Guosen Securities Co.Ltd(002736)
About Zhejiang Shouxiangu Pharmaceutical Co.Ltd(603896)
Special verification opinions on the deposit and use of raised funds in 2021
Guosen Securities Co.Ltd(002736) (hereinafter referred to as ” Guosen Securities Co.Ltd(002736) ” or “sponsor”) as a sponsor of Zhejiang Shouxiangu Pharmaceutical Co.Ltd(603896) (hereinafter referred to as ” Zhejiang Shouxiangu Pharmaceutical Co.Ltd(603896) ” or “company”) publicly issuing convertible corporate bonds, according to the regulatory guidelines for listed companies No. 2 – regulatory requirements for the management and use of raised funds by listed companies (revised in 2022) of China Securities Regulatory Commission The Listing Rules of Shanghai Stock Exchange (revised in 2022) and the self regulatory guidelines for listed companies of Shanghai Stock Exchange No. 1 – standardized operation and other relevant provisions have carefully and prudently verified the deposit and use of the company’s raised funds in 2021. The specific verification is described as follows:
1、 Verification by the sponsor
Guosen Securities Co.Ltd(002736) the sponsor representative inquired the special account for raised funds, obtained the monthly statement of the special account for raised funds, consulted the special report on the annual storage and use of raised funds, the assurance report on the annual storage and use of raised funds issued by the audit institution and various business management rules and regulations, from the management of raised funds The integrity, rationality and effectiveness of the fund-raising system were verified in terms of the purpose of the raised funds and the information disclosure of the raised funds.
2、 Basic information of raised funds
(I) funds raised from initial public offering
Approved by the reply on approving Zhejiang Shouxiangu Pharmaceutical Co.Ltd(603896) initial public offering of shares (zjxk [2017] No. 520) of China Securities Regulatory Commission, the company issued 34950000 ordinary shares in RMB for the initial public offering, and the total amount of funds raised was 40332300000 yuan. After deducting the new share issuance expenses paid by the company for this stock issuance, the total amount of funds raised was 451 Shanghai Pudong Development Bank Co.Ltd(600000) 0 yuan, and the net amount of funds raised was 35816300000 yuan. All the above-mentioned raised funds were in place on May 4, 2017 and deposited in the special account for raised funds. Lixin Certified Public Accountants (special general partnership) verified the availability of funds for the company’s initial public offering and issued the capital verification report (xksbz [2017] No. zf10516).
In 2021, the company actually used 6173842687 yuan of the funds raised from the initial public offering of shares, and the accumulated net amount of interest received from bank deposits after deducting handling fees was 198315332 yuan. In this year, the company did not use idle raised funds to purchase financial products. As of December 31, 2021, the balance of raised funds is 0.00 yuan, of which the balance of cash management with temporarily idle raised funds is 0.00 yuan.
(II) funds raised by public issuance of convertible corporate bonds
With the approval of the reply on approving Zhejiang Shouxiangu Pharmaceutical Co.Ltd(603896) public issuance of convertible corporate bonds (zjxk [2020] No. 658) issued by the CSRC, the total amount of convertible corporate bonds issued by the company is RMB 360 million, with a face value of RMB 100 each, a total of 3 Shanghai Pudong Development Bank Co.Ltd(600000) , and a term of 6 years. After deducting the issuance expenses paid by the company for the convertible corporate bonds, the net amount of funds actually raised was 34915566038 yuan.
All the above-mentioned raised funds have been put in place on June 15, 2020 and deposited in the special account for raised funds for management. Lixin Certified Public Accountants (special general partnership) has verified the receipt of raised funds and issued the capital verification report on the paid in subscription funds (xksbz [2020] No. zf10574). The company adopts a special account storage system for the raised funds and has established relevant special accounts for the raised funds. After the raised funds are received, they have been deposited in the special account for the raised funds, and a supervision agreement has been signed with the sponsor and the bank storing the raised funds. In 2021, the company actually used 7137046807 yuan of funds raised by public issuance of convertible corporate bonds, and the net amount of accumulated bank deposit interest deducting handling charges was 1397049988 yuan. The company used temporarily idle raised funds for cash management to obtain 104814110 yuan of financial management income. As of December 31, 2021, the balance of raised funds was 29295717243 yuan, including 26400000000 yuan for cash management with temporarily idle raised funds and 2895717243 yuan in the special account for raised funds.
