Citic Securities Company Limited(600030)
About Fujian Cosunter Pharmaceutical Co.Ltd(300436)
Verification opinions on the deposit and actual use of raised funds in 2021
Citic Securities Company Limited(600030) (hereinafter referred to as ” Citic Securities Company Limited(600030) ” or “sponsor”) as the sponsor of Fujian Cosunter Pharmaceutical Co.Ltd(300436) (hereinafter referred to as ” Fujian Cosunter Pharmaceutical Co.Ltd(300436) ” or “company”) issuing A-Shares to specific objects on GEM in 2020, In accordance with the relevant provisions of the measures for the administration of securities issuance and listing recommendation business, the Listing Rules of Shenzhen Stock Exchange on the gem, and the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 2 – standardized operation of listed companies on the gem, the deposit and use of raised funds in Fujian Cosunter Pharmaceutical Co.Ltd(300436) 2021 were verified, and the verification results are as follows:
1、 Basic information of raised funds
1. Actual amount of funds raised and time of funds in place
With the approval of China Securities Regulatory Commission’s zjxk [2020] No. 2748 and the consent of Shenzhen Stock Exchange, the company issued 18777000 ordinary shares (A shares) to specific objects in June 2021, with a par value of 1 yuan per share and an issue price of 27.40 yuan per share. As of June 21, 2021, the company has raised a total of 51448980000 yuan, deducting 1490566038 yuan of issuance expenses (excluding tax), and the net amount of raised funds is 49958413962 yuan.
As of June 21, 2021, all the above raised funds have been in place and verified and confirmed by Dahua Certified Public Accountants (special general partnership) with the capital verification report “Dahua Yan Zi [2021] No. 000437”.
2. Use and balance of raised funds
As of December 31, 2021, the company has invested 25676241037 yuan in the raised fund projects, of which: the company invested 5316673748 yuan in the raised fund projects with its own funds in advance before the raised funds are in place; The raised capital used in this year is 20359567289 yuan. The net amount of accumulated interest income of raised funds after deducting bank handling charges is 163372766 yuan; As of December 31, 2021, the balance of the special account for raised funds was 24445545691 yuan.
2、 Management of raised funds
In order to standardize the management and use of raised funds and protect the rights and interests of investors, the company has formulated the measures for the administration of Fujian Cosunter Pharmaceutical Co.Ltd(300436) raised funds (hereinafter referred to as the “measures”) in accordance with the company law of the people’s Republic of China, the securities law of the people’s Republic of China, the Listing Rules of Shenzhen Stock Exchange gem and other laws and regulations and in combination with the actual situation of the company, The management measures was revised and adopted at the 2017 annual general meeting of shareholders on April 13, 2018.
According to the requirements of the management measures and in combination with the business needs of the company, the company opened a special account for raised funds in Industrial Bank Co.Ltd(601166) and signed the tripartite supervision agreement for raised funds with Citic Securities Company Limited(600030) , Industrial Bank Co.Ltd(601166) Fuzhou Huanqiu sub branch on July 5, 2021; In order to ensure the smooth implementation of the project in which the company issues shares to specific objects, based on the implementation subject of the project and the actual needs of project construction, the company uses part of the raised funds to increase the capital of its wholly-owned subsidiary Fujian Fujian Cosunter Pharmaceutical Co.Ltd(300436) Jintang Pharmaceutical Co., Ltd. (hereinafter referred to as “Jintang pharmaceutical”) and its holding subsidiary Jiangsu Zhongxing Pharmaceutical Co., Ltd. (hereinafter referred to as “ZTE pharmaceutical”). Jintang pharmaceutical opened a special account for raised funds in China Merchants Bank Co.Ltd(600036) and signed the four party supervision agreement for raised funds with Fujian Cosunter Pharmaceutical Co.Ltd(300436) , Citic Securities Company Limited(600030) , China Merchants Bank Co.Ltd(600036) Fuzhou branch on July 20, 2021; ZTE pharmaceutical opened a special account for raised funds in China Minsheng Banking Corp.Ltd(600016) China, and signed the four party supervision agreement for raised funds with Fujian Cosunter Pharmaceutical Co.Ltd(300436) , Citic Securities Company Limited(600030) , China Minsheng Banking Corp.Ltd(600016) Fuzhou branch on July 20, 2021; Strict examination and approval procedures shall be implemented for the use of raised funds to ensure that the special funds are used for special purposes; The authorized recommendation representative may inquire the information of the special account for raised funds at the bank that has opened the special account for raised funds at any time, and require the recommendation representative to conduct on-site investigation on the management and use of raised funds at least once a quarter.
