Verification report on the deposit and actual use of raised funds of Shanghai Shanghai Fosun Pharmaceutical (Group) Co.Ltd(600196) (Group) Co., Ltd. December 31, 2021
catalogue
Page 1. Shanghai Shanghai Fosun Pharmaceutical (Group) Co.Ltd(600196) (Group) Co., Ltd
Verification report on the deposit and actual use of raised funds 1 – 2 II. Shanghai Shanghai Fosun Pharmaceutical (Group) Co.Ltd(600196) (Group) Co., Ltd
Special report on the deposit and actual use of raised funds in 2021 3 – 8
Special report on the deposit and actual use of raised funds in 2021
1、 Basic information of raised funds
Approved by the China Securities Regulatory Commission (hereinafter referred to as the “CSRC”) on the approval of Shanghai Shanghai Fosun Pharmaceutical (Group) Co.Ltd(600196) (Group) Co., Ltd. for non-public offering of shares (zjxk [2010] No. 334), Shanghai Shanghai Fosun Pharmaceutical (Group) Co.Ltd(600196) (Group) Co., Ltd. (hereinafter referred to as the ” Shanghai Fosun Pharmaceutical (Group) Co.Ltd(600196) ,” the company “or” the company “) non-public offering of shares in China. As of May 4, 2010, the company has completed the non-public offering of 31.82 million ordinary shares (A shares), with the issue price of RMB 20.60 per share and the total raised capital of RMB 655492000. After deducting the underwriting Commission and other issuance expenses of securities companies, the actual net raised capital is RMB 635392000. As of April 19, 2010, the raised funds had been deposited into the special account.
As of December 31, 2021, RMB 642834600 has been used in the net amount raised, and the balance of the special account for raised funds is RMB 6699800. (including the interest income of RMB 136544 million from the special account and the capital increase of RMB 488000 invested by Shanghai Shanghai Fosun Pharmaceutical (Group) Co.Ltd(600196) Industrial Development Co., Ltd. (hereinafter referred to as “industrial development”) in Guilin Southern Pharmaceutical Co., Ltd. (hereinafter referred to as “Guilin Southern pharmaceutical”) and Jiangsu Wanbang biochemical Pharmaceutical Group Co., Ltd. (hereinafter referred to as “Jiangsu Wanbang”) with its own funds) II. Management of raised funds
In order to standardize the management of raised funds and protect the rights and interests of investors, the company has formulated the management system of raised funds of Shanghai Shanghai Fosun Pharmaceutical (Group) Co.Ltd(600196) (Group) Co., Ltd., which has made specific and clear provisions on the storage, use, project implementation management and supervision of the use of raised funds.
Industrial development of the company and its holding subsidiaries, Jiangsu Wanbang, Guilin Nanyao, Shanghai Fosun Long March Medical Science Co., Ltd. (renamed as Fosun diagnostic technology (Shanghai) Co., Ltd., hereinafter referred to as “Fosun Long March”) were established in Jiangwan sub branch of China Merchants Bank Co.Ltd(600036) Shanghai Branch, Agricultural Bank Of China Limited(601288) Xuzhou yunlonghu sub branch, Xiangshan sub branch of China Construction Bank Corporation(601939) Guilin Branch of China Bank Of Communications Co.Ltd(601328) Shanghai Branch Zhabei sub branch (hereinafter referred to as “2010 special account bank”) opened a special account for the raised funds and deposited the raised funds into the special account for management.
On May 10, 2010, the company and its holding subsidiaries industrial development, Jiangsu Wanbang, Guilin Nanyang pharmaceutical and Fosun Long March signed the tripartite supervision agreement on the storage of special account for raised funds with 2010 special account bank and sponsor Haitong Securities Company Limited(600837) (hereinafter referred to as ” Haitong Securities Company Limited(600837) “). In April 2015, the company plans to implement the non-public offering of a shares. In July 2015, the company signed the recommendation agreement with UBS Securities Co., Ltd. (hereinafter referred to as “UBS Securities”) and Debon Securities Co., Ltd. (hereinafter referred to as “Debon securities”), hired UBS Securities and Debon securities as the co sponsor of the non-public issuance of a shares, and UBS Securities and Debon securities undertook the continuous supervision of the company’s non-public issuance of A-Shares in 2010. On September 7, 2015, the company, industrial development, Jiangsu Wanbang and Guilin Nanyao signed the tripartite supervision agreement on the fund raised by non-public Development Bank A shares (the remaining part of the fund raised by non-public Development Bank projects in 2010) with the special account bank in 2010, UBS Securities and Debon securities.