3、 Management of raised funds
According to the company law of the people’s Republic of China, the securities law of the people’s Republic of China, the Listing Rules of Shanghai Stock Exchange, the guidelines for the supervision of listed companies No. 2 – regulatory requirements for the management and use of raised funds of listed companies (revised in 2022), the guidelines for the self-discipline supervision of listed companies of Shanghai Stock Exchange No. 1 – standardized operation and other relevant provisions. The company stores and uses the raised funds in strict accordance with the raised funds management system, and there is no violation of the raised funds management.
(I) funds raised from initial public offering
1. On April 19, 2017, the company signed the tripartite supervision agreement on the storage of special account for raised funds with Bank Of China Limited(601988) Wuyi County sub branch, China Citic Bank Corporation Limited(601998) Hangzhou branch, Industrial And Commercial Bank Of China Limited(601398) Wuyi sub branch, China Merchants Bank Co.Ltd(600036) Jinhua Branch and the sponsor Guosen Securities Co.Ltd(002736) respectively.
2. On May 17, 2017, the funds of the special account for raised funds opened by the company in China Merchants Bank Co.Ltd(600036) Jinhua branch with account number 579900719110902 have been fully disbursed and cancelled on May 18, 2017. The tripartite supervision agreement on the storage of special account for raised funds signed by the company with China Merchants Bank Co.Ltd(600036) Jinhua sub branch and Guosen Securities Co.Ltd(002736) Jinhua sub branch has been terminated accordingly.
3. On May 24, 2017, the company, Wuyi Zhejiang Shouxiangu Pharmaceutical Co.Ltd(603896) traditional Chinese medicine decoction pieces Co., Ltd. China Citic Bank Corporation Limited(601998) Hangzhou branch and the sponsor Guosen Securities Co.Ltd(002736) signed the four party supervision agreement on the storage of special account for raised funds.
4. On December 4, 2019, the funds of the special account for raised funds opened by the company in Bank Of China Limited(601988) Wuyi County sub branch with account number 357172714656 have been fully disbursed and cancelled on December 4, 2019. The tripartite supervision agreement on deposit and storage of special account for raised funds signed by the company with Bank Of China Limited(601988) Wuyi County sub branch and Guosen Securities Co.Ltd(002736) Wuyi County sub branch has been terminated accordingly;
5. On December 6, 2019, the funds of the special account for raised funds opened by the company in China Citic Bank Corporation Limited(601998) Hangzhou branch with account No. 8110801014001106117 have been fully disbursed and cancelled on December 6, 2019. The tripartite supervision agreement on deposit and storage of special account for raised funds signed by the company with China Citic Bank Corporation Limited(601998) Hangzhou branch and Guosen Securities Co.Ltd(002736) Hangzhou branch has been terminated accordingly.
6. On June 22, 2020, the funds of the special account for raised funds opened by the company in Industrial And Commercial Bank Of China Limited(601398) Wuyi sub branch with account number 120806 Harbin Medisan Pharmaceutical Co.Ltd(002900) 0458732 have been fully disbursed and cancelled. The tripartite supervision agreement on the storage of special account for raised funds signed by the company, Industrial And Commercial Bank Of China Limited(601398) Wuyi sub branch and the sponsor Guosen Securities Co.Ltd(002736) has been terminated accordingly.
7. On December 31, 2021, the funds of the special account for raised funds opened by the company in China Citic Bank Corporation Limited(601998) Hangzhou branch with account No. 8110801013101141208 have been fully spent and cancelled on December 31, 2021. The tripartite supervision agreement on the storage of special account for raised funds signed by the company with China Citic Bank Corporation Limited(601998) Hangzhou branch and Guosen Securities Co.Ltd(002736) Hangzhou branch has been terminated accordingly.
The above regulatory agreement defines the rights and obligations of all parties. There is no significant difference between the main terms of the agreement and the tripartite regulatory agreement (model) on special account storage of raised funds of Shanghai Stock Exchange. The company has strictly performed the above regulatory agreement. As of December 31, 2021, the special accounts for the funds raised by the initial public offering of shares have been cancelled.
