China International Capital Corporation Limited(601995)
About Shanghai Shanghai Fosun Pharmaceutical (Group) Co.Ltd(600196) (Group) Co., Ltd
Verification opinions on the deposit and use of raised funds in 2021
China International Capital Corporation Limited(601995) (hereinafter referred to as ” China International Capital Corporation Limited(601995) ” and “sponsor”) as the sponsor of Shanghai Shanghai Fosun Pharmaceutical (Group) Co.Ltd(600196) (Group) Co., Ltd. (hereinafter referred to as ” Shanghai Fosun Pharmaceutical (Group) Co.Ltd(600196) ” and “the company”) for this non-public offering of shares, In accordance with the relevant provisions of the measures for the administration of securities issuance and listing recommendation business, the guidelines for self regulatory supervision of listed companies of Shanghai Stock Exchange No. 11 – continuous supervision, the guidelines for the supervision of listed companies No. 2 – regulatory requirements for the management and use of raised funds of listed companies, and the guidelines for self regulatory supervision of listed companies of Shanghai Stock Exchange No. 1 – standardized operation, The deposit and use of raised funds in Shanghai Fosun Pharmaceutical (Group) Co.Ltd(600196) 2021 were carefully verified. The verification results and opinions are as follows:
1、 Basic information of raised funds
(I) actual amount of funds raised and time of funds in place
Shanghai Shanghai Fosun Pharmaceutical (Group) Co.Ltd(600196) (Group) Co., Ltd. (hereinafter referred to as ” Shanghai Fosun Pharmaceutical (Group) Co.Ltd(600196) “, “the company” or “the company”) issued non-public shares in China upon the approval of the reply on the approval of Shanghai Fosun Pharmaceutical (Group) Co.Ltd(600196) (zjxk [2010] No. 334) of China Securities Regulatory Commission (hereinafter referred to as “CSRC”) Shanghai Fosun Pharmaceutical (Group) Co.Ltd(600196) issued 31.82 million ordinary shares (A shares) to seven specific investors in the form of non-public offering of shares at an issue price of 20.60 yuan / share. The total amount of funds raised in this non-public offering of shares is RMB 655492000. After deducting the issuance expenses such as underwriting and recommendation, the actual net amount of funds raised is RMB 635392000.
The above funds were in place on April 19, 2010. Lixin Certified Public Accountants (special general partnership) verified the funds in place of the company’s non-public offering of shares and issued the capital verification report (xksbz [2010] No. 11450).
(II) ending balance of raised funds of the year
As of December 31, 2021, the deposits of the company’s 2010 non-public offering funds in various bank accounts are as follows:
Monetary 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 0219 Hengyi Petrochemical Co.Ltd(000703) 1080129.48 road sub branch (Note 1)
Shanghai Shanghai Fosun Pharmaceutical (Group) Co.Ltd(600196) industrial development has China Merchants Bank Co.Ltd(600036) Shanghai Branch Dalian 12190280871090112.84 Co., Ltd. (“industrial development”) road sub branch (Note 1) Jiangsu Wanbang Biochemical Pharmaceutical Group has China Agricultural Bank Of China Limited(601288) Co., Ltd
Limited liability company (“Jiangsu Wanbang”) Xuzhou yunlonghu sub branch 231401040011992 – (Note 2)
Guilin Nanyang Pharmaceutical Co., Ltd. China China Construction Bank Corporation(601939) Co., Ltd. 45001637101050702134627.66 (“Guilin Nanyang pharmaceutical”) Guilin Branch Xiangshan sub branch
Shanghai Fosun Long March medical science Bank Of Communications Co.Ltd(601328) Shanghai Branch Zhabei 3100664410170091430 – Co., Ltd. (“Fosun Long March”) (Note 3) sub branch
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.
2、 Management of raised funds
(I) management of raised funds
In order to regulate the management and use of the company’s raised funds and improve the use efficiency of the raised funds, in accordance with the relevant provisions of the company law of the people’s Republic of China, the securities law of the people’s Republic of China, the guidelines for the supervision of listed companies No. 2 – regulatory requirements for the management and use of the raised funds of listed companies and other laws and regulations, and in accordance with the principles of standardization, safety, efficiency and transparency, 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 clear provisions on the storage, use, project implementation management and supervision of the use of raised funds, so as to ensure the standardized use of raised funds in the system.
(II) supervision agreement of raised funds
In 2010, the special funds raised by Jiangsu Branch, Shanghai branch and Shanghai Branch were deposited into the special accounts of .
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. 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”) respectively, hired UBS Securities and Debon securities as the co sponsor of the non-public offering of a shares, and UBS Securities and Debon securities undertook the continuous supervision of the company’s non-public offering 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) to hire China International Capital Corporation Limited(601995) as the recommendation agency for non-public offering of a shares, and China International Capital Corporation Limited(601995) undertook the continuous supervision of the company’s non-public offering of A-Shares in 2010. On March 25, 2021, the company, industrial development, 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.
3、 Actual use of raised funds this year
(I) use of funds for projects invested with raised funds
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 must be further improved, which was deliberated and adopted at the 31st meeting of the eighth board of directors and the 6th meeting of the eighth board of supervisors in 2020 held on December 18, 2020, 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 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. Under the premise of ensuring the healthy development of the company, and in accordance with the principle of promoting the healthy use of the funds raised by the shareholders, and in order to improve the efficiency of the company’s management The notice on further regulating the use of raised funds of listed companies 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 issued independent opinions on this matter
(1) After the deliberation and approval of the 43rd meeting (regular meeting) of the 5th board of directors and the 3rd meeting (regular meeting) of the 5th 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) After the deliberation and approval of the 57th meeting (regular meeting) of the 5th board of directors and the second meeting (regular meeting) of the 5th board of supervisors held on March 22, 2012, Jiangsu Wanbang and Guilin Nanyao reuse their idle raised funds of 40 million yuan and 20 million yuan respectively to temporarily supplement the working capital. 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 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 to the above matters. two thousand and thirteen
