Citic Securities Company Limited(600030)
About Boya Bio-Pharmaceutical Group Co.Ltd(300294)
Special verification opinions on the deposit and use of raised funds in 2021
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 deposit and use of the company's raised funds in 2021. The details are as follows:
1、 Funds raised from non-public offering of shares in 2018
(I) annual use of raised funds
1. Actual amount of raised funds and receipt of funds
According to the resolution of the company's second extraordinary general meeting in 2017 and the reply on approving Boya Bio-Pharmaceutical Group Co.Ltd(300294) non-public development of shares (zjxk [2018] No. 117) issued by China Securities Regulatory Commission, the company's non-public offering of no more than 37.5 million shares is approved. On April 4, 2018, the company completed this non-public offering and actually issued 32247662 shares at an issue price of 31.01 yuan per share. On April 4, 2018, the company received 999999999862 yuan of the subscribed purchase amount of the investor remitted by China Greatwall Securities Co.Ltd(002939) and deducted 850000000 yuan of underwriting and recommendation expenses, of which 7914999862 yuan was deposited into the bank deposit account opened by the company in China Citic Bank Corporation Limited(601998) Nanchang Branch (Account No.: 811570113100148137), Deposit 20000000000 yuan into the bank deposit account (Account No.: 151120092910050264) opened by the company in Fuzhou branch of industrial and Commercial Bank of China. In addition, after deducting 224400000 yuan of issuance expenses paid and unpaid by the company in the early stage, the net amount of funds raised from non-public offering of shares is 98925599862 yuan.
The availability of the above raised funds has been verified by Jiangsu notary Tianye Certified Public Accountants (special general partnership), and the capital verification report (Sugong w [2018] No. b041) has been issued.
2. Use and balance of raised funds
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-
(II) deposit and management of raised funds
1. Management of raised funds
In order to regulate the management and application of the company's raised funds and protect the interests of investors, the company has complied with the company law of the people's Republic of China, the securities law of the people's Republic of China, the Listing Rules of Shenzhen Stock Exchange on the gem, the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 2 - standardized operation of companies listed on the gem and the Boya Bio-Pharmaceutical Group Co.Ltd(300294) articles of association, The Boya Bio-Pharmaceutical Group Co.Ltd(300294) raised funds management system has been formulated, which has detailed and strict provisions on the storage of the special account of raised funds, the use of raised funds, the change of investment projects of raised funds, the management and supervision of raised funds and information disclosure.
In order to standardize the management of the company's raised funds and protect the rights and interests of small and medium-sized investors, the company and the sponsor China Greatwall Securities Co.Ltd(002939) signed the tripartite supervision agreement on raised funds with China Citic Bank Corporation Limited(601998) Nanchang branch and Industrial And Commercial Bank Of China Limited(601398) Fuzhou branch respectively in accordance with relevant laws and regulations and the provisions of Shenzhen Stock Exchange Guidelines for self discipline supervision of listed companies of Shenzhen Stock Exchange No. 2 - standardized operation of companies listed on GEM
2. Storage of raised funds in special account
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 9607506046
(III) comparison of use of raised funds
As of December 31, 2021, the actual use of the company's raised funds was 294483 million yuan, as shown in the table below:
Monetary unit: RMB 10000
Raised funds 9892560
Total amount of raised funds invested in this year 72.00 total amount of raised funds with changed purposes during the reporting period 0
The cumulative total amount of raised funds for changing purposes is 0. The cumulative total amount of raised funds invested is 294483. The cumulative proportion of the total amount of raised funds for changing purposes is 0.00%
Whether the committed investment of the project has changed as of the end of the period, whether the project is feasible as of the end of the period, and the accumulated investment of the current year after the adjustment of the raised funds of the project and beyond the change is the investment goal of the raised funds (including the progress of the total amount of committed investment) (3) whether the realization that can be realized is expected to be sent to the total amount of the part (1) (2) = the change of benefit on the status day) (2) / (1) Great change
Committed investment project: 1000 tons of blood
Liquid products zhino 98925609892560 72.00294483 2.98% -- Neng factory construction project
Committed investment 98925609892560 72.00294483 2.98%————
Subtotal of project
The original construction period of the intelligent factory construction project of 1000 tons of blood products is expected to be 36 months. It is planned to be completed and GMP certification will be completed in June 2020.
On October 24, 2019, the 27th meeting of the sixth board of directors of the company considered and approved the proposal on the extension of the construction project of thousand ton blood products intelligent factory of the raised investment project. Due to the expected income, the state and municipal government agreed that the project would be postponed for no more than 12 months, and the GMP recognition is expected to be completed and completed in June 2021. On August 26, 2020, the 36th meeting of the sixth board of directors of the company considered and approved the reasons for the delay of the construction project of 1000 ton smart factory of raised investment project (sub case). In view of the planning adjustment of Fuzhou municipal government for the high-tech Industrial Development Zone and the company's purchase of raw material plasma from Boya (Guangdong) has not been approved, the scale of raw material plasma of the company's specific project company is insufficient. Combined with the actual situation, It is proposed to apply for the expansion of the construction land scale of the "thousand ton blood products intelligent factory construction project", and the company has decided to adjust the implementation progress of the "thousand ton blood products intelligent factory construction project" funded by non-public offering of shares in 2018. The project will be postponed for no more than 24 months, and is expected to be completed and GMP certification will be completed in June 2023.
Feasible project
Sexual recurrence not applicable
The situation of great changes shows that the raised funds are over raised
Amount, not applicable
Purpose and use progress of raised funds
Investment project not applicable
Change of implementation location and raised funds
Investment project not applicable
Adjustment of implementation mode
In order to speed up the implementation of the company's raised investment projects, the company has used self raised funds to invest in the relevant raised investment projects in the early stage before the raised funds are actually in place. As of April 9, 2018, the company has invested 1155917317 yuan in the raised investment projects in advance with self raised funds, including 425000000 yuan for the land invested in the plant construction project of 1000 tons of blood products intelligent industry in advance, 657057017 yuan for process design, 738 yuan for survey, design, consultation, evaluation and other expenses,
