About Huatai United Securities Co., Ltd
Verification opinions on cash management with idle raised funds
Huatai United Securities Co., Ltd. (hereinafter referred to as "Huatai United Securities" or "sponsor") as the sponsor of Wuxi Apptec Co.Ltd(603259) (hereinafter referred to as " Wuxi Apptec Co.Ltd(603259) " or "company") initial public offering of shares in 2018 and non-public offering of shares in 2020, in accordance with the administrative measures for securities issuance and listing recommendation business The guidelines on the supervision of listed companies No. 2 - regulatory requirements for the management and use of raised funds by listed companies, the stock listing rules of Shanghai Stock Exchange and the guidelines on the self discipline supervision of listed companies of Shanghai Stock Exchange No. 1 - standardized operation have carefully verified the cash management matters of Wuxi Apptec Co.Ltd(603259) plans to use idle raised funds. The verification results and opinions are as follows:
1、 Overview of cash management
(I) management purpose
In order to improve the use efficiency of the company's raised funds, without affecting the construction of the raised funds and the normal operation of the company, the company will reasonably use some idle raised funds for cash management, increase capital income and obtain investment return for the company and shareholders.
(II) source of funds and relevant information
1. Source of funds: temporarily idle raised funds
2. Fund raising and actual use of the company's 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) issued by the China Securities Regulatory Commission, the company publicly issued 104198556 ordinary shares (A shares) to the public at an issue price of 21.60 yuan per share, and the total amount of funds raised was 2250 Suzhou Recodeal Interconnect System Co.Ltd(688800) yuan. After deducting the issuance cost of 1204034 million yuan, the net amount of funds raised was 2130285400 yuan. The availability of the above raised funds has been verified by Deloitte Huayong Certified Public Accountants (special general partnership), and the capital verification report (DSB (y) Zi (18) No. 00197) was issued on May 3, 2018.
Below:
Unit: RMB
Project name total investment planned to use the accumulated capital investment amount of No. by the end of the period
1 Suzhou and Nantong drug safety evaluation center expansion 172 Shenzhen Quanxinhao Co.Ltd(000007) 2719982915058 project (note)
2 Tianjin chemical R & D laboratory expansion and upgrading project 564 Shenzhen Wongtee International Enterprise Co.Ltd(000056) 4 China Union Holdings Ltd(000036) 01310
3 Wuxi Apptec Co.Ltd(603259) headquarters base and analysis and diagnosis service 20 China Vanke Co.Ltd(000002) 0 China Vanke Co.Ltd(000002) 000000 R & D Center (91 , 93 )
4. Supplementary working capital 100 Shenzhen Zhenye(Group)Co.Ltd(000006) 3908566390856
Total 3484 Shenzhen Kaifa Technology Co.Ltd(000021) 30285414907224
Note: the company held the 22nd Meeting of the second board of directors on December 31, 2021, deliberated and approved the proposal on changing the purpose of the funds raised from the initial public offering of some A shares, and agreed to change the implementation subject and place of the "Suzhou drug safety evaluation center expansion project", that is, to change the purpose of the raised funds to "Suzhou and Nantong drug safety evaluation center expansion project". The above matters need to be considered by the general meeting of shareholders of the company.
As of December 31, 2021, the company has accumulated 149072241709 yuan of funds raised from the initial public offering of a shares. The balance of unused raised funds is RMB 74896665936, of which RMB 22000000000 is used to purchase financial products for cash management, and RMB 52896665936 is deposited in the regulatory bank (including the interest income and financial income generated by raised funds, and the net amount after deducting bank charges and others is RMB 10940367645).
3. Funds raised and actual use of the company's non-public offering of A-Shares in 2020
Approved by the reply on approving Wuxi Apptec Co.Ltd(603259) non-public Development Bank shares (zjxk [2020] No. 1828) of China Securities Regulatory Commission, the company issued 6269029 ordinary shares (A shares) in non-public in 2020, with an issue price of 104.13 yuan per share and a total raised capital of 6527939900 yuan. After deducting the issuance expenses excluding tax, the net raised capital was 6461246300 yuan. The above raised funds have been verified by Deloitte Huayong Certified Public Accountants (special general partnership), and the capital verification report (DSB (y) Zi (20) No. 00517) was issued on September 8, 2020. As of December 31, 2021, the use of funds raised by the company's non-public offering of A-Shares in 2020 is as follows:
Unit: RMB 10000
Project name total investment planned to use the accumulated capital investment amount of No. by the end of the period
1 Wuxi Hequan pharmaceutical new drug preparation development service and 80 Shenzhen Quanxinhao Co.Ltd(000007) 3628006273686 preparation production phase I Project
2 Hequan pharmaceutical global R & D center and supporting projects 56 Shenzhen Guohua Network Security Technology Co.Ltd(000004) 917 Joincare Pharmaceutical Group Industry Co.Ltd(600380) 9030
3 Changzhou Hequan new drug production and R & D center project 280 Shenzhen Zhenye(Group)Co.Ltd(000006) 606400 Nan Jing Xin Jie Kou Department Store Co.Ltd(600682) 9
4 Changzhou Hequan new drug production and R & D integration project 1961380017892 Jiangsu Holly Corporation(600128) 04655 items
5-in-a-whole drug R & D small molecule innovative drug manufacturer 300 Fawer Automotive Parts Limited Company(000030) Ping An Bank Co.Ltd(000001) 331077 technology platform technical capability upgrading project
6. The project of upgrading the technical capacity of Shanghai Yaoming drug R & D platform to 60 Shenzhen Zhenye(Group)Co.Ltd(000006) 0 China Vanke Co.Ltd(000002) 903602
7. Supplementary working capital 195 Ping An Bank Co.Ltd(000001) 883306318797332
Total 897138006461246351926212
As of December 31, 2021, the company has accumulated 519262118166 yuan of funds raised from non-public offering of A-Shares in 2020.
