Citic Securities Company Limited(600030)
About Boya Bio-Pharmaceutical Group Co.Ltd(300294)
Special verification opinions on changing the investment project of raised funds
In accordance with the relevant provisions of the measures for the administration of securities issuance and listing recommendation business, the Listing Rules of Shenzhen Stock Exchange on the growth enterprise market, the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 2 – standardized operation of companies listed on the growth enterprise market and other relevant provisions, Citic Securities Company Limited(600030) (hereinafter referred to as ” Citic Securities Company Limited(600030) ” or “recommendation institution”) serves as the continuous supervision and recommendation institution of Boya Bio-Pharmaceutical Group Co.Ltd(300294) (hereinafter referred to as ” Boya Bio-Pharmaceutical Group Co.Ltd(300294) ” or “company”), Checked the change of the company’s investment projects with raised funds. The details are as follows:
1、 Overview of changing the investment project of raised funds
(I) basic information of raised funds
Approved by the reply on the approval of Boya Bio-Pharmaceutical Group Co.Ltd(300294) non-public Development Bank shares (zjxk [2018] No. 117) of China Securities Regulatory Commission, Boya Bio-Pharmaceutical Group Co.Ltd(300294) issued 32247662 shares to 4 specific investors in a non-public manner at an issue price of 31.01 yuan / share. The total amount of raised funds was 9999999862 yuan. After deducting 1074400000 yuan of various issuance expenses, the net amount of raised funds was 98925599862 yuan. The above raised funds have been verified by Jiangsu notary Tianye Certified Public Accountants (special general partnership) and issued the capital verification report (Sugong w [2018] No. b041). After deducting the issuance expenses, all the raised funds are used for the “1000 ton blood products intelligent factory construction project”.
In order to standardize the management and use of the company’s raised funds and protect the rights and interests of investors, the company has adopted a special account storage system for the raised funds. After the raised funds are received, they have been deposited in the special account for raised funds opened with the approval of the board of directors, and the tripartite supervision agreement for raised funds has been signed with the recommendation institution and the commercial bank storing the raised funds.
(II) use of funds raised by the original project
In 2021, the total amount of raised funds used was 72000000 yuan, and the cumulative total amount of raised funds used was 2944831348 yuan; As of December 31, 2021, the balance of the special account for raised funds was 9607506046 yuan. The specific use of the raised funds is as follows:
Monetary unit: RMB
Cumulative amount of the project (yuan)
1、 Net proceeds 98925599862
Plus: interest income from raised funds in previous years minus handling charges 3335378113
The interest income of raised funds in this year minus the handling fee of 291359419
2、 Use of raised funds 92944831348
Including: 1 Replaced 1155917317 yuan of raised capital invested in advance by the company with self raised capital before the raised capital is in place
Gold project
2. After the raised funds are in place, the raised funds for the project will be 1788914031
3. Conduct cash management on idle raised funds and invest 900000000000 in related products
3、 The balance of unused raised funds is 9607506046
4、 The actual balance of the special account for raised funds is 9607506046
5、 Difference-
After deliberation at the 10th meeting of the 7th board of directors and the 9th meeting of the 7th board of supervisors held on November 15, 2021, the company passed the proposal on using idle raised funds for cash management. The company uses idle raised funds of no more than RMB 90 million for cash management. As of December 31, 2021, the company has used the raised funds of 900000000000 yuan for investment and financial management.
As of December 31, 2021, the balance of the company’s special account for raised funds totaled 9607506046 yuan. The details of the account are as follows:
Monetary unit: RMB
Deposit bank account number amount storage form
China Citic Bank Corporation Limited(601998) Nanchang Branch 8115701131001481374748490345 current account
Industrial And Commercial Bank Of China Limited(601398) Fuzhou branch 1511200929100502644859015701 current account
Total 96075060 forty-six
2、 Reasons for changing the investment project of raised funds
The total investment of the “1000 ton blood products intelligent factory construction project” (the original project) is planned to be 136011 million yuan. The project funds are raised funds and self raised funds after deducting the issuance expenses. The original project is expected to be completed in June 2023 and complete GMP certification.
In view of the planning adjustment of Fuzhou municipal government for the high-tech Industrial Development Zone and in combination with the actual situation of the company, the company plans to change the investment project of the raised funds and invest all the unused raised funds of 9960751 million yuan of the “1000 ton blood products intelligent factory construction project” into the “blood products intelligent factory (phase I) construction project”. The main reasons are as follows:
Boya Bio-Pharmaceutical Group Co.Ltd(300294) the existing blood products production workshop was built in 2009, and the designed production scale is 500 tons of plasma per year. The factor product production and R & D building (the workshop has three floors and one floor is reserved) was put into use in October 2017. It is mainly used for the production of human fibrinogen and human coagulation factor VIII. It can meet the production of 6 tons of plasma / batch, human fibrinogen fed once every three days, 6-12 tons of plasma / batch and human coagulation factor VIII fed once every three days. The maximum production capacity is 600 tons of plasma, which is difficult to match the increase of plasma volume. The existing blood preparation workshop is old, most of the process equipment and power equipment were installed in 2009 (the key sub assembly line was purchased in 2001), the performance of the equipment is reduced, and the risk of production deviation is high; At the same time, the storage capacity of plasma and materials is seriously insufficient, which is difficult to meet the increase of production capacity and varieties. After 2023, the supply of raw plasma will be greater than the existing capacity, so it is urgent to build a new plant.
