China Securities Regulatory Commission. On May 23, 2017, the independent financial consultant China International Capital Corporation Limited(601995) transferred the net amount of raised funds deducted from the issuance expenses and the paid margin to the special storage account of raised funds. The total amount of raised funds of the company was 102999975480 yuan, and the net amount of raised funds actually received was 101821760199 yuan after deducting the issuance expenses (including tax) of 1178215281 yuan.
The arrival time of the raised funds is May 23, 2017. The availability of the raised funds has been verified by ShineWing Certified Public Accountants (special general partnership), and the China National Medicines Corporation Ltd(600511) capital verification report (xyzh / 2017bja60549) was issued on May 25, 2017.
(II) amount used in the current year and balance at the end of the year
As of December 31, 2021, the company used 1329137616 yuan of raised funds in 2021, and accumulated 3979973708 yuan of raised funds, Sinopharm holdings Beijing Co., Ltd. (hereinafter referred to as “Sinopharm Beijing”), a wholly-owned subsidiary of the company, as the implementation subject of “information system construction project”, one of the investment projects promised by the raised funds, carried out the implementation of “information system construction project”.
As of December 31, 2021, the balance of the company’s unused raised funds was 97841786491 yuan, with a difference of 71904701945 yuan from the balance of the special account for the deposit of unused raised funds of 25937084546 yuan, As of December 31, 2021, some idle raised funds were used to temporarily supplement the working capital of RMB 750000000, the accumulated interest income of bank deposits was RMB 2947349377, the payment of relevant bank handling fees was RMB 266848, and the issuance fees paid in advance by other bank accounts of the company were RMB 148215526.
2、 Management of raised funds
(I) management system of raised funds
In accordance with the company law of the people’s Republic of China, the securities law of the people’s Republic of China and the notice on Further Strengthening the management of publicly raised funds of joint stock limited companies issued by the CSRC The measures for the administration of China National Medicines Corporation Ltd(600511) raised funds (hereinafter referred to as the “administrative measures”) shall be formulated in accordance with the requirements of the measures for the administration of raised funds of listed companies of Shanghai Stock Exchange (revised in 2013) and other relevant regulations of Shanghai Stock Exchange. The special account storage system shall be implemented for the raised funds, and the storage, use and project management of the raised funds shall be implemented The change of investment projects and the supervision of use are stipulated.
The company and its wholly-owned subsidiary state-controlled Beijing signed the tripartite supervision agreement on the storage of special account for raised funds and the quadrilateral supervision agreement on the storage of special account for raised funds with China Citic Bank Corporation Limited(601998) Beijing Zizhuqiao sub branch and independent financial consultant China International Capital Corporation Limited(601995) Beijing. There is no significant difference between the above agreement and the tripartite supervision agreement on the storage of special account for raised funds (model), The fund supervision agreement has been effectively implemented.
According to the requirements of the management measures and with the approval and authorization of the board of directors, the company has opened a special account for raised funds with an account number of 8110701013400598413 in China Citic Bank Corporation Limited(601998) Beijing Zizhuqiao sub branch, and the wholly-owned subsidiary state-controlled Beijing has opened a special account for raised funds with an account number of 8110701014801460703 in China Citic Bank Corporation Limited(601998) Beijing Zizhuqiao sub branch, which is only used for the storage and use of the company’s raised funds, No other use.
(II) tripartite supervision agreement of raised funds
According to the requirements of Shanghai Stock Exchange and the third party’s financial advisor, the fund raising agreement was signed on June 23, 2017.
At the 9th meeting of the 7th board of directors held on September 19, 2018, the company deliberated and approved the proposal on using the raised funds to inject capital into wholly-owned subsidiaries to implement raised investment projects, and agreed to inject 52.4 million RMB into the implementation subject of raised investment projects in the form of capital, That is, state-controlled Beijing, a wholly-owned subsidiary of the company, will inject capital. In October 2018, state-controlled Beijing signed the four party supervision agreement on raised funds with the company, China Citic Bank Corporation Limited(601998) Beijing Zizhuqiao sub branch and China International Capital Corporation Limited(601995) independent financial consultant. In November 2018, the above-mentioned fund-raising and fund-raising special account of state-controlled Beijing received 52.4 million yuan of raised funds.
There is no significant difference between the above fund supervision agreement and the tripartite supervision agreement (model) on special account storage of raised funds of Shanghai Stock Exchange, and the fund supervision agreement has been effectively implemented. The company has made special use of the raised funds, and all parties to the agreement have performed relevant responsibilities in accordance with the provisions of the tripartite supervision agreement on raised funds and the quadripartite supervision agreement on raised funds.
