Shenwan Hongyuan Group Co.Ltd(000166) securities underwriting and recommendation Co., Ltd
Verification opinions on Yifan Pharmaceutical Co.Ltd(002019) continuing to use some idle raised funds for cash management
Shenwan Hongyuan Group Co.Ltd(000166) securities underwriting and recommendation Co., Ltd. (hereinafter referred to as ” Shenwan Hongyuan Group Co.Ltd(000166) underwriting and recommendation company” and “the sponsor”) as the sponsor of Yifan Pharmaceutical Co.Ltd(002019) (hereinafter referred to as ” Yifan Pharmaceutical Co.Ltd(002019) ” the company “) for continuous supervision of the use of funds raised from non-public offering of shares in 2017, In accordance with the measures for the administration of securities issuance and listing recommendation business, the stock listing rules of Shenzhen Stock Exchange, the self regulatory guidelines for listed companies No. 1 – standardized operation of listed companies on the main board, the regulatory guidelines for listed companies No. 2 – regulatory requirements for the management and use of raised funds by listed companies, and the self regulatory guidelines for listed companies on Shenzhen Stock Exchange No. 13 – recommendation business, The situation of Yifan Pharmaceutical Co.Ltd(002019) continuing to use part of the idle raised funds for cash management is verified, and the details are as follows:
1、 Funds raised by non-public offering of shares in 2017
In August 2017, Yifan Pharmaceutical Co.Ltd(002019) issued 106176470 RMB ordinary shares (A shares) to specific objects in a non-public manner at an issue price of 17.00 yuan / share, with a total raised fund of 180499999000 yuan, deducting recommendation and underwriting expenses of 3625549985 yuan (including tax), accounting fees, lawyer fees After the share registration fee and other issuance expenses of RMB 590867647 (including tax), the net amount of actually raised funds is RMB 176283581368. On August 7, 2017, Lixin Certified Public Accountants (special general partnership) verified the receipt of the raised funds from the issuance and issued the capital verification report (xksbz [2017] No. zb11855) Yifan Pharmaceutical Co.Ltd(002019) the raised funds were stored in a special account, and a tripartite supervision agreement and supplementary agreement were signed with the recommendation institution and the commercial bank storing the raised funds.
2、 Use of raised funds and reasons for temporary idleness of raised funds
1. Use of raised funds
As of December 31, 2021, the committed investment and actual use of the funds raised by the company’s non-public offering of shares in 2017 are as follows:
Unit: 10000 yuan
Sequence: accumulated investment of raised funds in investment projects with raised funds No. total committed investment amount of raised funds investment progress
Permanent replenishment of working capital for high-end terminated projects 2138453 100%
1. Subtotal of 102.50% preparations of other raised fund investment projects of drugs 38615473957907
Project 60 Shenzhen Zhenye(Group)Co.Ltd(000006) 096360 101.61%
2 insulin project 70068001650000 23.55%
3. Supplementary working capital 46215584621558 100.00%
Total 1762835812367918
As of December 31, 2021, the company has used a total of 1236791800 yuan of the raised funds from non-public offering in 2017, and the balance of the remaining raised funds is 566778100 yuan (including interest on the raised funds and financial income of 40756100 yuan). Divided by the 520 million yuan temporarily used to supplement working capital, the remaining raised funds of 46778100 yuan are deposited in the special account for raised funds.
2. Reasons for temporary idleness of raised funds
One of the non-public offering fund-raising investment projects ” Yifan Pharmaceutical Co.Ltd(002019) insulin analogue project” needs a certain period of construction, and is currently in the stage of clinical application preparation. According to the company’s current fund-raising project implementation progress and fund investment plan, some of the raised funds are temporarily idle for a period of time. 3、 Basic information of cash management using idle raised funds this time
1. Cash management limit and period
The company plans to use the temporarily idle raised funds of no more than RMB 500 million for cash management, which is valid within 12 months from the date of deliberation and approval by the board of directors. At the same time, the board of directors of the company authorizes the general manager of the company to exercise the investment decision-making power and sign relevant contract documents. The chief financial officer of the company is responsible for organizing the implementation and the specific operation of the financial department of the company.
The purpose of using the temporarily idle raised funds for cash management this time is to improve the use efficiency of the raised funds, improve the operating efficiency of the company, make rational use of the idle raised funds and obtain a better return on investment for the company and shareholders. There is no act of changing the purpose of the raised funds in a disguised form, which will not affect the investment projects of the raised funds.
2. Cash management varieties
In order to control risks, the company uses the temporarily idle raised funds for cash management, including but not limited to RMB agreed deposits, seven day notice deposits, time deposits or purchase of principal guaranteed financial products, and does not involve the venture capital varieties specified in the guidelines for self discipline supervision of listed companies No. 1 – standardized operation of listed companies on the main board (hereinafter referred to as the “normative guidelines”), and the issuer is a commercial bank, The term of investment products shall not exceed 12 months and must meet the following conditions:
(1) Structured deposits, certificates of deposit and other principal guaranteed products with high security;
(2) Good liquidity shall not affect the normal operation of the investment plan of the raised funds.