In November 2020, the company plans to implement the non-public offering of a shares. Therefore, in February 2021, the company signed the recommendation agreement with China International Capital Corporation Limited(601995) (hereinafter referred to as ” China International Capital Corporation Limited(601995) “), hired China International Capital Corporation Limited(601995) as the recommendation agency for the non-public issuance of a shares, and China International Capital Corporation Limited(601995) undertook the continuous supervision of the company’s non-public issuance of A-Shares in 2010. On March 25, 2021, the industrial development of the company and its holding subsidiaries, Guilin Nanyang pharmaceutical, the special account bank in 2010 and China International Capital Corporation Limited(601995) signed the tripartite supervision agreement on the storage of raised funds.
There is no significant difference between the aforesaid three-party supervision agreement and the three-party supervision agreement (model) on the storage of raised funds in the special account of Shanghai Stock Exchange. The company has earmarked the raised funds for special purposes, and all parties to the agreement have performed relevant responsibilities in accordance with the provisions of the tripartite supervision agreement.
As of December 31, 2021, the storage of the company’s 2010 non-public offering funds in various bank accounts is as follows: unit: RMB 10000
Account number amount of opening company and opening bank
Shanghai Fosun Pharmaceutical (Group) Co.Ltd(600196) China Merchants Bank Co.Ltd(600036) Shanghai Branch Dalian Road sub branch 10219 Hengyi Petrochemical Co.Ltd(000703) 1080129.48
Industrial development China Merchants Bank Co.Ltd(600036) Shanghai Branch Dalian Road sub branch 112190280871090112.84
Jiangsu Wanbang Agricultural Bank Of China Limited(601288) Xuzhou Yunlong Lake Branch 231401400011992 – line 2
Guilin Nanyao China Construction Bank Corporation(601939) Guilin Branch Xiangshan 450016371010502134627.66 sub branch
Fosun Long March Bank Of Communications Co.Ltd(601328) Shanghai Branch Zhabei sub branch 310066441017009143 – 3 0
Total 669.98
Note 1: in 2015, the former Jiangwan sub branch of China Merchants Bank Co.Ltd(600036) Shanghai Branch was renamed as China Merchants Bank Co.Ltd(600036) Shanghai Branch Dalian Road sub branch due to the relocation of corporate business.
Note 2: all the raised funds of Jiangsu Wanbang raised investment project have been used, and the special account has been closed. Note 3: Fosun Long March raised investment project has been completed, all the raised funds have been used, and the special account has been closed.
3、 Actual use of raised funds this year
According to the company’s non-public stock issuance plan, the company will increase its capital to the industrial development of its wholly-owned subsidiary with the funds raised from the non-public stock issuance, and then increase its capital to Jiangsu Wanbang and Guilin Nanyao respectively. The increased capital will be used to implement the recombinant human insulin industrialization (raw material + preparation) project and the artesunate high-tech industrialization demonstration project respectively. In addition, the company provided entrusted loans to Fosun Long March, a wholly-owned subsidiary, with the funds raised by non-public offering of shares for the implementation of the production base project of in vitro diagnostic products; In 2011, according to the company’s non-public stock issuance arrangement, the entrusted loan provided to the wholly-owned subsidiary Fosun Long March has been converted into the capital increase of Fosun Long March. As of the end of the reporting period, the relevant progress is as follows:
1. As of December 31, 2021, Jiangsu Wanbang has used a total of 382187900 yuan of raised funds (including 10667900 yuan of interest income from the special account and 50000 yuan of capital increase invested by industrial development with its own funds), and the balance of the special bank account of raised funds has been used up. The special bank account for raised funds has been closed.
In December 2021, the “industrialization (raw material + Preparation) project of recombinant human insulin and analogues” in Jiangsu Wanbang has been completed and passed the acceptance, and has the conditions for dynamic production.
2. As of December 31, 2021, Guilin Nanyang pharmaceutical has used a total of 186271000 yuan of raised funds, and the balance of the special bank account for raised funds is 6276600 yuan (including 2521600 yuan of interest income from the special account and 438000 yuan of capital increase invested by industrial development with its own funds). Guilin Nanyao “artesunate high tech industrialization demonstration project” has been completed and passed the acceptance.
3. As of December 31, 2021, Fosun Long March has used a total of 743757 million yuan of raised funds (including 41700 yuan of interest income from the special account). The construction of Fosun Long March “in vitro diagnostic product production base project” has been completed and passed the acceptance, and the special bank account for raised funds has been closed.