According to the recommendation agreement signed between the company and Citic Securities Company Limited(600030) and the above-mentioned agreement, if the amount withdrawn by the company (including Jintang pharmaceutical and ZTE pharmaceutical) from the deposit account of raised funds reaches RMB 10 million or 10% of the net raised funds (whichever is lower), the company shall notify Citic Securities Company Limited(600030) . There is no significant difference between the regulatory agreement and the model regulatory agreement of Shenzhen Stock Exchange, and the regulatory agreement has been effectively implemented.
As of December 31, 2021, the storage of raised funds is listed as follows:
Monetary unit: RMB
Name of deposit bank account number initial deposit amount deadline balance deposit method
Industrial Bank Co.Ltd(601166) Fu 1181101 Anhui Deli Household Glass Co.Ltd(002571) 425038898 Shenzhen Kaifa Technology Co.Ltd(000021) 634100304 Huozhou Huanqiu sub branch phase I
China Merchants Bank Co.Ltd(600036) fu591907429610 Guangzhou Wahlap Technology Corporation Limited(301011) 92395534 Huozhou branch phase I
China China Minsheng Banking Corp.Ltd(600016) Co., Ltd. 63253389301619049853 huosi Fuzhou branch phase I
Total – 503889800 Hangzhou Great Star Industrial Co.Ltd(002444) 5545691-
Note: the difference between the balance of raised funds of 2428217 million yuan and the balance of special account of raised funds of 2444554 million yuan in the statement of use of raised funds is the accumulated amount of interest, account maintenance fee, issuance fee, input tax, etc.
3、 Actual use of raised funds in 2021
As of December 31, 2021, the investment and benefits of each project are shown in schedule 1-1.
4、 Change the use of funds for investment projects with raised funds
As of December 31, 2021, the company has not changed the raised investment projects.
5、 Problems in the use and disclosure of raised funds
The company uses the raised funds in accordance with the provisions and requirements of relevant laws, regulations and normative documents, and timely discloses the use of the raised funds. There are no violations in the use and management of the raised funds. 6、 Explanation of the situation that the benefits of the projects invested with raised funds cannot be calculated separately
The company does not have the situation that the benefits of investment projects with raised funds cannot be calculated separately.
7、 Assurance opinions of Accountants on the special report on the annual storage and use of raised funds
According to the accountant, the special report of Fujian Cosunter Pharmaceutical Co.Ltd(300436) raised funds was prepared in all major aspects in accordance with 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) issued by the China Securities Regulatory Commission, the guidelines for the self discipline supervision of listed companies of Shenzhen Stock Exchange No. 2 – standardized operation of companies listed on GEM issued by Shenzhen Stock Exchange and relevant format guidelines, It fairly reflects the deposit and use of raised funds in Fujian Cosunter Pharmaceutical Co.Ltd(300436) 2021 in all major aspects.
8、 Main verification work and verification opinions of the recommendation institution
During the period of continuous supervision in 2021, the sponsor checked the deposit and use of the company’s raised funds and the implementation of the investment projects of the raised funds through data review, on-site inspection, interview and communication. The main verification contents include: bank statements of the company’s raised funds, original vouchers for the use of raised funds, relevant reports of intermediaries, relevant announcements and supporting documents on the use of raised funds, project progress and other materials.
After verification, the recommendation institution believes that: Fujian Cosunter Pharmaceutical Co.Ltd(300436) strictly implements the special account storage system for raised funds, effectively implements the tripartite and Quartet supervision agreement, and the raised funds are not occupied by the controlling shareholders and actual controllers, entrusted financial management, etc; According to the special report on the deposit and use of raised funds in 2021 issued by Fujian Cosunter Pharmaceutical Co.Ltd(300436) , as of December 31, 2021, there was no violation of relevant laws and regulations in the use of raised funds.
The recommendation institution has no objection to the deposit and use of the company’s raised funds in 2021.
(no text below)
Attached Table 1-1:
Use of raised funds in 2021
Unit: 10000 yuan
The total amount of raised funds is 4995841, and the total amount of raised funds invested in this year is 2567624
The total amount of raised funds with changed purposes during the reporting period was 0
The cumulative total amount of raised funds for changing purposes is 0. The cumulative total amount of raised funds invested is 2567624. The proportion of the cumulative total amount of raised funds for changing purposes is 0%
Committed investment projects and whether the raised funds have been changed. After adjustment, the total investment of the current year has been invested by the end of the period. As of the end of the period, whether the invested projects have reached the expected project feasibility and whether the raised funds have been invested in the current year (including part of the total amount of variable investment (1) amount (2)% (3) = (2) / (1) It is determined that the benefits realized by the state of availability will change greatly by the expected date
Committed investment projects-
1. Integration of API and preparation
Construction of chemical production base no 24070872407087974651974651 40.49% n / a n / a n / a no
project
2. Jiangsu ZTE preparation vehicle no not applicable not applicable no
Inter building project 11354181135418139637139637 12.30%
3. Supplementary working capital item n / a n / a n / a n / a n / A
Item 14