(II) funds raised by public issuance of convertible corporate bonds
On June 16, 2020, the company, the China Construction Bank Corporation(601939) Wuyi sub branch where the raised funds are deposited and Guosen Securities Co.Ltd(002736) jointly signed the tripartite supervision agreement on raised funds; On June 16, 2020, the company, Wuyi Zhejiang Shouxiangu Pharmaceutical Co.Ltd(603896) traditional Chinese medicine decoction pieces Co., Ltd. Industrial And Commercial Bank Of China Limited(601398) Wuyi sub branch and Guosen Securities Co.Ltd(002736) jointly signed the four party supervision agreement on raised funds; On June 16, 2020, the company, Jinhua Zhejiang Shouxiangu Pharmaceutical Co.Ltd(603896) Pharmaceutical Co., Ltd., a wholly-owned subsidiary of the company, Bank Of China Limited(601988) Wuyi sub branch and Guosen Securities Co.Ltd(002736) jointly signed the four party supervision agreement on raised funds.
The above regulatory agreement defines the rights and obligations of all parties. There is no significant difference between the main terms of the agreement and the tripartite regulatory agreement (model) on special account storage of raised funds of Shanghai Stock Exchange. The company has strictly performed the above regulatory agreement. As of December 31, 2021, the specific deposit of the company’s special account for raised funds is as follows:
Bank account balance of deposit bank (yuan)
China Construction Bank Corporation(601939) Wuyi sub branch 330501677327 Shenzhen China Bicycle Company (Holdings) Limited(000017) 455184.62
Industrial And Commercial Bank Of China Limited(601398) Wuyi sub branch 120806 Harbin Medisan Pharmaceutical Co.Ltd(002900) 051511719 Jiangmen Kanhoo Industry Co.Ltd(300340) 04
Bank Of China Limited(601988) Wuyi sub branch 388378066721965164777
Total / 2895717243
4、 Actual use of raised funds this year
(I) use of funds for projects invested with raised funds (hereinafter referred to as “projects invested with raised funds”)
During the reporting period, the actual use of the funds raised and invested by the company is detailed in Annex 1 comparison table of the use of funds raised by initial public offering of shares in Zhejiang Shouxiangu Pharmaceutical Co.Ltd(603896) 2021 and Annex 2 comparison table of the use of funds raised by public offering of convertible corporate bonds in Zhejiang Shouxiangu Pharmaceutical Co.Ltd(603896) 2021.
1. Initial investment and replacement of IPO raised investment projects
Before the raised funds are in place, the company has invested the raised funds in advance with the self raised funds. According to the special assurance report (xksbz [2017] No. zf10551) issued by Lixin Certified Public Accountants (special general partnership) on the actual use of self raised funds in the company’s raised funds investment projects, as of May 3, 2017, the company had invested a total of 749152 million yuan in the raised funds investment projects with self raised funds in advance. On May 20, 2017, the company held the sixth meeting of the second board of directors and the fifth meeting of the second board of supervisors, deliberated and approved the proposal on using the raised funds to replace the projects invested in the raised funds in advance, and agreed to use the raised funds of RMB 749152 million to replace the self raised funds invested in the projects invested in the raised funds in advance.
2. Advance investment and replacement of raised investment projects of public issuance of convertible corporate bonds
During the reporting period, the company did not use the raised funds to replace the self raised funds invested in the raised investment projects in advance. (III) temporary replenishment of working capital with idle raised funds
During the reporting period, the company did not use idle raised funds to temporarily supplement working capital.
(IV) cash management with temporarily idle raised funds
On April 27, 2021, the 23rd Meeting of the third board of directors and the 18th meeting of the third board of supervisors respectively deliberated and approved the proposal on using some temporarily idle raised funds and self owned funds for cash management, and agreed that the company would use no more than 400 million yuan of temporarily idle raised funds and no more than 500 million yuan of temporarily idle self owned funds to buy financial products with high safety, good liquidity and low risk, The service life shall not exceed 12 months, and the resolution shall be valid within 12 months from the date of deliberation and adoption. Within the validity period of the above quota and resolution, it can be recycled and used.
1. Cash management of funds raised from initial public offering
As of December 31, 2021, the company has used the temporarily idle raised funds for cash management, and the balance is 0 million yuan.
In 2021, the company did not use idle raised funds to purchase financial products in this year.
In 2021, the company used the raised funds to purchase time deposits as follows:
Unit: Yuan
Expected annual collection and redemption date: the date when the subscription amount of the product type of the issuer obtains the income and payment
