Sealand Securities Co.Ltd(000750) about Hainan Haiyao Co.Ltd(000566)
Special verification opinions on the deposit and use of raised funds in 2021
Sealand Securities Co.Ltd(000750) (hereinafter referred to as ” Sealand Securities Co.Ltd(000750) ” and “sponsor”) as the continuous supervision organization of Hainan Haiyao Co.Ltd(000566) (hereinafter referred to as ” Hainan Haiyao Co.Ltd(000566) ,” listed company “and” company “) for non-public issuance of a shares, according to the law on the Administration of securities issuance and listing sponsor business The stock listing rules of Shenzhen Stock Exchange and the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 1 – standardized operation of main board listed companies and other relevant provisions have verified the deposit and use of raised funds in Hainan Haiyao Co.Ltd(000566) 2021, and issued the following verification opinions: I. Basic information of raised funds
(I) actual amount of funds raised and time of funds in place
1. Non public offering of shares in 2015
With the approval of zjxk [2015] No. 85 document of China Securities Regulatory Commission, the lead underwriter Sealand Securities Co.Ltd(000750) assisted the company in non-public offering of 50150484 RMB ordinary shares (A shares) to specific objects by means of consignment. The issue price was 9.97 yuan per share, with a total raised capital of 50 Shenzhen Sed Industry Co.Ltd(000032) 548 yuan. The raised capital after deducting the underwriting and recommendation expenses of 1800000000 yuan was 48200032548 yuan, It has been remitted to the company’s regulatory account for raised funds by the lead underwriter Sealand Securities Co.Ltd(000750) on February 10, 2015. In addition, after deducting 704272196 yuan of additional external expenses directly related to the issuance of equity securities, such as online issuance fee, equity registration fee, reporting accountant fee and lawyer fee, the net amount of funds raised by the company this time is 47495760352 yuan. The above-mentioned capital raising report (tjy [2015] No. 8) was issued by the certified public accountants and verified by tjy.
2. Non public offering of shares in 2016
With the approval of zjxk [2016] No. 1353 document of China Securities Regulatory Commission, the lead underwriter Sealand Securities Co.Ltd(000750) assisted the company to issue 245298400 (A-share) non-public shares to specific objects by means of consignment. The issue price was 12.23 yuan per share, with a total raised capital of 299999943200 yuan. The raised capital after deducting the underwriting and recommendation expenses of 32 million yuan was 29679994200 yuan, It was remitted to the company’s regulatory account for raised funds by the lead underwriter Sealand Securities Co.Ltd(000750) on August 25, 2016. In addition, after deducting 1036 Zhejiang Hisun Pharmaceutical Co.Ltd(600267) yuan of additional external expenses directly related to the issuance of equity securities, such as online issuance fee, equity registration fee, reporting accountant fee and lawyer fee, the net amount of funds raised by the company this time is 295763342933 yuan. The availability of the above raised funds has been verified by Tianjian Certified Public Accountants (special general partnership), who issued the capital verification report (Tianjian Yan [2016] No. 8-86).
(II) use and balance of raised funds
1. Non public offering of shares in 2015
The company has used 47639149027 yuan of raised funds in previous years, the net amount of bank deposit interest received in previous years after deducting bank handling fees is 121099396 yuan, and the bank financial management income received in previous years is 325505753 yuan; In 2021, the actual use of the raised funds was 303358327 yuan to permanently supplement the working capital; The net amount of bank deposit interest received in 2021 after deducting bank charges is 141853 yuan; The accumulated used raised capital is 47942507354 yuan, the accumulated net amount of bank deposit interest minus bank handling charges is 121241249 yuan, and the accumulated bank financial management income is 325505753 yuan.
As of December 31, 2021, all investment projects funded by non-public offering of shares in 2015 have been closed and implemented.
2. Non public offering of shares in 2016
The company has used 271424766166 yuan of raised funds in previous years, the net amount of bank deposit interest received in previous years after deducting bank handling charges is 15935726270 yuan, and the bank wealth management income received in previous years is 5010965560 yuan; The actual use of the raised funds in 2021 was 38438186311 yuan, and the net amount of bank deposit interest received in 2021 after deducting bank handling charges was 794784031 yuan; The accumulated used raised capital is 309862952477 yuan, the accumulated net amount of bank deposit interest minus bank handling charges is 16730510301 yuan, and the accumulated bank financial management income is 5010965560 yuan.
As of December 31, 2021, the balance of funds raised from non-public offering of shares in 2016 was 7641866317 yuan (including the net amount of accumulated bank deposit interest minus bank handling charges and bank financial management income). 2、 Management and deposit 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, in accordance with the provisions of relevant laws, regulations and normative documents such as the company law of the people’s Republic of China, the securities law of the people’s Republic of China, the stock listing rules of Shenzhen Stock Exchange and the guidelines for the standardized operation of listed companies of Shenzhen Stock Exchange, and in combination with the actual situation of the company, The company has formulated the management measures for raised funds and implemented the special account storage system for raised funds.
In 2021, the company effectively supervised and managed the deposit and use of the raised funds in strict accordance with the provisions and requirements of the measures for the administration of raised funds. When using the raised funds, the company strictly performed the corresponding application and approval procedures, informed the recommendation institution in time and accepted the supervision of the recommendation representative at any time. The implementation of the tripartite supervision agreement was good and there was no failure to perform its obligations in time.