4. In order to adapt to the development trend of insulin market, make full use of resources and maximize the benefits of raised investment projects, the company agreed to change the “industrialization of recombinant human insulin (raw material + Preparation) project” to “industrialization of recombinant human insulin and its analogues (raw material + Preparation) project” after deliberation and approval at the first extraordinary general meeting of shareholders of the company in 2012 held on January 31, 2012, It is expected that the project will be ready for use in January 2015. In order to cooperate with the implementation of the guiding principles of national drug clinical trials and the new deal, the clinical scheme must be adjusted and optimized accordingly. The promotion of clinical trials has been affected to a certain extent. It was deliberated and adopted at the 70th meeting of the seventh board of directors and the fifth meeting of the seventh board of supervisors held on August 27, 2018, It is agreed that the date for the “industrialization (raw material + Preparation) project of recombinant human insulin and its analogues” to reach the scheduled usable state shall be extended to December 2020. Due to major changes in national pharmaceutical policies, the newly revised Measures for the administration of drug registration and supporting documents have been implemented one after another, and the research contents need to be further improved. After deliberation and approval at the 31st meeting of the 8th board of directors and the 6th meeting of the 8th board of supervisors in 2020 held on December 18, 2020, it is agreed that the “industrialization (raw materials + preparations) project of recombinant human insulin and analogues” can reach the scheduled level
The status date is extended to December 2021. In December 2021, the “industrialization (raw material + Preparation) project of recombinant human insulin and analogues” in Jiangsu Wanbang has been completed and passed the acceptance, and has the conditions for dynamic production.
5. In order to improve the efficiency of the use of funds, promote the healthy development of the company and improve the operating efficiency of the company, based on the principle of maximizing the interests of shareholders and on the premise of ensuring the demand for construction funds of raised funds, according to the measures for the administration of securities issuance of listed companies and the notice on further standardizing the use of raised funds of listed companies The measures for the administration of raised funds of Listed Companies in Shanghai Stock Exchange (revised in 2013) and other normative documents, as well as the relevant provisions of the management system of raised funds of Shanghai Shanghai Fosun Pharmaceutical (Group) Co.Ltd(600196) (Group) Co., Ltd., have been deliberated and approved by the board of directors and the board of supervisors of the company. Jiangsu Wanbang and Guilin Nanyao respectively use their idle raised funds to temporarily supplement working capital. Independent directors have expressed independent opinions on this matter, The details are as follows: (1) after the deliberation and approval of the 43rd meeting (regular meeting) of the Fifth Board of directors and the third meeting (regular meeting) of the Fifth Board of supervisors held on August 26, 2011, Jiangsu Wanbang and Guilin Nanyao use their idle raised funds of 40 million yuan and 20 million yuan respectively to temporarily supplement the working capital, and the service life shall not exceed 6 months from the date of approval of the proposal by the board of directors, The supplementary working capital is only used for production and operation activities related to the main business. Since the above amount accounts for 9.44% of the net raised funds of the company and does not exceed 10% of the net raised funds, it is not necessary to submit it to the general meeting of shareholders for deliberation; The independent directors expressed their opinions and agreed to the above matters. On February 23, 2012, Jiangsu Wanbang and Guilin Nanyao returned the total amount of 60 million yuan used to temporarily supplement working capital to their respective special accounts for raised funds.
(2) The proposal of the 57th session of the board of directors of Jiangsu Nanbang Pharmaceutical Co., Ltd. (the second session of the board of directors of Jiangsu Nanbang Pharmaceutical Co., Ltd.) to use the idle fund of RMB 40000 yuan in 2012 and the second session of the board of directors of Guilin Nanbang Pharmaceutical Co., Ltd. (the second session of the 57th session of the board of directors of Jiangsu Nanbang Pharmaceutical Co., Ltd.) will not be held on the date of June, 2012, respectively, The supplementary working capital is only used for production and operation activities related to the main business. Since the above amount accounts for 9.44% of the net raised funds of the company and does not exceed 10% of the net raised funds, it is not necessary to submit it to the general meeting of shareholders for deliberation; The independent directors expressed their opinions and agreed to the above matters. On September 20, 2012, Jiangsu Wanbang and Guilin Nanyao returned the total amount of 60 million yuan used to temporarily supplement working capital to their respective special accounts for raised funds.
(3) Upon deliberation and approval of the 71st meeting (interim meeting) of the 5th board of directors and the 5th meeting (interim meeting) of the 5th board of supervisors held on October 15, 2012, Jiangsu Wanbang and Guilin Nanyao used their idle raised funds of RMB 40 million and RMB 20 million respectively to temporarily supplement the working capital, and the service life shall not exceed 6 months from the date of approval of the proposal by the board of directors, The supplementary working capital is only used for production and operation activities related to the main business. Since the above amount accounts for 9.44% of the net raised funds of the company and does not exceed 10% of the net raised funds, it is not necessary to submit it to the general meeting of shareholders for deliberation; The independent directors expressed their opinions and agreed with the above