The balance of unused raised funds is 136213395195 yuan (including interest income and wealth management income generated by raised funds, deducting bank charges and others is 9350884817 yuan).
2、 Plan to use idle raised funds for cash management
(I) amount and term
The company plans to use the idle raised funds with a limit of no more than 2200 million yuan (inclusive) for cash management, which is valid for 12 months from the date of deliberation and approval of the 24th Meeting of the second board of directors and the 2021 annual board of directors, or until the date of deliberation and approval of the idle raised funds cash management limit by the 2022 annual board of directors or the general meeting of shareholders (depending on the approval authority at that time) (whichever is shorter). Within the validity period of the aforesaid quota and resolution, the funds can be recycled and used on a rolling basis. The specific amount shall be subject to the maximum daily balance of the financial products in effect, and shall not be calculated repeatedly based on the amount incurred. Despite such authorization, the company's purchase of financial products with idle raised funds and idle self owned funds must also meet the following restrictions: (1) the total amount of principal of financial products purchased from the same bank within 12 months (calculated by transaction) shall not exceed 25% of the company's total assets in the latest period, And (2) the total amount of the estimated maximum investment income of such financial products within 12 months shall not exceed 25% of the company's pre tax profit deducting minority shareholders' equity in the most recent year.
(II) investment varieties
In order to control the risk of using temporarily idle raised funds for cash management, the company will select listed companies
The bank financial products issued by industrial banks with good liquidity, high security and meeting the capital preservation requirements are idle
Investment products for cash management of raised funds (including but not limited to low-risk Principal Guaranteed bank financial products and bank
Structural deposit), investment risk is controllable. These investment products do not involve securities investment and may not be used for stocks and
Its derivative products, securities investment funds and securities investment are for the purpose and unsecured claims are the subject of investment
Financial or trust products.
The specific products are as follows. The company plans to select the best ones according to needs within the amount and period authorized by the board of directors
Bank Investment:
Name of trustee Bank Of Communications Co.Ltd(601328) Shanghai Pudong Development Bank Co.Ltd(600000) Ping An Bank Co.Ltd(000001) Bank Of Ningbo Co.Ltd(002142) China Construction Bank Corporation(601939)
Product type bank financial products bank financial products bank financial products bank financial products bank financial products bank financial products
Product name structured deposit structured deposit structured deposit structured deposit structured deposit
It is estimated that the annual chemical income is 1.35% ~ 3.2%, 1.4% ~ 3.1%, 1.65% ~ 2.9%, 1% ~ 3.3%, 1.1% ~ 3.3% profit rate
Estimated income is not fixed, not fixed, not fixed (10000 yuan)
Product term within one year within one year within one year within one year
Income type breakeven floating income breakeven floating income breakeven floating income breakeven floating income breakeven floating income breakeven floating income
Not applicable for structured arrangements
Estimated income n / a n / a n / a n / a n / a (if any)
Whether it constitutes off no
Joint transaction
(III) income distribution mode
The income obtained from cash management with temporarily idle raised funds shall be owned by the company and shall be strictly in accordance with
The requirements of the China Securities Regulatory Commission and the Shanghai Stock Exchange on the regulatory measures for raised funds were reviewed
Management and use. After the cash management expires, it will be returned to the special account for raised funds.
(IV) implementation mode
Within the scope of the authorized amount, the board of directors authorizes the chairman of the company to be responsible for approving the purchase with idle raised funds
Financial products and other relevant documents, and the specific matters shall be organized and implemented by the financial department of the company.
(V) risk control measures
1. The company will screen investment products in strict accordance with the requirements of laws, regulations and internal rules and regulations such as 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), the guidelines for the self discipline supervision of listed companies on Shanghai Stock Exchange No. 1 - standardized operation and the company's measures for the management of raised funds, and abide by the principle of prudent investment, mainly selecting investment products with good reputation, large scale Products issued by units capable of ensuring the safety of funds. The product must meet the following conditions: high safety, meet the capital preservation requirements, and the product issuer can provide capital preservation commitments; Good liquidity shall not affect the normal operation of the investment plan of the raised funds.
2. The company will effectively distinguish and manage the financial products purchased by cash management with temporarily idle raised funds from entrusted financial management with its own funds. The purchase of financial products shall be approved in advance by the authorized person specified in the approval authority of the company according to the specific transaction amount within the limit and period authorized by the board of directors of the company. 3. The financial product contract can only be signed after being reviewed and approved by the Legal Affairs Department of the company.
4. The capital Department of the company is responsible for the specific implementation of entrusted financial management work, and timely track the investment direction of financial products according to the market conditions. If potential risk factors are found, it will organize the evaluation, timely take corresponding preservation measures according to the evaluation results, control the investment risk, and establish a financial management account to manage the financial products to ensure that the amount of financial products is within the approved limit.
