Yifan Pharmaceutical Co.Ltd(002019) verification report of special report on deposit and use of raised funds (xksbz [2022] No. zb10374)
About the funds raised in Yifan Pharmaceutical Co.Ltd(002019) 2021
Verification report of special report on storage and use
Xin Hui Shi Bao Zi [2022] No. zb10374 Yifan Pharmaceutical Co.Ltd(002019) all shareholders:
We are entrusted to carry out reasonable assurance on the attached special report on the deposit and use of raised funds of Yifan Pharmaceutical Co.Ltd(002019) (hereinafter referred to as " Yifan Pharmaceutical Co.Ltd(002019) ") in 2021 (hereinafter referred to as "special report on raised funds").
1、 Responsibilities of the board of directors
Yifan Pharmaceutical Co.Ltd(002019) the responsibility of the board of directors is to comply with 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) (CSRC announcement [2022] No. 15) of China Securities Regulatory Commission Prepare a special report on raised funds in accordance with the relevant provisions of the guidelines for self-regulation and supervision of listed companies of Shenzhen Stock Exchange No. 1 - standardized operation of listed companies on the main board and the guidelines for self-regulation and supervision of listed companies of Shenzhen Stock Exchange No. 2 - announcement format. This responsibility includes designing, implementing and maintaining the internal control related to the preparation of the special report on raised funds to ensure that the special report on raised funds is true, accurate and complete without false records, misleading statements or major omissions.
2、 Responsibilities of Certified Public Accountants
Our responsibility is to publish the assurance conclusion of the special report on raised funds on the basis of the implementation of the assurance work.
3、 Job overview
We have carried out the assurance business in accordance with the provisions of other assurance business standards for Chinese certified public accountants No. 3101 - assurance business other than audit or review of historical financial information. The standards require us to abide by the code of professional ethics, plan and implement the assurance work, so as to determine whether the special report on raised funds is in accordance with the regulatory guidelines for listed companies No. 2 - regulatory requirements for the management and use of raised funds of listed companies (revised in 2022) (CSRC announcement [2022] No. 15) of China Securities Regulatory Commission in all major aspects The relevant provisions of the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 1 - standardized operation of listed companies on the main board and the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 2 - announcement format are prepared to truthfully reflect the deposit and use of raised funds in Yifan Pharmaceutical Co.Ltd(002019) 2021 in all major aspects and obtain reasonable assurance. In the process of carrying out the assurance work, we have implemented the procedures we consider necessary, including inquiry, inspection of accounting records and so on. We believe that our assurance work provides a reasonable basis for issuing assurance conclusions.
4、 Assurance conclusion
We believe that the special report on the deposit and use of raised funds in Yifan Pharmaceutical Co.Ltd(002019) 2021 is in accordance with 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) (CSRC announcement [2022] No. 15) of China Securities Regulatory Commission in all major aspects The preparation of the relevant provisions of the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 1 - standardized operation of listed companies on the main board and the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 2 - announcement format truthfully reflects the deposit and use of raised funds in Yifan Pharmaceutical Co.Ltd(002019) 2021.
5、 Report usage restrictions
This report is only used by Yifan Pharmaceutical Co.Ltd(002019) for the purpose of disclosing the 2021 annual report, and shall not be used for any other purpose.
China certified public accountant of Lixin certified public accountants: Liu Haishan
(special general partnership)
Chinese certified public accountant: Yang Qiushi
Shanghai, China, April 11, 2002
Yifan Pharmaceutical Co.Ltd(002019)
Special report on the deposit and use of raised funds in 2021
According to 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) (CSRC announcement [2022] No. 15) According to the relevant provisions of the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 1 - standardized operation of listed companies on the main board and the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 2 - announcement format, the company makes the following special report on the deposit and use of raised funds in 2021: I. 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
With the approval of the reply on the approval of Yifan Pharmaceutical Co.Ltd(002019) non-public Development Bank shares (zjxk [2017] No. 928) issued by the CSRC, 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 capital of 1805 million yuan, deducting the recommendation and underwriting expenses of 362555 million yuan (including tax), as well as 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 for 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
