Haitong Securities Company Limited(600837)
About Jilin Xidian Pharmaceutical Technology Development Co., Ltd
Verification opinions on using raised funds to replace self raised funds that have paid issuance expenses
Haitong Securities Company Limited(600837) (hereinafter referred to as " Haitong Securities Company Limited(600837) " or "sponsor") as a sponsor of Jilin West Point Pharmaceutical Technology Development Co., Ltd. (hereinafter referred to as "West Point pharmaceutical" or "company") for initial public offering and listing on the gem, continuously supervised the sponsor in accordance with the administrative measures for securities issuance and listing sponsor business 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 Listing Rules of GEM stocks of Shenzhen Stock Exchange, the guidelines for the self-discipline supervision of listed companies of Shenzhen Stock Exchange No. 2 - standardized operation of GEM listed companies and other relevant provisions have verified the company's use of raised funds to replace self raised funds that have paid issuance expenses, The details are as follows:
1、 Basic information of raised funds
According to the reply on Approving the registration of initial public offering of Jilin Xidian pharmaceutical science and Technology Development Co., Ltd. (zjxk [2022] No. 5) approved by China Securities Regulatory Commission, the company issued 20200986 million ordinary shares (A shares) with a par value of 1 yuan per share, an issue price of 22.55 yuan per share and a total raised capital of 455532200 yuan, After deducting various issuance expenses, the net amount of funds actually raised was 390933100 yuan.
The above raised funds have been verified in the capital verification report Dahua Yan Zi [2022] No. 000086 issued by Dahua Certified Public Accountants (special general partnership) on February 18, 2022.
The company has deposited the raised funds in the special account opened by the company for this issuance. The company and the sponsor Haitong Securities Company Limited(600837) (hereinafter referred to as " Haitong Securities Company Limited(600837) ") have signed the tripartite supervision agreement on raised funds with Industrial Bank Co.Ltd(601166) Changchun Branch, Ping An Bank Co.Ltd(000001) Changchun Branch and China Construction Bank Corporation(601939) Jilin branch respectively.
2、 Investment projects with raised funds
According to the company's prospectus for initial public offering and listing on GEM, the funds raised from the company's initial public offering of RMB common shares (A shares) will be invested in the following items after deducting the issuance expenses:
Unit: 10000 yuan
No. project name total investment amount proposed to be invested in raised funds
1. Construction project of comprehensive solid preparation workshop 1057638
2. Construction project of modern extraction workshop of traditional Chinese medicine 800938
3. Escitalopram oxalate API production project 535019535019
4 R & D center construction project 500464500464
5. Marketing network construction project 520 Chang Jiang Shipping Group Phoenix Co.Ltd(000520) 000
Total 34140593414059
Note: the excess of the net amount of funds raised for the project over the required amount of funds raised for the project.
3、 Replacement of self raised funds and payment of issuance expenses in advance
As of March 31, 2022, the issuance fee paid by the company with self raised funds is RMB 464330597 (excluding value-added tax), and the company plans to replace it with the raised funds. Dahua Certified Public Accountants (special general partnership) reviewed the company's payment of issuance expenses with self raised funds as of March 31, 2022, and issued the verification report of Jilin West Point Pharmaceutical Technology Development Co., Ltd. paying issuance expenses in advance with self raised funds (Dahua He Zi [2022] No. 007414).
4、 Procedures for performance and relevant opinions
(I) deliberations of the board of directors
The 11th meeting of the 7th board of directors of the company deliberated and approved the proposal on replacing the paid issuance expenses with the raised funds. The board of directors agreed that the company should use the raised funds to replace the issuance expenses paid with the self raised funds, totaling 464330597 yuan (excluding value-added tax).
(II) opinions of independent directors
After review, the independent directors believe that the company has fulfilled the necessary approval procedures for the use of raised funds to replace the paid issuance expenses of self raised funds, does not conflict with the implementation plan of the investment project with raised funds, does not affect the normal progress of the investment project with raised funds, and does not change the purpose of raised funds and damage the interests of shareholders in a disguised manner. The replacement time of the raised funds shall not exceed 6 months from the arrival time of the raised funds, and shall comply with the provisions of laws, regulations and normative documents such as the guidelines for the supervision of listed companies No. 2 - regulatory requirements for the management and use of the raised funds of listed companies, the listing rules of GEM stocks of Shenzhen Stock Exchange, the guidelines for the self discipline supervision of listed companies of Shenzhen Stock Exchange No. 2 - standardized operation of GEM listed companies.
All independent directors unanimously agreed to use the raised funds to replace the self raised funds that have paid the issuance expenses. (III) deliberation of the board of supervisors
The ninth meeting of the seventh board of supervisors of the company deliberated and adopted the proposal on replacing the paid issuance expenses of self raised funds with raised funds. The board of supervisors believes that the funds for this replacement are the issuance expenses paid in advance by the company with the self raised funds before the raised funds arrive. Dahua Certified Public Accountants (special general partnership) has issued a special report on this replacement and agreed to use the raised funds to replace the self raised funds, and the issued expenses paid are 464330597 yuan (excluding value-added tax). This replacement complies with the provisions of relevant laws and regulations on replacement within 6 months after the arrival of the raised funds, does not change the purpose of the raised funds, does not affect the normal progress of the investment plan of the raised funds, does not damage the interests of the company and shareholders, and complies with the relevant provisions of relevant laws, regulations and normative documents. Therefore, it is agreed that the company will use the raised funds to replace the self raised funds, and the paid issuance fee is RMB 464330597 (excluding value-added tax).
(IV) assurance opinion of accounting firm
Dahua certified public accountants has reviewed the matters that the company has paid the issuance expenses with self raised funds as of March 31, 2022, and issued the assurance report of Jilin West Point Pharmaceutical Technology Development Co., Ltd. paying the issuance expenses in advance with self raised funds (dahuahe Zi [2022] No. 007414), The special instructions on advance payment of issuance expenses with self raised funds prepared by the company complies with the relevant provisions of 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) and the guidelines for the self discipline supervision of listed companies on Shenzhen Stock Exchange No. 2 - standardized operation of companies listed on GEM, In all material aspects, it fairly reflects the company's advance payment of issuance expenses with self raised funds as of March 31, 2022. 5、 Verification opinions of the recommendation institution
After verification, the sponsor believes that the company's use of the raised funds to replace the self raised funds that have paid the issuance expenses has been deliberated and approved by the board of directors and the board of supervisors of the company, the independent directors have issued clear consent opinions, and Dahua Certified Public Accountants (special general partnership) has issued an assurance report and fulfilled the necessary approval procedures. The company's use of the raised funds to replace the self raised funds that have paid the issuance expenses this time does not change the purpose of the raised funds and damage the interests of shareholders in a disguised manner, and will not affect the normal progress of the investment projects of the raised funds. The replacement time is no more than six months from the arrival time of the raised funds, which meets the regulatory guidelines for listed companies No. 2 - regulatory requirements for the management and use of the raised funds of listed companies (revised in 2022) Relevant provisions such as Shenzhen Stock Exchange GEM Listing Rules, Shenzhen Stock Exchange self regulatory guidelines for listed companies No. 2 - standardized operation of GEM listed companies and the company's fund-raising management system. The recommendation institution has no objection to the company's use of the raised funds to replace the self raised funds that have paid the issuance expenses.
Sponsor representative: Zhao qionglin, Huang Lei Haitong Securities Company Limited(600837) April 22, 2022
