Shenzhen Salubris Pharmaceuticals Co.Ltd(002294) review report on deposit and actual use of raised funds
Daxin zhuanshen Zi [2022] No. 500046
Daxin certified public accountants LLP
Wuyige certified public accountants LLP telephone: + 86 (10) 8233055822 / F, Xueyuan International Tower, No. 1 Zhichun Road, Haidian District, Beijing Fax: + 86 (10) 82327668 No. 1 Zhichun Road, Haidian dist, 22nd floor, College International Building com. cn. Postal Code: Beijing, China 100083
Audit report on the deposit and actual use of raised funds
Daxin zhuanshen Zi [2022] No. 500046 Shenzhen Salubris Pharmaceuticals Co.Ltd(002294) all shareholders:
We have been entrusted to review the attached special report on the deposit and actual use of raised funds in 2021 (hereinafter referred to as the “special report on the deposit and actual use of raised funds”) of Shenzhen Salubris Pharmaceuticals Co.Ltd(002294) (hereinafter referred to as “your company”).
1、 Responsibilities of the board of directors
It is the responsibility of the board of directors of your company to prepare a special 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 and other documents issued by the China Securities Regulatory Commission, and ensure that its contents are true, accurate and complete without false records, misleading statements or major omissions.
2、 Responsibilities of Certified Public Accountants
Our responsibility is to give audit opinions on the special report on the deposit and actual use of raised funds prepared by your company on the basis of audit. We have 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 standard requires us to plan and implement the audit work to obtain reasonable assurance that the special report on the deposit and actual use of raised funds prepared by your company is free from material misstatement. In the audit process, we have implemented audit procedures that we consider necessary, including inquiry, inspection of relevant materials and documents, random inspection of accounting records and so on. We believe that our audit work provides a reasonable basis for issuing audit opinions.
3、 Review comments
We believe that the special report on the deposit and actual use of raised funds prepared by your company complies with relevant regulations and fairly reflects the actual deposit and use of raised funds in 2021 in all major aspects.
Wuyige certified public accountants LLP telephone: + 86 (10) 8233055822 / F, Xueyuan International Tower, No. 1 Zhichun Road, Haidian District, Beijing Fax: + 86 (10) 82327668 No. 1 Zhichun Road, Haidian dist, 22nd floor, College International Building com. cn. Postal Code: Beijing, China 100083
4、 Other explanatory matters
This report is only for the disclosure of your company’s annual report and shall not be used for other purposes. We agree to take this report as a necessary document for your company’s annual report, submit it together with other documents and disclose it to the public. The consequences caused by improper use have nothing to do with the certified public accountants and accounting firms performing the audit business.
Daxin Certified Public Accountants (special general partnership) Chinese certified public accountant: Chen Jingpei
Beijing, China Certified Public Accountant: Liu Jiaona
March 25, 2002
Shenzhen Salubris Pharmaceuticals Co.Ltd(002294) special report on the actual storage and use of raised funds
Shenzhen Salubris Pharmaceuticals Co.Ltd(002294)
About 2021
Special report on the actual storage and use of raised funds
1、 Basic information of raised funds
(I) actual amount of funds raised and time of funds in place
Approved by the reply on approving Shenzhen Salubris Pharmaceuticals Co.Ltd(002294) non-public Development Bank shares (zjxk No. 2021 [663]) of China Securities Regulatory Commission, Shenzhen Salubris Pharmaceuticals Co.Ltd(002294) (hereinafter referred to as “the company” or “the company”) issued Ningbo Ronbay New Energy Technology Co.Ltd(688005) 35 RMB ordinary shares (A shares) by raising funds from specific investors at an issue price of 28.37 yuan per share. As of May 24, 2021, the company has actually issued Ningbo Ronbay New Energy Technology Co.Ltd(688005) 35 RMB ordinary shares (A shares) to specific investors in a non-public manner, and the total amount of funds raised is 195187117795 yuan. After deducting 1980547402 yuan of underwriting fees, recommendation fees, audit fees, lawyer fees, fees for issuing legal opinions, material production fees and other issuance expenses excluding tax, the net amount of funds actually raised is 193206570393 yuan. The availability of the above funds has been verified by Daxin certified public accountants, and a capital verification report of Daxin Yan Zi [2021] No. 510001 has been issued.
