Wuxi Apptec Co.Ltd(603259) special report and audit report on the deposit and actual use of raised funds
As of December 31, 2021
Audit report
DSB (H) Zi (22) No. e00047 Wuxi Apptec Co.Ltd(603259) board of directors:
We have reviewed the attached special report on the deposit and actual use of raised funds of Wuxi Apptec Co.Ltd(603259) (hereinafter referred to as “the company”) as of December 31, 2021 (hereinafter referred to as “the report on the deposit and actual use of raised funds”). 1、 Responsibility of the board of directors for the report on the deposit and actual use of raised funds
Prepare the report on the deposit and actual use of raised funds in accordance with the provisions of the guidelines for the supervision of listed companies No. 2 – regulatory requirements for the management and use of raised funds by listed companies (revised in 2022) and the guidelines for the self discipline supervision of listed companies on Shanghai Stock Exchange No. 1 – standardized operation of China Securities Regulatory Commission, and ensure that the contents of the report on the deposit and actual use of raised funds are true, accurate and complete, It is the responsibility of the board of directors of your company that there are no false records, misleading statements or major omissions. 2、 Responsibilities of Certified Public Accountants
Our responsibility is to express opinions on the report on the deposit and actual use of the raised funds on the basis of the implementation of the audit. We conducted the audit in accordance with the provisions of other assurance business standards for Chinese certified public accountants No. 3101 – assurance business other than audit or review of historical financial information. The code requires us to abide by the code of professional ethics, plan and implement the audit work, so as to obtain reasonable assurance about whether there is no material misstatement in the report on the deposit and actual use of raised funds.
During the audit process, we implemented the audit procedures we considered necessary to obtain evidence about the amount and disclosure of the report on the deposit and actual use of the raised funds. We believe that our audit work provides a reasonable basis for expressing opinions. 3、 Review comments
We believe that the report on the deposit and actual use of the raised funds of your company has been prepared in accordance with the provisions of the regulatory guidelines for listed companies No. 2 – regulatory requirements for the management and use of the raised funds of listed companies (revised in 2022) and the self regulatory guidelines for listed companies on Shanghai Stock Exchange No. 1 – standardized operation of China Securities Regulatory Commission, It truly reflects the deposit and actual use of the raised funds of your company as of December 31, 2021 in all major aspects.
Audit report – continued
4、 Scope of use of this report
This report is only for your company to report the deposit and actual use of the raised funds to the relevant regulatory authorities this time, and shall not be used for any other purpose.
Deloitte Touche Tohmatsu (special general partnership) Chinese certified public accountant
Shanghai, China
Chinese certified public accountant
March 23, 2022
Special report on the deposit and actual use of raised funds
As of December 31, 2021
Wuxi Apptec Co.Ltd(603259) (hereinafter referred to as “the company”) the board of directors in accordance with the provisions of China Securities Regulatory Commission (hereinafter referred to as “CSRC”) “guidelines for the supervision of listed companies No. 2 – regulatory requirements for the management and use of raised funds by listed companies (revised in 2022)” and “guidelines for the self discipline supervision of listed companies on Shanghai Stock Exchange No. 1 – standardized operation”, Prepared a special report on the deposit and actual use of the funds raised by the initial public offering of A-Shares as of December 31, 2021 and the non-public offering of A-Shares in 2020 (hereinafter referred to as the “report on the deposit and actual use of raised funds”). The deposit and actual use of the raised funds as of December 31, 2021 are described as follows:
1、 Basic information of funds raised 1. Funds raised from initial public offering of a shares
With the approval of the reply on approving Wuxi Apptec Co.Ltd(603259) initial public offering of shares (zjxk [2018] No. 678 document) issued by China Securities Regulatory Commission, the company publicly issued 104198556 ordinary shares (A shares) in Shanghai Stock Exchange, with an issue price of 21.60 yuan per share, a total amount of 225068880960 yuan of funds raised from stock issuance, and a deduction of 12040340960 yuan of issuance expenses, The net amount of actually raised funds is RMB 213028540000. The actual amount received is 216066125722 yuan, including 3037585722 yuan of other issuance expenses that have not been transferred (including 1251841465 yuan of other issuance expenses that have been paid from the company’s own capital account in the early stage and 1785744257 yuan of other issuance expenses that have not been paid). The above actually raised funds of RMB 216066125722 have all arrived on May 2, 2018, which has been verified by Deloitte Huayong Certified Public Accountants (special general partnership) and issued the capital verification report DSB (y) Zi (18) No. 00197.
