Anxin Securities Co., Ltd
About Star Lake Bioscience Co.Inc.Zhaoqing Guangdong(600866)
Special verification report on the deposit and use of raised funds in 2021
Anxin Securities Co., Ltd. (hereinafter referred to as “the independent financial consultant”) acts as the independent financial consultant of Star Lake Bioscience Co.Inc.Zhaoqing Guangdong(600866) (hereinafter referred to as ” Star Lake Bioscience Co.Inc.Zhaoqing Guangdong(600866) “, “listed company” or “company”) to issue shares and pay cash to purchase 100% equity of Sichuan Jiuling pharmaceutical Technology Co., Ltd. and raise supporting funds (hereinafter referred to as “the reorganization”) (the funds raised in this special verification report refer to only the supporting funds raised this time) , in accordance with the requirements of relevant laws, regulations and normative documents such as the measures for the administration of major asset restructuring of listed companies, the guidelines for the supervision of listed companies No. 2 – regulatory requirements for the management and use of funds raised by listed companies, and the measures for the administration of funds raised by listed companies on Shanghai Stock Exchange, the deposit and use of funds raised by Star Lake Bioscience Co.Inc.Zhaoqing Guangdong(600866) this restructuring in 2021 were verified, and the following verification opinions were issued: 1 Basic information of raised funds
(I) availability of raised funds
Approved by the reply on approving Star Lake Bioscience Co.Inc.Zhaoqing Guangdong(600866) to issue shares to purchase assets and raise matching funds from Zhang Guoliang and others (zjxk [2019] No. 98) of China Securities Regulatory Commission, the company non publicly develops 38072562 ordinary shares (A shares) of RMB to specific investors who meet the relevant requirements of China Securities Regulatory Commission, with a par value of RMB 1.00 per share and an issue subscription price of RMB 4.41 per share, The total amount of raised funds is 16789999842 yuan. After deducting the issuance expenses (excluding the taxes related to the issuance expenses), the actual net amount of raised funds is 15821549604 yuan.
As of April 18, 2019, all the funds raised by the above issuance of the company have been in place and verified and confirmed by Dahua certified public accountants in the capital verification report “Dahua Yan Zi [2019] No. 000135”.
(II) use of raised funds
As of June 30, 2021, the surplus raised funds of all investment projects of the company’s funds raised this time were RMB 5141800 (including the net amount of bank deposit interest received minus bank handling charges), accounting for 3.25% of the net amount of RMB 158215500 raised funds. The savings of raised funds are mainly due to the difference between the actual intermediary expenses and the expected intermediary expenses, as well as the interest income of the special account for raised funds. According to the measures for the administration of funds raised by listed companies of Shanghai Stock Exchange and other relevant provisions, if the surplus raised funds (including interest income) are less than 5 million or less than 5% of the net raised funds after the completion of all raised investment projects, they can be exempted from the review procedures, and their use shall be disclosed in the latest periodic report.
On September 10, 2021, the company transferred the balance funds (including interest income) of each special account of raised funds totaling RMB 515903506 to the company’s own fund account for permanent replenishment of working capital, and completed the cancellation procedures of the special account, and the company terminated the tripartite supervision agreement on raised funds and the quadripartite supervision agreement on the storage of special account of raised funds signed with the independent financial consultant and the deposit banks of all parties.
As of December 31, 2021, all the investment projects of the raised funds have been closed, and the company has invested 16318070114 yuan in the investment projects of the raised funds, including 1022749996 yuan for intermediary issuance, 13790000000 yuan for equity consideration, and 1505320118 yuan for the construction project of Chongqing R & D center. 2、 Management and deposit of raised funds
(I) management of raised funds
In order to standardize the management and use of raised funds and protect the rights and interests of investors, the company has formulated the Star Lake Bioscience Co.Inc.Zhaoqing Guangdong(600866) raised funds management system 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 law on the management of raised funds of listed companies of Shanghai Stock Exchange and other laws and regulations, and in combination with the actual situation of the company Regulations on alteration, management and supervision have been made, and special account management has been implemented for the raised funds.
According to the requirements of Star Lake Bioscience Co.Inc.Zhaoqing Guangdong(600866) raised funds management system and in combination with the company’s business needs, the company has opened special accounts for raised funds in China Construction Bank Corporation(601939) Zhaoqing branch, Bank Of China Limited(601988) Zhaoqing branch and Wenjiang Branch of Yibin commercial bank. The company, together with the independent financial consultant Anxin Securities Co., Ltd., signed the tripartite supervision agreement on raised funds with China Construction Bank Corporation(601939) Zhaoqing branch and Bank Of China Limited(601988) Zhaoqing branch respectively in April 2019. The amount withdrawn by the company from the deposit account of raised funds within one or 12 months reaches 50 million yuan and 20% of the net amount of the total raised funds after deducting the issuance expenses, The company shall inform the independent financial adviser in time and provide the list of expenses in the special account for raising funds; The company, together with the independent financial consultant Anxin Securities Co., Ltd., signed the four party supervision agreement on the storage of special account for raised funds with Wenjiang Branch of Yibin commercial bank and its subsidiary Sichuan Jiuling Pharmaceutical Technology Co., Ltd. in December 2019. If Sichuan Jiuling Pharmaceutical Technology Co., Ltd. withdraws more than 10 million yuan from the deposit account for raised funds once or within 12 months, The independent financial adviser shall be notified by fax in time, and the expenditure list of the special account shall be provided at the same time. The above regulatory agreement defines the rights and obligations of all parties, which is not significantly different from the relevant model regulatory agreement of Shanghai Stock Exchange. The company has strictly complied with and performed when using the raised funds.
