About Sunshine Guojian Pharmaceutical(Shanghai) Co.Ltd(688336) Pharmaceutical (Shanghai) Co., Ltd
Special verification opinions on the deposit and use of raised funds in 2021
Huatai United Securities Co., Ltd. (hereinafter referred to as “Huatai United Securities” or “sponsor”) as a sponsor of Sunshine Guojian Pharmaceutical(Shanghai) Co.Ltd(688336) Pharmaceutical (Shanghai) Co., Ltd. (hereinafter referred to as ” Sunshine Guojian Pharmaceutical(Shanghai) Co.Ltd(688336) ,” company “or” issuer “) for initial public offering of shares and listing on the science and innovation board, in accordance with the administrative measures for securities issuance and listing sponsor business 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), listing rules of shares on the science and Innovation Board of Shanghai Stock Exchange (revised in December 2020) In accordance with the provisions of laws and regulations such as the measures for the administration of funds raised by listed companies of Shanghai Stock Exchange (revised in 2013) and the guidelines for the application of self regulatory rules for companies listed on the science and Innovation Board of Shanghai Stock Exchange No. 1 – standardized operation, the deposit and use of funds raised by Sunshine Guojian Pharmaceutical(Shanghai) Co.Ltd(688336) in 2021 have been carefully verified. The verification results and opinions are as follows:
1、 Basic information of raised funds
(I) funds raised by initial public offering
With the approval of the reply on Approving the registration of initial public offering of Sunshine Guojian Pharmaceutical(Shanghai) Co.Ltd(688336) Pharmaceutical (Shanghai) Co., Ltd. (zjxk [2020] No. 1217) issued by China Securities Regulatory Commission, the company publicly issued 61621142 ordinary shares in RMB, with an issue price of 28.18 yuan per share and a total raised capital of 173648378156 yuan, After deducting the underwriting fee (including value-added tax) of 7822859436 yuan belonging to Huatai United Securities, the total amount of funds is 165825518720 yuan, which is remitted to the following account opened by the company: Industrial And Commercial Bank Of China Limited(601398) Shanghai Zhangjiang sub branch, account number 10011949091627331. After the above amount is paid to the joint lead underwriter Citic Securities Company Limited(600030) underwriting fee and other issuance expenses (including value-added tax), the remaining funds are the net funds raised by the company, totaling 163442818764 yuan.
All the above raised funds were in place on July 17, 2020. Ernst & Young Huaming Certified Public Accountants (special general partnership) verified the arrival of the raised funds in this issuance and issued the capital verification report (Ernst & Young Huaming (2020) Yan Zi No. 60468439b01) on July 17, 2020.
(II) use and balance of raised funds
As of December 31, 2021, the use and balance of the company’s raised funds are as follows:
Project amount (RMB)
The total amount of raised funds is 173648378156
Less: lead underwriter’s underwriting fee 7822859436
The total amount of raised funds actually received is 165825518720
Less: 1228888544 of the amount paid in advance by replacing the issue expenses with the raised funds
Less: the amount of issuance expenses paid in 2020 is 1153811412
Net proceeds 163442818764
Less: 13230689212 amount of self raised funds invested in advance replaced by raised funds
Less: 36453081575 yuan invested in the project of raising funds
Including: the amount invested in the project of raising funds in 2021 is 17646865043
Plus: interest income 2615206811
The balance of raised funds is 11637454788
Less: structural deposit balance 30000000000
The balance of the special account for raised funds is 86374254788
2、 Management of raised funds
(I) management of raised funds
In order to standardize the management and use of the raised funds, improve the efficiency and efficiency of the use of funds and protect the interests of investors, the company, in accordance with the guidelines for the supervision of listed companies No. 2 – regulatory requirements for the management and use of the raised funds of listed companies (revised in 2022), the rules for the listing of shares on the science and Innovation Board of Shanghai Stock Exchange (revised in December 2020) The measures for the administration of funds raised by listed companies of Shanghai Stock Exchange (revised in 2013) and other relevant regulations and requirements, combined with the actual situation of the company, formulated the management system of funds raised by Sunshine Guojian Pharmaceutical(Shanghai) Co.Ltd(688336) Pharmaceutical (Shanghai) Co., Ltd. (hereinafter referred to as the management system of funds raised). According to the management system of raised funds, the company adopts a special account storage system for raised funds and establishes a special account for raised funds in the bank. Company and sponsor
Gehuatai United Securities and China Merchants Bank Co.Ltd(600036) Shanghai Zhangjiang sub branch and China Citic Bank Corporation Limited(601998) Co., Ltd
The Shanghai Branch of the company signed the tripartite supervision agreement on the storage of special account for raised funds, which defined the rights and obligations of all parties
Obligations.
The company and its subsidiaries Sunshine Guojian Pharmaceutical(Shanghai) Co.Ltd(688336) Pharmaceutical (Suzhou) Co., Ltd., together with the sponsor Huatai United Securities and
Industrial And Commercial Bank Of China Limited(601398) Shanghai Zhangjiang science and technology sub branch signed the special account for raised funds storage agreement
Regulatory agreement; The company and its subsidiary Shanghai Shengguo Pharmaceutical Development Co., Ltd. together with the sponsor Huatai United Securities
Securities and China Citic Bank Corporation Limited(601998) Shanghai Branch signed the four party supervision agreement on the storage of special account for raised funds,
It defines the rights and obligations of all parties.