As of December 31, 2021, the company has used a total of 149072241709 yuan of raised funds. The balance of unused raised funds is RMB 74896665936 (including the interest income and wealth management income generated by raised funds, and the net amount after deducting bank charges and others is RMB 10940367645).
2. Funds raised from non-public offering of A-Shares in 2020
With the approval of the reply on the approval of Wuxi Apptec Co.Ltd(603259) non-public Development Bank shares (zjxk [2020] No. 1828 document) issued by the CSRC, the company is approved to issue no more than 105000000 new shares in non-public, with a par value of RMB 1.00 per share. The company will issue 62690290 ordinary shares in RMB in this non-public offering at an issue price of 104.13 yuan per share. The total amount of funds raised from stock issuance is 652793989770 yuan.
After deducting the issuance expenses of RMB 6669361226 (excluding tax), the net amount of actually raised funds is RMB 646124628544, deducting the deductible VAT input tax of various issuance expenses of this non-public offering of RMB 400161674, and adding back the other issuance expenses of RMB 867980000 (including tax), the actual amount received is RMB 646592446870. The above actually raised funds of RMB 646592446870 have all arrived on September 8, 2020, and have been verified by Deloitte Huayong Certified Public Accountants (special general partnership) and issued a capital verification report of DSB (y) Zi (20) No. 00517.
As of December 31, 2021, the company has accumulated 519262118166 yuan of raised funds. The balance of the unused raised funds is 136213395195 yuan (including the interest income and wealth management income generated by the raised funds, and the net amount after deducting bank charges and others is 9350884817 yuan).
Special report on the deposit and actual use of raised funds
As of December 31, 2021
2、 Deposit and management of raised funds
（1） Formulation and implementation of raised funds management system
In order to standardize the management of the raised funds of the company and protect the rights and interests of investors, in accordance with the company law of the people’s Republic of China, the securities law of the people’s Republic of China, the stock listing rules of Shanghai Stock Exchange, 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 the guidelines for the self discipline supervision of listed companies of Shanghai Stock Exchange No. 1 – standardized operation and other relevant laws and regulations, In combination with the actual situation of the company, the measures for the management of Wuxi Apptec Co.Ltd(603259) raised funds are formulated, which stipulates the storage, use, change, management and supervision of the raised funds, and implements the special account management of the raised funds.
（2） Signing and implementation of three-party supervision agreement and four-party supervision agreement for raised funds 1. Signing and implementation of agreements related to raised funds from initial public offering of a shares
On May 2, 2018, the company and Huatai United Securities Co., Ltd. (hereinafter referred to as the “sponsor”) signed the tripartite supervision agreement on the storage of special account for raised funds (hereinafter referred to as the “tripartite supervision agreement I”) with Bank Of Communications Co.Ltd(601328) Wuxi hedankou sub branch, Shanghai Pudong Development Bank Co.Ltd(600000) Baoshan sub branch, Ping An Bank Co.Ltd(000001) Shanghai branch business department, China Merchants Bank Co.Ltd(600036) Shanghai pilot Free Trade Zone Branch respectively.
