Huaying Securities Co., Ltd
About Shenzhen Salubris Pharmaceuticals Co.Ltd(002294)
Verification opinions on the deposit and use of raised funds in 2021
According to the measures for the administration of securities issuance and listing recommendation business, 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 Shenzhen Stock Exchange No. 1 - standardized operation of listed companies on the main board issued by Shenzhen Stock Exchange According to the relevant provisions of the guidelines for self discipline supervision of listed companies of Shenzhen Stock Exchange No. 13 - recommendation business, Huaying Securities Co., Ltd. (hereinafter referred to as "Huaying securities") as the continuous supervision organization of Shenzhen Salubris Pharmaceuticals Co.Ltd(002294) (hereinafter referred to as " Shenzhen Salubris Pharmaceuticals Co.Ltd(002294) " or "the company"), has verified the deposit and use of the raised funds in Shenzhen Salubris Pharmaceuticals Co.Ltd(002294) 2021. The specific conditions are as follows: 1
Huaying securities reviewed the special report of the board of directors on the annual deposit and use of raised funds and the assurance report on the deposit and use of raised funds issued by Daxin Certified Public Accountants (special general partnership); View the fund use Sub Ledger of the raising account; Obtain the bank statement of the special account for raised funds from the bank where the special account for raised funds is located; And communicated with the company's chief financial officer, the Secretary of the board of directors and other personnel to verify the use of raised funds and the progress of the project. 2、 Basic information of raised funds
(I) actual amount of funds raised and time of funds in place
With the approval of the reply on the approval of Shenzhen Salubris Pharmaceuticals Co.Ltd(002294) non-public Development Bank shares (zjxk [2021] No. 663 document of the China Securities Regulatory Commission), the company issued Ningbo Ronbay New Energy Technology Co.Ltd(688005) 35 RMB ordinary shares to specific investors, with a par value of 1 yuan per share and an issue price of 28.37 yuan per share. The total amount of funds raised was 1951871200 yuan, after deducting the issuance expenses excluding tax of 19805500 yuan, the net amount of funds actually raised was 1932065700 yuan. All the raised funds were in place on May 24, 2021, and verified and confirmed by Daxin Certified Public Accountants (special general partnership) daxinyz (2021) No. 510001 capital verification report.
(II) use amount and year-end balance of annual raised funds in 2021
As of December 31, 2021, the company has invested 527494500 yuan of raised funds, including this year
The amount invested in the project with raised funds is 527494500 yuan.
As of December 31, 2021, the balance of the company's fund-raising account is 1420818800 yuan, which is the largest in this year
The accumulated interest income of Du's raised capital account was 167335 million yuan and the handling fee was 17 thousand yuan. 3、 Deposit and management of raised funds
(I) management of raised funds
In order to strengthen and standardize the management of raised funds, improve the use efficiency of funds and safeguard the legitimate interests of all shareholders, the company has, 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 Shenzhen Stock Exchange, the guidelines for self discipline supervision of listed companies of Shenzhen Stock Exchange No. 1 - standardized operation of listed companies on the main board and other laws The measures for the administration of Shenzhen Salubris Pharmaceuticals Co.Ltd(002294) raised funds (hereinafter referred to as the "measures") has been formulated in combination with the actual situation of the company
And adopted at the 16th meeting of the 5th board of directors on June 30, 2021
Amendment to the measures.
According to the management measures, the company has implemented a special account for the raised funds, and signed the tripartite supervision agreement on the raised funds with China Merchants Bank Co.Ltd(600036) Shenzhen chegongmiao sub branch, China China Minsheng Banking Corp.Ltd(600016) Nanchang branch and Shenzhen Xiangmihu sub branch of Guangdong Development Bank with the company's sponsor Huaying Securities Co., Ltd, The company and its subsidiary Shenzhen Salubris Pharmaceuticals Co.Ltd(002294) (Chengdu) Biotechnology Co., Ltd. and the company's sponsor Huaying Securities Co., Ltd. signed the four party supervision agreement on raised funds with China Minsheng Banking Corp.Ltd(600016) Shenzhen Branch of China, clarifying the rights and obligations of all parties. There is no significant difference between the above raised funds supervision agreement and the model tripartite supervision agreement of Shenzhen Stock Exchange. At present, these agreements are in good performance.
