China Merchants Securities Co.Ltd(600999)
About Sirio Pharma Co.Ltd(300791)
Special verification opinions on the deposit and use of raised funds in 2021
China Merchants Securities Co.Ltd(600999) (hereinafter referred to as ” China Merchants Securities Co.Ltd(600999) ” or “sponsor”) as a sponsor of Sirio Pharma Co.Ltd(300791) (hereinafter referred to as ” Sirio Pharma Co.Ltd(300791) ” or “company”) issuing convertible corporate bonds to unspecified objects, checked the deposit and use of raised funds in 2021 in accordance with the requirements of relevant laws, regulations and normative documents such as the measures for the administration of securities issuance and listing sponsor business. The details are as follows:
1、 Basic information of raised funds
With the approval of the reply on Approving the registration of Sirio Pharma Co.Ltd(300791) issuing convertible corporate bonds to unspecified objects (zjxk [2021] No. 927) issued by China Securities Regulatory Commission (hereinafter referred to as “CSRC”), the company issued 10248929 convertible corporate bonds to unspecified objects, with a face value of 100 yuan each and a total raised capital of 102489200 yuan, After deducting the recommendation fee and underwriting fee of 8.7254 million yuan, the balance of the raised funds of 1016167500 yuan has been transferred to the designated account of the company, including 2.7589 million yuan (excluding tax) of the issuance expenses such as recommendation fee, audit and fee verification fee and lawyer fee, and the net amount of the actually raised funds is 1013408600 yuan. Huaxing Certified Public Accountants (special general partnership) has issued Sirio Pharma Co.Ltd(300791) capital verification report (Huaxing Yan Zi [2021] No. 21 Shenzhen Zhongheng Huafa Co.Ltd(000020) 045) and verified and confirmed the receipt of the above raised funds. The company has stored the raised funds in a special account and signed the tripartite supervision agreement on raised funds with the sponsor and the bank storing the raised funds.
As of December 31, 2021, the use and balance of the funds raised by the company’s public issuance of convertible corporate bonds are as follows:
Unit: RMB
Project amount
Received amount of raised funds (underwriting fee and recommendation fee deducted) 101616749529
Less: attorney fees, audit fees, 275891967 recommendation fees paid in the early stage but not deducted, legal information disclosure and other issuance fees
Net amount of actually raised funds 101340857562
Less: accumulated used raised funds 49011401514
Less: supplementary working capital for account cancellation 298993846
Plus: net amount of interest income of raised funds minus handling charges 147558619
The balance of unused raised funds is 53505970821
2、 Deposit and management of raised funds
In order to regulate the management and use of the raised funds and protect the interests of investors, 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 and the guidelines for self-regulation of companies listed on the Shenzhen Stock Exchange No. 2 – standardized operation of companies listed on the gem issued by the Shenzhen Stock Exchange and the guidelines for self-regulation of companies listed on the gem of the Shenzhen Stock Exchange No. 2 – announcement format The management system of Sirio Pharma Co.Ltd(300791) raised funds has been formulated in accordance with the provisions and requirements of relevant laws and regulations such as Shenzhen Stock Exchange GEM listed companies No. 21 – special report format for the annual storage and use of raised funds of listed companies, and in combination with the actual situation of the company, and a special account has been adopted for the storage of raised funds.
The company opened a special account for raising funds for public issuance of convertible corporate bonds, and signed the tripartite supervision agreement for raising funds with China Minsheng Banking Corp.Ltd(600016) Shantou branch, Bank Of China Limited(601988) Shantou branch and Ma’anshan branch, China Citic Bank Corporation Limited(601998) Shantou branch, Shantou branch of Guangdong Huaxing Bank Co., Ltd. and the sponsor China Merchants Securities Co.Ltd(600999) Shantou branch; Sirio Pharma Co.Ltd(300791) Technology (Anhui) Co., Ltd., the implementation subject of the company’s raised investment project, signed the tripartite supervision agreement on raised funds with Bank Of China Limited(601988) MAANSHAN branch, China Minsheng Banking Corp.Ltd(600016) Shantou branch, China Citic Bank Corporation Limited(601998) Shantou branch and the sponsor China Merchants Securities Co.Ltd(600999) Shantou branch. There is no significant difference between the tripartite supervision agreement and the model tripartite supervision agreement of Shenzhen Stock Exchange, which complies with the guidelines for self discipline supervision of listed companies of Shenzhen Stock Exchange No. 2 – standardized operation of companies listed on GEM and other relevant provisions, and there is no problem in the performance of the tripartite supervision agreement.