(II) use amount and year-end balance of annual raised funds in 2021
As of December 31, 2021, the company has used a total of 527494500 yuan of raised funds in this year, of which 527494500 yuan has been invested in the investment of raised funds in this year.
As of December 31, 2021, the balance of the company’s fund-raising account was 1420818800 yuan. In this year, the interest income of the fund-raising account was 16733500 yuan and the handling fee was 1700 yuan.
2、 Deposit and management of raised funds
(I) management of raised funds
In order to strengthen and standardize the management of the raised funds, improve the use efficiency of the funds and safeguard the legitimate interests of all shareholders, the company, 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 self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 1 – standardized operation of listed companies on the main board and other laws The management measures for Shenzhen Salubris Pharmaceuticals Co.Ltd(002294) raised funds (hereinafter referred to as the management measures) was formulated in combination with the actual situation of the company, and the amendment proposal to the management measures was deliberated and adopted at the 16th meeting of the Fifth Board of directors on June 30, 2021.
In accordance with the administrative measures, the company implements a special account for the raised funds, and cooperates with the company’s sponsor Huaying Securities Co., Ltd. and China Merchants Bank Co.Ltd(600036) Shenzhen chegongmiao sub branch, China China Minsheng Banking Corp.Ltd(600016) Nanchang branch and Guangdong Development Bank Shenzhen branch respectively
Shenzhen Salubris Pharmaceuticals Co.Ltd(002294) special report on the actual storage and use of raised funds
Shenzhen Xiangmihu sub branch signed the tripartite supervision agreement on raised funds, and the company, its subsidiary Shenzhen Salubris Pharmaceuticals Co.Ltd(002294) (Chengdu) Biotechnology Co., Ltd., the company’s sponsor Huaying Securities Co., Ltd. and China China Minsheng Banking Corp.Ltd(600016) Shenzhen Branch signed the quadripartite supervision agreement on raised funds, 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 Salubris Pharmaceuticals Co.Ltd(002294) China Merchants Bank Co.Ltd(600036) 75590135951040127637620722 current deposit
Shenzhen chegongmiao sub branch
Shenzhen Salubris Pharmaceuticals Co.Ltd(002294) China China Minsheng Banking Corp.Ltd(600016) Co., Ltd. 632899373 current deposit
Company Nanchang Branch 50136864975
Shenzhen Salubris Pharmaceuticals Co.Ltd(002294) Guangdong Development Bank Co., Ltd. 95508802607200326 current deposit
Shenzhen Xiangmihu sub branch 37617009186
Shenzhen Salubris Pharmaceuticals Co.Ltd(002294) China China Minsheng Banking Corp.Ltd(600016) Co., Ltd. 63616899726690389418 current deposit
Shenzhen Salubris Pharmaceuticals Co.Ltd(002294) (Chengdu) Biotechnology Co., Ltd. Shenzhen Branch
Total, 1420818083
Note: among the 142081884301 yuan of the balance of the raised funds account, 48407803 yuan is the unpaid issuance fee at the time of receiving the raised funds.
3、 Actual use of raised funds this year
（1） Use of funds raised for investment projects
1. As of December 31, 2021, the company has used 527494500 yuan of raised funds in this year, including
The investment amount of the raised funds is 527494500 yuan. See attached table 1 for the investment and benefits of each project.
2. The 16th meeting of the 5th board of directors of the company on June 30, 2021 deliberated and adopted the “on the use of raised funds to
The proposal of Chengdu subsidiary to increase capital and implement projects invested by raising funds agreed that the company would increase capital to its wholly-owned subsidiary Shenzhen Salubris Pharmaceuticals Co.Ltd(002294) (Chengdu) Biotechnology Co., Ltd. with a non-public offering of shares of RMB 263.8 million for the implementation of “innovation in cardiovascular, cerebrovascular and related fields”
New drug R & D project — sal007 recombinant human neuromodulatory protein 1-anti HER3 antibody fusion protein injection China I / II / III
Construction of “phase I clinical research and listing registration project”. 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
Shenzhen Salubris Pharmaceuticals Co.Ltd(002294) special report on the actual storage and use of 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:
No. self raised capital invested amount of raised capital investment project raised capital replacement amount (10000 yuan) (10000 yuan)
1 sal0951 ennasta 11508531150853
China Phase I / III clinical research and marketing note