(II) storage of raised funds in special account
As of December 31, 2021, the detailed balance of deposits in the special account for raised funds is as follows:
Unit: RMB
Company name raised funds storage bank name account balance remarks
Shenzhen Shenzhen Salubris Pharmaceuticals Co.Ltd(002294) pharmaceutical shares China Merchants Bank Co.Ltd(600036) Co., Ltd. 75590135951040127637620722 current deposit Co., Ltd. Shenzhen chegongmiao sub branch
Shenzhen Shenzhen Salubris Pharmaceuticals Co.Ltd(002294) pharmaceutical shares China China Minsheng Banking Corp.Ltd(600016) shares 63289937350136864975 current deposit Co., Ltd. Nanchang Branch
Shenzhen Shenzhen Salubris Pharmaceuticals Co.Ltd(002294) pharmaceutical shares Guangdong Development Bank Co., Ltd. 9550880260720032637617009186 current deposit Co., Ltd. Shenzhen Xiangmihu sub branch
Shenzhen Shenzhen Salubris Pharmaceuticals Co.Ltd(002294) Pharmaceutical Co., Ltd
China China Minsheng Banking Corp.Ltd(600016) Co., Ltd. has current deposit Shenzhen Salubris Pharmaceuticals Co.Ltd(002294) (Chengdu) health Co., Ltd. Shenzhen Branch 63616899726690389418
Wuwu Technology Co., Ltd
Total 142081884301
Note: 48407803 yuan of the balance of 142081884301 yuan in the raised funds account was not paid when the raised funds were received
The issuance fee paid.
4、 Actual use of raised funds this year
(I) use of funds for investment projects with raised funds
1. As of December 31, 2021, the company has invested 527494500 yuan of raised funds, of which 527494500 yuan has been invested in projects invested with raised funds this year. See attached table 1 for the investment and benefits of each project.
2. On June 30, 2021, the 16th meeting of the 5th board of directors of the company deliberated and approved the proposal on using the raised funds to increase the capital of Chengdu subsidiary and implement the raised investment projects, and agreed that the company would increase the capital of Shenzhen Salubris Pharmaceuticals Co.Ltd(002294) (Chengdu) Biotechnology Co., Ltd., a wholly-owned subsidiary, with a non-public offering of shares of 263.8 million yuan, It is used to implement the construction of "R & D project of innovative drugs in cardiovascular, cerebrovascular and related fields - sal007 recombinant human neuromodulatory protein 1-anti HER3 antibody fusion protein injection phase I / II / III clinical research and listing registration project in China". By the end of the reporting period, the capital increase has been completed.
(II) changes in the place and mode of implementation of the project invested with raised funds
As of December 31, 2021, the company has not changed the implementation location and implementation mode of the projects invested with raised funds.
(III) advance investment and replacement of investment projects with raised funds
At the 16th meeting of the 5th board of directors on June 30, 2021, the company deliberated and approved the proposal on using raised funds to replace self raised funds invested in advance, and agreed to use the funds raised by non-public offering to replace the self raised funds invested in self raised projects by 1297064 million yuan. By the end of the reporting period, the replacement has been completed. The details are as follows:
Unit: 10000 yuan
No. self raised funds invested amount of raised funds investment project replacement amount of raised funds
Sal0951 ennasta
111508531150853 China Phase I / III clinical research and listing registration project
S086 salkubatra alisartan calcium
2 111175111175 China Phase II / III clinical research and listing registration project
Sal0107 alisartan axetil amlodipine compound preparation
3 307.96 307.96 China Phase I / III clinical research and listing registration project
Sal0108 alisartan axetil indapamide compound preparation
China clinical research phase i.42/40
Total 1297064
At the same time, the company has paid 1.9708 million yuan of issuance expenses (excluding tax) for the replacement with the raised funds, and the replacement has been completed by the end of the reporting period. Details are as follows:
Unit: 10000 yuan
No. category self raised fund invested fund raised fund replacement amount
forehead
1 recommendation service 113.21 113.21
2 lawyer services 67.63 67.63
3. Audit and capital verification 3.68 3.68
4 issuing legal opinions 8.98 8.98
5 material fabrication 3.58 3.58
Total 197.08 197.08
(IV) temporary replenishment of working capital with idle raised funds
As of December 31, 2021, the company has not temporarily supplemented working capital with idle raised funds.
(V) cash management with idle raised funds
On June 30, 2021, the 16th meeting of the 5th board of directors of the company deliberated and approved the proposal on cash management of using some idle raised funds, and agreed that the company and its wholly-owned subsidiaries (companies affiliated to raised funds investment projects) use idle raised funds of no more than RMB 800 million for cash management. The above amount can be used by the company and its wholly-owned subsidiaries (companies affiliated to raised funds investment projects) on a rolling basis, And authorize the operation and management to be responsible for the specific implementation of relevant matters, and the authorization period is valid within one year from the date of deliberation and approval of this board of directors. As of the end of the reporting period, the matter had not been implemented.
(VI) use of surplus raised funds
On December 31, 2021, the company did not use the surplus funds of the raised funds investment projects for other raised funds investment projects or non raised funds investment projects.
(VII) use of over raised funds
The company has no over raised funds in this non-public offering.
(VIII) purpose and destination of unused raised funds
As of December 31, 2021, the unused raised funds and interest are stored in a special account and used according to the investment plan of the raised funds.
(IX) other information about the use of raised funds
None.
4、 Change the use of funds for investment projects with raised funds
As of December 31, 2021, the company has no deposits