3. The company has no relationship with the commercial banks providing financial products
4. Source of funds
In 2017, the special account for raising funds through non-public offering of shares was temporarily idle
4、 Investment risk and risk control measures
(I) investment risk
1. Market risk.
Cash management varieties have been strictly screened and risk assessed, and belong to low-risk investment varieties. However, the financial market is greatly affected by macro-economy, so it is not excluded that this investment is affected by market fluctuations. 2. Income risk. The company will intervene timely and appropriately according to the economic situation and changes in the financial market, so the actual income of short-term investment is unpredictable.
3. Operational risks of relevant staff.
(II) risk control measures
1. Strictly select investment objects and select products issued by units with good reputation, large scale, ability to ensure capital safety, good operating efficiency and strong capital operation ability.
2. The board of directors of the company authorizes the chief financial officer to organize the implementation, and the financial management center of the company is responsible for the specific operation. The financial management center of the company, together with the relevant personnel of the Secretariat of the board of directors, will timely analyze and track the investment direction and progress of financial products. In case of any adverse factors that may affect the use safety of the company’s raised funds, it will take corresponding preservation measures in time to control the investment risk.
3. The Audit Department of the company will carry out continuous internal supervision on the cash management, reasonably predict the possible risks and benefits of various investments according to the principle of prudence, and regularly audit and verify the use of funds. 4. The independent directors and the board of supervisors have the right to supervise and inspect the use of the company’s raised funds and the use of funds for purchasing financial products. If necessary, they can hire professional institutions to audit to ensure that the normal progress of the raised funds will not be affected.
5. Optimize and improve the current approval process for the use of raised funds, strengthen the prior audit and supervision of internal audit, strengthen the supervision of the Secretariat of the board of directors on the transfer of raised funds, and strengthen the retraining of the operators, direct managers and approvers involved in the use of raised funds in accordance with relevant regulations, so as to strengthen their sensitivity to the use of raised funds and ensure the standardization of the storage, use and management of raised funds.
6. The company will timely disclose the purchase and profit and loss of financial products in accordance with the relevant provisions of Shenzhen Stock Exchange.
5、 Impact on the company
On the premise of ensuring the normal implementation of the investment projects with raised funds and the safety of the raised funds, the company continues to use some idle raised funds for cash management, which will not affect the effective implementation of the investment projects with raised funds, improve the use efficiency of funds, improve the operating efficiency of the company, and obtain better investment returns for the company and shareholders. There is no case of changing the investment direction of the raised funds in a disguised form and damaging the interests of shareholders.
6、 Decision making procedures and opinions of independent directors
Yifan Pharmaceutical Co.Ltd(002019) the continued use of some idle raised funds for cash management of this raised investment project has been deliberated and approved by Yifan Pharmaceutical Co.Ltd(002019) board of directors and board of supervisors Yifan Pharmaceutical Co.Ltd(002019) independent directors expressed their independent opinions on the matter.
7、 Verification opinions of the recommendation institution
Shenwan Hongyuan Group Co.Ltd(000166) underwriting and recommendation company checked the cash management of Yifan Pharmaceutical Co.Ltd(002019) continuing to use some idle raised funds by consulting the meeting materials of the board of directors and the board of supervisors and the opinions of independent directors.
Upon verification, the Shenwan Hongyuan Group Co.Ltd(000166) underwriting recommendation company believes that Yifan Pharmaceutical Co.Ltd(002019) the use of the raised funds has not changed the purpose of the raised funds in a disguised form and will not affect the normal progress of the investment plan of the raised funds Yifan Pharmaceutical Co.Ltd(002019) the above-mentioned use of raised funds was reviewed and approved by Yifan Pharmaceutical Co.Ltd(002019) the board of directors and the board of supervisors, and the independent directors also issued independent opinions with explicit consent, and performed the necessary examination and approval procedures, in line with the measures for the administration of securities issuance and listing recommendation business, the stock listing rules of Shenzhen Stock Exchange, 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) The recommendation institution agrees that Yifan Pharmaceutical Co.Ltd(002019) implement the above matters in accordance with the relevant provisions of the normative guidelines and Yifan Pharmaceutical Co.Ltd(002019) measures for the administration of raised funds.
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(there is no text on this page, which is the signature page of the verification opinions of Shenwan Hongyuan Group Co.Ltd(000166) securities underwriting and recommendation Co., Ltd. on Yifan Pharmaceutical Co.Ltd(002019) continuing to use some idle raised funds for cash management) recommendation representative (signature):
Yin Yongjun, Wu Wei
Sponsor: Shenwan Hongyuan Group Co.Ltd(000166) securities underwriting and recommendation Co., Ltd. mm / DD / yyyy