(III) storage of raised funds in special account
The company has earmarked the raised funds for special purposes. As of December 31, 2021, all parties to the agreement have performed relevant responsibilities in accordance with the provisions of the tripartite supervision agreement on raised funds and the quadripartite supervision agreement on raised funds. As of December 31, 2021, the storage of raised funds in the special account is as follows (unit: RMB):
Account name bank account balance
Sinopharm Pharmaceutical Co., Ltd. Beijing Zizhuqiao sub branch China Citic Bank Corporation Limited(601998) 811070101340059841324574569153 shares
Sinopharm holdings Beijing China Citic Bank Corporation Limited(601998) 81107010148014607031362515393 Co., Ltd. Beijing Zizhuqiao sub branch
3、 Actual use of the raised funds
The actual use of the company’s raised funds during the year is as follows:
(I) use of funds for projects invested with raised funds (hereinafter referred to as “projects invested with raised funds”)
According to the proposal on the scheme of issuing shares to purchase assets and issuing shares to specific investors to raise supporting funds deliberated and approved at the third extraordinary general meeting of the company in 2016, the ninth meeting of the seventh board of directors of the company deliberated and approved the implementation of the raising project “information system construction project” in 2018, State controlled Beijing, a wholly-owned subsidiary of the company, carried out the “information system construction project” as the implementation subject of the raised investment project.
As of December 31, 2021, the company has actually invested 3979973708 yuan of raised funds; Among them, from January to December 2021, the company actually invested 1329137616 yuan of raised funds.
(II) early investment and replacement of raised investment projects
In 2021, there was no early investment and replacement of raised investment projects in the company.
(III) temporary replenishment of working capital with idle raised funds
The 26th meeting of the 7th board of directors of the company was held on March 17, 2021, which deliberated and approved the company’s proposal to temporarily supplement working capital with some idle raised funds, and the independent directors and the board of supervisors of the company all expressed their opinions.
In 2021, the company temporarily replenished the working capital with the idle raised capital of RMB 750000000
(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) permanent replenishment of working capital or repayment of bank loans with over raised funds
In 2021, the company did not permanently supplement working capital or repay bank loans with over raised funds. (VI) use of over raised funds for projects under construction and new projects (including acquisition of assets, etc.)
In 2021, the company did not use the over raised funds for projects under construction and new projects (including the acquisition of assets, etc.).
(VII) use of surplus raised funds
In 2021, the company did not use the surplus funds of raised investment projects for other raised investment projects or non raised investment projects.
4、 Disclosure of the use of raised funds
The use of the raised funds of the company shall be in strict accordance with the relevant provisions and requirements of the regulatory guidelines for listed companies No. 2 – regulatory requirements for the management and use of raised funds of listed companies, the self regulatory guidelines for listed companies of Shanghai Stock Exchange No. 1 – standardized operation, and the company’s measures for the management of raised funds Truthfully, accurately and completely disclosed the deposit and actual use of the company’s raised funds, and there was no violation of the management of raised funds. The company has faithfully fulfilled its obligation to disclose the use of the raised funds.
5、 Change the use of funds for investment projects with raised funds
As of December 31, 2021, the company has not changed the investment projects of raised funds.
6、 Concluding opinions of the accounting firm on the assurance report issued by the company on the deposit and use of raised funds in 2021
Ernst & Young Huaming Certified Public Accountants (special general partnership) issued the verification report on the deposit and actual use of raised funds, which holds that:
The China National Medicines Corporation Ltd(600511) special report on the deposit and actual use of raised funds in 2021 has been issued in accordance with the regulatory guidelines for listed companies No. 2 – regulatory requirements for the management and use of raised funds of listed companies issued by the China Securities Regulatory Commission [2012] No. 44 and the regulations issued by the Shanghai Stock Exchange The relevant requirements of self regulatory guidelines for listed companies of Shanghai Stock Exchange No. 1 – standardized operation are prepared, and reflect the deposit and use of China National Medicines Corporation Ltd(600511) the raised funds in 2021 in all major aspects.
7、 Concluding comments of the independent financial consultant on the special verification report issued by the company on the deposit and use of the raised funds in 2021
After verification, the independent financial adviser believes that the deposit and use of the company’s raised funds in 2021 comply with the measures for the administration of securities issuance of listed companies and the guidelines for the supervision of listed companies No. 2 – regulatory requirements for the management and use of raised funds of listed companies In accordance with the provisions of relevant laws and regulations such as the guidelines for self discipline supervision of listed companies on Shanghai Stock Exchange No. 1 – standardized operation and the relevant provisions of the company’s management measures, the company has carried out special account storage and special use of the raised funds, and there is no case of changing the purpose of the raised funds in a disguised manner and damaging the interests of shareholders, and there is no case of illegal use of the raised funds.
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(there is no text on this page, which is the signature and seal page of the special verification report of China International Capital Corporation Limited(601995) on the deposit and use of China National Medicines Corporation Ltd(600511) raised funds in 2021)
Financial advisor sponsor: Zhang Lei, Chen Chao
China International Capital Corporation Limited(601995) March 17, 2022