With the increase of plasma stations, the increase of plasma collection and the continuous improvement of R & D capacity, the comprehensive utilization rate of plasma has been improved. The existing production workshops are difficult to meet the production needs of human albumin, intravenous human immunoglobulin and other new products. Therefore, a production workshop with an annual feeding capacity of 1800 tons of plasma and blood products must be built and put into use in 2027 to meet the needs of Boya Bio-Pharmaceutical Group Co.Ltd(300294) development.
After years of social development, a large number of residential areas and other civil facilities have been built around the current plant area of Boya company, which has a certain contradiction with the company’s production in terms of environmental protection and safety. If the expansion in the existing plant area is adopted, the contradiction between environmental protection and safety will be greatly enlarged, which is very unfavorable to the long-term development of the company in the future. Therefore, in order for the company to break through the existing bottleneck, expand production scale, expand product types and realize leap forward development in the future, the project needs to find new plots and build a new large-scale production base.
3、 Specific contents of investment projects with newly raised funds
(I) basic information of the project
1. Project Name: blood products intelligent factory (phase I) construction project
2. Subject of project implementation: Boya Bio-Pharmaceutical Group Co.Ltd(300294)
3. Location of project implementation: Fuzhou high tech development zone extends to Keji Avenue in the East, Chengxin Avenue in the south, Zhenxing Avenue in the West and dream chasing road in the north.
4. Project construction land: the total area of the project land is 658.13 mu. Including: production base (East plot): 335.39 mu, group functions and Shenzhen New Industries Biomedical Engineering Co.Ltd(300832) reservation (West plot): 322.74 mu.
5. Project construction content:
The total construction area of the new project is 106510 ㎡, including two construction areas: the functional area of the group and the production base of blood products. The production capacity of the production base is 1800 tons of plasma per year (phase I), which can meet the production of 13 varieties and 28 specifications of human albumin, immunoglobulin, coagulation factor and micro protein.
(1) Functional area of the group: functional and living facilities of the group, Shenzhen New Industries Biomedical Engineering Co.Ltd(300832) planning reserve, with a construction area of 28460 ㎡.
(2) Production base: blood products production workshop and supporting functional area, quality inspection and R & D building, with a construction area of 78050 m2; And reserve a phase II production workshop with a capacity of 1800 tons, and expand the space for storage and production supporting facilities; And reserve land for phase III long-term planning.
According to the design concept of “overall planning, urgent needs first, step-by-step implementation, green and low carbon”, the site function planning is as follows:
Site function planning
Main construction contents of phased planning and zoning of plot construction
West plot group functional area office building, learning and innovation center, restaurant complex building, shift
Dormitory and guard
Main product production workshop, small product production workshop and storage area
Phase I center, packaging workshop, quality inspection and R & D building
Animal room, power center, chemical warehouse, solid waste warehouse, ethanol
Recycling station, guard room and sewage treatment station, sewage treatment tank and fire fighting equipment in auxiliary production area
East plot waterproof pool, rainwater collection pool, accident pool and other structures
Main product production workshop (reserved), small product production workshop
Reserved production area (reserved), ethanol recycling station (reserved) and sewage treatment station in phase II
And sewage treatment tank (reserved)
Reserved production area in phase III and reserved land for long-term planning
In order to ensure the rationality of the overall design and facilitate production management, the phase II functions of the following sub items are considered in the phase I building during the phase I design, and the expansion space of phase II is reserved in the following sub items: storage center, packaging workshop, quality inspection and R & D building, animal room, power center, chemical warehouse and solid waste warehouse.
Only open space is reserved for the sub items listed in phase II, and phase II is independently constructed: main product production workshop, small product production workshop, ethanol recycling station and sewage treatment station.
6. The construction period of the project is 58 months from 2026 to 20203. The functional area of the group will be put into use in June 2025. The trial production of the production base will be completed in September 2025 and officially put into operation in January 2027.
(II) investment funds for project construction
The total investment of the project is 309684 million yuan, including 204705 million yuan of project construction investment and 104979 million yuan of initial working capital. The source of funds is 9960751 million yuan raised by the company in 2018 and self raised funds.
The construction investment of the project is 204705 million yuan, as shown in the table below:
Proportion of estimated investment in investment
No. project name (10000 yuan) (%)
1. Project cost 16966182.88
2. Other expenses of project construction 24340