As of December 31, 2021, the balance of funds raised from the public issuance of convertible corporate bonds that the company has not used is 53505970821 yuan, and there is no pledge guarantee. The details are as follows:
Order deposit bank account nature Account No. special account raised fund balance No. (yuan)
1 China Citic Bank Corporation Limited(601998) Shantou Branch special user of raised funds 811090101280128935717366706044
2 China Minsheng Banking Corp.Ltd(600016) Shantou special user of raised funds 632869267 – branch business department
3 Bank Of China Limited(601988) Shantou Branch special user of raised funds 726374407038-
4 Guangdong Huaxing Bank Co., Ltd. Shantou fund raising special user 8028801 Yang Guang Co.Ltd(000608) 53 – Branch
5 China Minsheng Banking Corp.Ltd(600016) Shantou special user of raised funds 6329224639223653946 branch
6 Bank Of China Limited(601988) MAANSHAN development and fund raising special user 1887617275052915610831 faqu sub branch
7 China Citic Bank Corporation Limited(601998) Shantou branch fund raising special user 811090101 Shanghai Taisheng Wind Power Equipment Co.Ltd(300129) 2107-
8 Bank Of China Limited(601988) ma’anshan development financial product 24000000000 Development Zone sub branch
Total 53505970821
As of December 31, 2021, the company’s China Minsheng Banking Corp.Ltd(600016) Shantou branch 632869267 account, Bank Of China Limited(601988) Shantou branch 726374407038 account and Guangdong Huaxing Bank Co., Ltd. Shantou branch 8028801 Yang Guang Co.Ltd(000608) 53 account have been closed.
3、 Use of raised funds in 2021
See the attached table comparison table of the use of raised funds for details.
4、 Change the use of funds for investment projects with raised funds
In 2021, the company did not change the raised investment projects or transfer or replace the raised investment projects. 5、 Use and disclosure of raised funds
The company has timely, truly, accurately and completely disclosed the use of raised funds and relevant information, and there are no violations in the use and management of raised funds.
6、 Verification opinions of the recommendation institution
Upon verification, China Merchants Securities Co.Ltd(600999) believes that the deposit and use of the raised funds in Sirio Pharma Co.Ltd(300791) 2021 comply with the requirements of the company law, the securities law, the Shenzhen Stock Exchange GEM Listing Rules and other relevant laws and regulations, and the raised funds are stored in a special account and used specially, without changing the purpose of the raised funds in a disguised manner and damaging the interests of shareholders.
(no text below)
(there is no text on this page, which is the signature and seal page of China Merchants Securities Co.Ltd(600999) special verification opinions on the deposit and use of raised funds in Sirio Pharma Co.Ltd(300791) 2021)
Sponsor representative:
Liu Xingde, Shi Zhihua
China Merchants Securities Co.Ltd(600999) 2022
Attached table: comparison table of use of raised funds
As of December 31, 2021
Unit: RMB 10000
The total amount of raised funds is 10134086, and the total amount of raised funds invested in this year is 4901140
Total amount of raised funds with changed purposes during the reporting period-
Accumulated total raised funds with changed purposes – accumulated total raised funds invested 4901140
Proportion of total raised funds with accumulative change of purpose-
Whether the committed investment projects and over raised funds have changed the total amount of investment after the adjustment of the committed investment in the raised funds the total amount of investment in the reporting period has been invested as of the end of the period. As of the end of the reporting period, whether the invested projects have reached the expected project feasibility is the purpose of capital investment (including part of the total amount of capital change) (2) capital progress (3) = current benefits in available state (whether there is any significant change in expected benefits) (1) periodization
(2)/(1)
Committed investment projects
Whether Ma’anshan production base expands production or not
Item 6958563695856333833863383386 48.62% 129626
East China R & D center construction project no