There is no significant difference between the above regulatory agreement and the model regulatory agreement of Shanghai Stock Exchange, and the company is using it
The raised funds have been strictly complied with in order to facilitate the management, use and use of the raised funds
Supervise and ensure that the special funds are used for special purposes.
(II) storage of raised funds in special account
As of December 31, 2021, the special accounts for raised funds of the company and its subsidiaries are as follows:
Unit: RMB
Balance of raised funds in the bank account of the company’s deposit bank
Sunshine Guojian Pharmaceutical(Shanghai) Co.Ltd(688336) Pharmaceutical (Suzhou) Co., Ltd. Industrial And Commercial Bank Of China Limited(601398) 100107242907 Shantui Construction Machinery Co.Ltd(000680) 62139121214 company Shanghai Pudong Software Park sub branch
Sunshine Guojian Pharmaceutical(Shanghai) Co.Ltd(688336) Pharmaceutical (Shanghai) shares China Merchants Bank Co.Ltd(600036) Shanghai 12190793201042013729454844 shares Co., Ltd. Zhangjiang sub branch
Sunshine Guojian Pharmaceutical(Shanghai) Co.Ltd(688336) Pharmaceutical (Shanghai) shares China Merchants Bank Co.Ltd(600036) Shanghai 1219079320102218170228247 shares Co., Ltd. Zhangjiang sub branch
Shanghai Shengguo Pharmaceutical Development Co., Ltd. China Citic Bank Corporation Limited(601998) Shanghai 81102010141012127131864917892 sidahua Jinxiu sub branch
Sunshine Guojian Pharmaceutical(Shanghai) Co.Ltd(688336) Pharmaceutical (Shanghai) shares China Merchants Bank Co.Ltd(600036) Shanghai 1219079320109231840.09 shares Co., Ltd. Zhangjiang sub branch
Sunshine Guojian Pharmaceutical(Shanghai) Co.Ltd(688336) Pharmaceutical (Shanghai) shares China Citic Bank Corporation Limited(601998) Shanghai 811020101440121277470348582 shares Co., Ltd. Dahua Jinxiu sub branch
Total 86374254788
3、 Actual use of raised funds in 2021
(I) use of funds for investment projects with raised funds
According to the application plan of the raised funds disclosed in the prospectus of the company’s initial public offering of RMB common shares (A shares), after deducting the issuance expenses, all the funds raised from the stock issuance will be used for the investment projects of the raised funds related to the company’s main business and supplementary working capital.
As of December 31, 2021, the actual use of the raised funds is shown in “Schedule 1: comparison table of the use of the raised funds”.
(II) advance investment and replacement of investment projects with raised funds
On November 5, 2020, the company held the 18th meeting of the third board of directors to consider and pass the proposal on replacing self raised funds invested in investment projects with raised funds in advance. The company used raised funds to replace self raised funds invested in investment projects with self raised funds in advance, with a total amount of 13230689212 yuan, The total amount of issuing expenses paid in advance with self raised funds is 1228888544 yuan, and the total amount of self raised funds is 14459577756 yuan. The above situation of self raised funds pre invested in projects invested with raised funds has been verified by Ernst & Young Huaming Certified Public Accountants (special general partnership) and issued the special verification report on the situation of Sunshine Guojian Pharmaceutical(Shanghai) Co.Ltd(688336) Pharmaceutical (Shanghai) Co., Ltd. pre invested projects invested with raised funds with self raised funds (Ernst & Young Huaming (2020) ZZ No. 60468439b06). The independent directors of the company have expressed explicit consent to the above matters, and Huatai United Securities has issued explicit consent verification opinions on the above matters.
(III) temporary replenishment of working capital with idle raised funds
In 2021, the company did not temporarily supplement working capital with idle raised funds.
(IV) cash management of idle raised funds and investment in related products
On August 13, 2021, the company held the 25th meeting of the third board of directors and the 14th meeting of the third board of supervisors, deliberated and approved the proposal on using part of the temporarily idle raised funds for cash management, and agreed that the company would use the temporarily idle raised funds with an amount of no more than RMB 80 million (including this amount) for cash management, and the service life would be effective within 12 months from the date of deliberation and approval by the board of directors, Within the above limit and term, the funds can be used circularly and rolling.
In 2021, the company used idle raised funds to purchase structured deposits, and the amount of undue redemption at the end of the year was RMB 30000000, including: the amount of undue redemption of structured deposits purchased from Industrial And Commercial Bank Of China Limited(601398) Shanghai Pudong Software Park sub branch at the end of the year was RMB 2000000000; For the structured deposits purchased in China Citic Bank Corporation Limited(601998) Shanghai Dahua Jinxiu sub branch, the undue redemption amount at the end of the year is RMB 28000000000.
(V) permanent replenishment of working capital or repayment of bank loans with over raised funds
In 2021, the company did not permanently supplement working capital or repay bank loans with over raised funds.
(VI) use of over raised funds for projects under construction and new projects (including acquisition of assets, etc.)
In 2021, the company did not use the over raised funds for projects under construction and new projects.
(VII) utilization of raised funds
In 2021, the company did not use the surplus funds of raised funds investment projects for other raised funds investment projects or non raised funds investment projects.
(VIII) other information about the use of raised funds
In 2021, the company did not have any other use of raised funds that need to be explained.
4、 Change the use of funds for investment projects with raised funds
In 2021, the company did not change the investment projects of raised funds.
5、 Problems in the use and disclosure of raised funds
The company has timely, truly, accurately and completely disclosed the information related to the use of raised funds; The used raised funds are invested in the promised raised funds