As of December 31, 2021, the investment projects of the company’s raised funds have been closed. The company has closed the special account of the raised funds, and transferred the balance funds (including interest income) to the company’s own fund account for permanent replenishment of working capital.
(II) storage of raised funds in special account
As of December 31, 2021, the company has completed the cancellation of relevant special accounts for raised funds.
3、 Use of raised funds in 2021
Use of raised funds
Prepared by: Star Lake Bioscience Co.Inc.Zhaoqing Guangdong(600866)
Unit: RMB 10000
The total amount of raised funds is 1679000, and the total amount of raised funds invested in this year is 876.14
Total amount of raised funds with changed purposes-
The raised funds with changed purposes have been invested in the total raised funds of 1631807
Proportion of total amount-
Has changed whether the cumulative items of the current year up to the end of the period can reach the current year, After the adjustment of the raised funds, the cumulative investment amount as of the end of the period and the actual performance of the committed investment amount as of the end of the period are the total amount of the committed investment project including part of the committed investment, the amount of the committed investment, the amount of the committed investment, the progress of the committed investment amount (%) the total amount of the available current budget whether there is any change (1) amount (2) Difference (3) = (4) = (2) / (1) significant change in daily benefits of status (2) – (1) periodization
Payment for M & A in Sichuan
Jiuling pharmaceutical technology no 137900013790001379000 – 1379000 100.00 February 2019 discomfort no
Shares of the limited company are used on the 1st day of the month
Right consideration
Payment is not suitable for this transaction
Relevant intermediary fee no 150 Yihua Healthcare Co.Ltd(000150) Yihua Healthcare Co.Ltd(000150) 000 – 102275 477.25 100.00 not applicable no
use
Chongqing R & D center no 150 Yihua Healthcare Co.Ltd(000150) Yihua Healthcare Co.Ltd(000150) 000 876.14150532 -5.32 100. Zoje Resources Investment Co.Ltd(002021) 6 discomfort no
Monthly use of construction project
Total – 167900016790001679000 876.141631807 471.93 ——
The reason for not reaching the planned progress is not applicable
The description of major changes in the feasibility of the project is not applicable
The advance investment and replacement of the investment projects with raised funds are not applicable
The temporary replenishment of working capital with idle raised funds is not applicable
Cash management is conducted for idle raised funds, and the investment of related products is not applicable
During the reporting period of permanent replenishment of working capital or repayment of bank loans with raised funds, the company will permanently replenish working capital with the surplus raised funds of 515903506 yuan.
The amount of the balance of raised funds and the reasons for its formation are different between the actual intermediary expenses and the expected intermediary expenses.
Other uses of raised funds are not applicable
4、 Change the use of funds for investment projects with raised funds
The company does not change the raised investment project or transfer or replace the raised investment project. 5、 Problems in the use and disclosure of raised funds
The information about the use of raised funds disclosed by the company is timely, true, accurate and complete, and there are no violations in the use and management of raised funds. 6、 Assurance opinions of Accountants on the special report on the annual storage and use of raised funds
ShineWing Certified Public Accountants (special general partnership) verified the special report on the deposit and use of raised funds in 2021 prepared by Star Lake Bioscience Co.Inc.Zhaoqing Guangdong(600866) and issued the assurance report on the annual deposit and use of raised funds (xyzh / 2022gzaa10030). According to the assurance report, the special report on the deposit and use of raised funds in 2021 prepared by Star Lake Bioscience Co.Inc.Zhaoqing Guangdong(600866) has been prepared in accordance with the relevant provisions of Shanghai Stock Exchange, which truthfully reflects the actual deposit and use of raised funds in Star Lake Bioscience Co.Inc.Zhaoqing Guangdong(600866) 2021 in all major aspects. 7、 Concluding opinions issued by the independent financial consultant on the deposit and use of the company’s annual raised funds
After verification, Anxin Securities believes that: Star Lake Bioscience Co.Inc.Zhaoqing Guangdong(600866) the deposit and use of raised funds in 2021 comply with the relevant laws and regulations of China Securities Regulatory Commission and Shanghai Stock Exchange on the deposit and use of raised funds, and there is no violation of relevant laws and regulations.
