Shenwan Hongyuan Group Co.Ltd(000166) securities underwriting and recommendation Co., Ltd. about
Yifan Pharmaceutical Co.Ltd(002019) 2021 deposit and use of raised funds
Special verification opinions
Shenwan Hongyuan Group Co.Ltd(000166) securities underwriting and recommendation Co., Ltd. (hereinafter referred to as ” Shenwan Hongyuan Group Co.Ltd(000166) underwriting sponsor” and “the sponsor”) is the sponsor of Yifan Pharmaceutical Co.Ltd(002019) (hereinafter referred to as ” Yifan Pharmaceutical Co.Ltd(002019) “) for the continuous supervision of the public issuance of shares in 2009 and the raised funds from non-public issuance 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 deposit and use of the funds raised by Yifan Pharmaceutical Co.Ltd(002019) 2009 public offering and 2017 non-public offering of shares in 2021 were verified, and the independent opinions are as follows:
1、 Basic information of raised funds
(I) actual amount of raised funds and time of fund arrival
1. Public additional shares in 2009
With the approval of zjxk [2009] No. 911 document of China Securities Regulatory Commission and the consent of Shenzhen Stock Exchange, the lead underwriter Zheshang Securities Co.Ltd(601878) Co., Ltd. (hereinafter referred to as ” Zheshang Securities Co.Ltd(601878) “) issued 29.32 million RMB common shares (A shares) by combining the preferential subscription of the original A-share shareholders with online and offline pricing issuance. The issue was priced at 11.98 yuan per share, with a total raised capital of 3512536 million yuan. After deducting the underwriting fee of 105376 million yuan, the recommendation fee of 2.6 million yuan and the registration fee of 29300 yuan of China Securities Depository and Clearing Co., Ltd. Shenzhen Branch, the raised capital of 338086700 yuan was remitted to the raised capital supervision account of the company by the lead underwriter Zheshang Securities Co.Ltd(601878) on September 28, 2009. In addition, after deducting the additional external expenses directly related to the issuance of equity securities such as online issuance fee, prospectus printing fee, reporting accountant fee, lawyer fee and evaluation fee of RMB 7.0715 million, the net amount of funds raised by the company is RMB 3310152 million. The availability of the above raised funds has been verified by Zhejiang Tianjian Oriental certified public accountants Co., Ltd., which issued the capital verification report (zthyy [2009] No. 179).
2. Non public offering of shares in 2017
Approved by the reply on approving Yifan Pharmaceutical Co.Ltd(002019) non-public Development Bank shares (zjxk [2017] No. 928) issued by the CSRC, Yifan Pharmaceutical Co.Ltd(002019) issued 1061765 million 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 capital of 1805 million yuan, deducting recommendation and underwriting expenses of 362555 million yuan (including tax), accountants’ fees, lawyers’ fees After the share registration fee and other issuance expenses of RMB 5.9087 million (including tax), the net amount of funds actually raised was RMB 17628358 million. On August 7, 2017, Lixin Certified Public Accountants (special general partnership) verified the arrival of the raised funds in this offering and issued the capital verification report (xksbz [2017] No. zb11855).
（2） Use and balance of raised funds
1. Public additional shares in 2009
Unit: RMB 10000
Amount of project raised funds
The net amount of actually raised funds is 3310152
Less: 2534154 yuan for projects invested with raised funds
Bank service charge 0.91
Permanent supplementary working capital 835011
Plus: special account interest income 591.04
Balance of raised funds (as of December 31, 2021) 0.00
2. Non public offering of shares in 2017
Unit: RMB 10000
Amount of project raised funds
Net amount of actually raised funds 17628358
Less: 12367918 yuan for projects invested with raised funds
Bank charges 2.20
Plus: special account interest income 407561
Balance of raised funds (as of December 31, 2021) 5667781
Including: 467781 deposited in the special account for raised funds of the bank
Cash management 0.00
Supplementary working capital 5200000
2、 Deposit and management of raised funds
(I) management of raised funds
In order to standardize the management and use of raised funds, improve the efficiency and efficiency of fund use and protect the rights and interests of investors, the company has formulated the measures for the management of raised funds (hereinafter referred to as the “measures”) in accordance with the provisions of relevant laws, regulations and normative documents such as the company law, the securities law, the stock listing rules of Shenzhen Stock Exchange and the guidelines for the standardized operation of listed companies, and in combination with the actual situation of the company.
According to the management measures, the company implements a special account for the raised funds, establishes a special account for the raised funds in the bank, and jointly signs the tripartite supervision agreement on the raised funds together with the sponsor, which defines the rights and obligations of all parties.
1. Public offering of shares in 2009
On October 6, 2009, the company signed the tripartite supervision agreement on raised funds with Zheshang Securities Co.Ltd(601878) , Shanghai Pudong Development Bank Co.Ltd(600000) Hangzhou Lin’an sub branch (hereinafter referred to as “Lin’an Shanghai Pudong Development Bank Co.Ltd(600000) ).