On May 14, 2018, the company held the 18th meeting of the first board of directors and the 12th meeting of the first board of supervisors, which respectively deliberated and approved the proposal on using the raised funds to increase capital to subsidiaries, and agreed that the company would use the raised funds to increase capital to Suzhou Wuxi Apptec Co.Ltd(603259) new drug development Co., Ltd. (formerly known as Suzhou Wuxi Apptec Co.Ltd(603259) new drug development Co., Ltd., hereinafter referred to as “Suzhou Yaoming”) Tianjin Wuxi Apptec Co.Ltd(603259) new drug development Co., Ltd. (hereinafter referred to as “Tianjin Yaoming”) and Shanghai Wuxi Apptec Co.Ltd(603259) new drug development Co., Ltd. (hereinafter referred to as “Shanghai Yaoming”) (Suzhou Yaoming, Tianjin Yaoming and Shanghai Yaoming are collectively referred to as “A-share initial public offering subsidiaries”) increased their capital for the construction of investment projects with raised funds. On May 23, 2018, the company, the sponsor, the regulatory bank and the corresponding A-share IPO subsidiary signed the four party supervision agreement on the special account for the storage of raised funds (hereinafter referred to as “Four Party Supervision agreement I”). The above special account for the storage of raised funds (four party) opened according to the four party supervision agreement I is as follows:
Purpose of special account of bank account opening company
name
Shanghai Pudong Development Bank Co.Ltd(600000) Suzhou Yaoming 984600788012000493 Suzhou and Nantong drug safety evaluation center expansion project (note)
Baoshan sub branch
Ping An Bank Co.Ltd(000001) Tianjin Binhai Tianjin chemical R & D laboratory expansion
Tianjin Yaoming sub branch 150 Beijing Centergate Technologies (Holding) Co.Ltd(000931) 77419 upgrading project
China Merchants Bank Co.Ltd(600036) Shanghai Free Trade Shanghai Yaoming 510902047310103 Wuxi Apptec Co.Ltd(603259) headquarters base and analysis
Pilot Zone Branch Business Department off-line service R & D Center (91, 93)
Note: see III (II) of this report for details of the change of the actual investment project of the raised funds of the project.
The three-party supervision agreement I and the four-party supervision agreement I of the funds raised from the initial public offering are drafted in accordance with the three-party supervision agreement (model) on the storage of funds raised in the special account of Shanghai Stock Exchange, which is not significantly different from the three-party supervision agreement (model) on the storage of funds raised in the special account of Shanghai Stock Exchange. As of December 31, 2021, all parties to the agreement have performed relevant responsibilities in accordance with the provisions of the regulatory agreement.
Special report on the deposit and actual use of raised funds
As of December 31, 2021
2、 Deposit and management of raised funds – continued
（2） Signing and implementation of three party supervision agreement and four party supervision agreement for raised funds – continued
2. Signing and implementation of agreements related to funds raised by non-public offering of A-Shares in 2020
On September 25, 2020, the company and Huatai United Securities Co., Ltd. (hereinafter referred to as the “sponsor”) signed the tripartite supervision agreement on the storage of funds raised by non-public offering of A-Shares in the special account of Wuxi Apptec Co.Ltd(603259) non-public offering of A-Shares (hereinafter referred to as the “tripartite supervision agreement II”) with Bank Of Communications Co.Ltd(601328) Wuxi Branch and Shanghai Pudong Development Bank Co.Ltd(600000) Baoshan sub branch respectively.
On September 25, 2020, the company held the fifth meeting of the second board of directors and the fifth meeting of the second board of supervisors, deliberated and adopted the proposal on capital increase to subsidiaries with raised funds and self owned funds respectively, and agreed that the company would use the raised funds to increase capital to its subsidiary Shanghai YaoMing, Shanghai Yaoming further used the raised funds to increase its capital to its subsidiary Shanghai Hequan Pharmaceutical Co., Ltd. (hereinafter referred to as “Hequan pharmaceutical”), and Hequan pharmaceutical further used the raised funds to its subsidiaries Changzhou Hequan Pharmaceutical Co., Ltd. (hereinafter referred to as “Changzhou Hequan pharmaceutical”), Shanghai Hequan pharmaceutical R & D Co., Ltd. (hereinafter referred to as “Hequan pharmaceutical R & D”) Wuxi Hequan Pharmaceutical Co., Ltd. (hereinafter referred to as “Wuxi Hequan pharmaceutical”) (Shanghai Yaoming, Hequan pharmaceutical, Changzhou Hequan pharmaceutical, Hequan pharmaceutical R & D and Wuxi Hequan pharmaceutical are collectively referred to as “2020 A-share non-public development bank subsidiaries”) increased capital for the construction of the investment projects raised in this issuance. On October 27, 2020, the company, sponsors and regulatory banks