On March 19, 2014, the company signed the agreement on termination of continuous supervision with Zheshang Securities Co.Ltd(601878) and signed the agreement on continuous supervision of the use of raised funds with Shenyin Wanguo Securities Co., Ltd. (hereinafter referred to as “Shenyin Wanguo”) on March 24, 2014. It was agreed that the supervision period was from the date of signing the agreement with Shenyin Wanguo to the date of the use of raised funds. On the same day, the company signed the tripartite supervision agreement on raised funds with Shenyin Wanguo and Lin’an Shanghai Pudong Development Bank Co.Ltd(600000) companies.
According to the reply on Approving the issuance of shares by Shenyin Wanguo Securities Co., Ltd. to absorb and merge Hongyuan Securities Co., Ltd. (zjxk [2014] No. 1279) and the relevant Reply of the CSRC, the continuous supervision organization Shenyin Wanguo and Hongyuan Securities Co., Ltd. merged, The rights and obligations of Shenyin Wanguo as the sponsor (lead underwriter) are inherited by Shenwan Hongyuan Group Co.Ltd(000166) securities underwriting and recommendation Co., Ltd. (hereinafter referred to as ” Shenwan Hongyuan Group Co.Ltd(000166) “) after merger and reorganization.
On February 13, 2015, the company, Shenwan Hongyuan Group Co.Ltd(000166) and Lin’an Shanghai Pudong Development Bank Co.Ltd(600000) signed the supplementary agreement on Shenwan Hongyuan Group Co.Ltd(000166) securities underwriting recommendation Co., Ltd. inheriting all rights and obligations under the agreement between the former Shenyin Wanguo Securities Co., Ltd. and the company and Shanghai Pudong Development Bank Co.Ltd(600000) Hangzhou Lin’an sub branch, specifying the rights and obligations of all parties.
On September 15, 2015, the fourth extraordinary general meeting of shareholders of the company in 2015 deliberated and approved the proposal on changing the implementation subject of some raised investment projects. The company plans to change the “20000 ton annual total biodegradable material (PBS) project” from the company to the wholly-owned subsidiary Hangzhou Xinfu Technology Co., Ltd. (hereinafter referred to as “Hangzhou Xinfu”). On March 29, 2016, the 40th meeting of the 5th board of directors of the company deliberated and adopted the proposal on completing the internal asset restructuring and divestiture of the parent company and wholly-owned subsidiaries. After the internal assets reorganization and stripping of the company are completed, the funds raised by the company are transferred from the company to Hangzhou Xinfu. The company, Hangzhou Xinfu, Shenwan Hongyuan Group Co.Ltd(000166) and Lin’an Shanghai Pudong Development Bank Co.Ltd(600000) re signed the tripartite supervision agreement on raised funds, stipulating the rights and obligations of all parties. Hangzhou Xinfu opened a special account for raised funds in Lin’an Shanghai Pudong Development Bank Co.Ltd(600000) and cancelled the original account for raised funds of the company.
2. Non public offering of shares in 2017
The proposal on the establishment of special accounts for raised funds was deliberated and approved at the 12th (Interim) meeting of the sixth board of directors of the company, and the company opened special accounts for raised funds in China Minsheng Banking Corp.Ltd(600016) , Ping An Bank Co.Ltd(000001) China. In August 2017 and June 2018, the company and its wholly-owned subsidiary Hefei Yifan biopharmaceutical Co., Ltd. (hereinafter referred to as “Yifan pharmaceutical”) signed the tripartite supervision agreement for raised funds and the supplementary agreement for tripartite supervision agreement for raised funds with Shenwan Hongyuan Group Co.Ltd(000166) and the special account bank for raised funds respectively, clarifying the rights and obligations of all parties. There is no significant difference between the tripartite supervision agreement and the model tripartite supervision agreement of Shenzhen Stock Exchange, and the company has strictly complied with the raised funds.
（2） Storage of raised funds in special account
As of December 31, 2021, the storage of the special account for raised funds is as follows:
1. Public offering of shares in 2009
Unit: RMB
Remarks on the balance of raised funds in the account number of the opening bank of the opening unit
Shanghai Pudong Development Bank Co., Ltd
Hangzhou Xinfu Co., Ltd. Hangzhou Lin’an sub branch 9508015535 Shenzhen Agricultural Products Group Co.Ltd(000061) 50.00 has been cancelled
Yifan Pharmaceutical Co.Ltd(002019) Shanghai Pudong Development Bank shares have been cancelled
Co., Ltd. Hangzhou Lin’an sub branch 9508015526 Shenzhen Textile (Holdings) Co.Ltd(000045) 70.00
Total — 0.00–
2. Non public offering of shares in 2017
Unit: RMB
Remarks on the balance of raised funds in the account number of the opening bank of the opening unit
Ping An Bank Co.Ltd(000001) Hangzhou Lin’an small and micro enterprise
Yifan Pharmaceutical Co.Ltd(002019) Yiye franchise sub branch 15 Shenzhen Airport Co.Ltd(000089) 3476994677808086 special account for raised funds
Yifan pharmaceutical China China Minsheng Banking Corp.Ltd(600016) Feixi sub branch 6540008660.76 special account for raised funds
Total — 4677808162–
3、 Actual use of raised funds in 2021
(I) use of funds for investment projects with raised funds
1. Public additional shares in 2009