1. Non public offering of shares in 2015
In March 2015, the company and its holding subsidiaries Haikou Pharmaceutical Factory Co., Ltd. and Chongqing Tiandi Pharmaceutical Co., Ltd. (hereinafter referred to as “Tiandi pharmaceutical”) signed the tripartite supervision agreement on the storage of special account for raised funds with Bank Of Communications Co.Ltd(601328) Hainan Branch, Industrial And Commercial Bank Of China Limited(601398) Haikou international trade sub branch and the sponsor Sealand Securities Co.Ltd(000750) respectively.
On June 3, 2015, the 29th meeting of the eighth board of directors of the company deliberated and approved the proposal on the change of the implementation subject of the raised investment project – the construction project of the production line with an annual output of 200 tons of cefaclor crude products, and agreed to change the implementation subject of the raised investment project. Specific changes: the construction project of the production line with an annual output of 200 tons of cefaclor crude products. After the change, the implementation subject of the production line with an annual output of 100 tons of cefaclor crude products is changed from Tiandi pharmaceutical to Yancheng Kaiyuan pharmaceutical and Chemical Co., Ltd. (hereinafter referred to as “Kaiyuan pharmaceutical”), a holding subsidiary of Tiandi pharmaceutical, and the construction of the remaining 100 tons of cefaclor crude products production line is still implemented by Tiandi pharmaceutical. In July 2015, Tiandi pharmaceutical increased the capital of Kaiyuan pharmaceutical with the raised capital of 50 million yuan, and Kaiyuan pharmaceutical implemented the production line construction project with an annual output of 100 tons of cefaclor crude products. Kaiyuan pharmaceutical signed the tripartite supervision agreement on the storage of special account for raised funds with the sponsor Sealand Securities Co.Ltd(000750) , Industrial And Commercial Bank Of China Limited(601398) Haikou international trade sub branch.
As of March 31, 2021, Tiandi pharmaceutical’s 100 ton cefaclor crude product production line construction project and Kaiyuan pharmaceutical’s 100 ton cefaclor crude product production line construction project have been completed, and the surplus funds will permanently supplement the company’s working capital Bank Of Communications Co.Ltd(601328) Hainan Branch 461602303018010082630 special account for raised funds was closed in 2017 due to the use of funds Industrial And Commercial Bank Of China Limited(601398) Haikou Guomao sub branch 2201028119200382050 special account for raised funds was closed in December 2021; China Industrial And Commercial Bank Of China Limited(601398) Co., Ltd
The special account for raised funds of Haikou international trade sub branch 2201028119200393009 of Co., Ltd. was closed in January 2022..
2. Non public offering of shares in 2016
In September 2016, the company and its holding subsidiaries Haikou Pharmaceutical Factory Co., Ltd., Hunan Lianqiao Yaodu Pharmaceutical Co., Ltd. and Haiyao great health management (Beijing) Co., Ltd. signed the tripartite supervision agreement on the storage of special account for raised funds with Shenzhen Nanshan Baosheng Village Bank Co., Ltd., Changsha branch of Guangdong Development Bank Co., Ltd. China Zheshang Bank Co.Ltd(601916) Chongqing branch and recommendation institution Sealand Securities Co.Ltd(000750) respectively.
In June 2017, the second meeting of the ninth board of directors of the company deliberated and approved the proposal on changing part of the special bank account for raised funds, and agreed that Haiyao health management (Beijing) Co., Ltd. would transfer part of the raised funds deposited in China Zheshang Bank Co.Ltd(601916) Chongqing Branch of RMB 700 million to the special account for raised funds of Haikou rural credit cooperative association. On June 27, 2017, the company and Haiyao health management (Beijing) Co., Ltd. signed the tripartite supervision agreement on raised funds with Haikou rural credit cooperative association and the sponsor Sealand Securities Co.Ltd(000750) jointly.
In December 2017, the 10th meeting of the ninth board of directors of the company deliberated and approved the proposal on changing the special bank account for raised funds, and agreed that all the raised funds deposited by Hunan Lianqiao Yaodu Pharmaceutical Co., Ltd. in Kaifu sub branch of Changsha branch of Guangdong Development Bank Co., Ltd. should be replaced to Shanghai Pudong Development Bank Co.Ltd(600000) Changsha branch for special account storage. On December 21, 2017, the company and Hunan Lianqiao Yaodu Pharmaceutical Co., Ltd. signed the tripartite supervision agreement on raised funds with Shanghai Pudong Development Bank Co.Ltd(600000) Changsha branch and Sealand Securities Co.Ltd(000750) sponsor; The original special account for raised funds of Kaifu sub branch of Changsha branch of Guangdong Development Bank Co., Ltd. was terminated and cancelled in February 2018.
In July 2018, the 18th meeting of the ninth board of directors of the company deliberated and approved the proposal on closing part of the raised funds investment project Hunan Lianqiao Yaodu traditional Chinese medicine warehousing and logistics trading center project and permanently replenishing the working capital with the surplus raised funds, It is agreed that the company will close the project of Hunan Lianqiao Yaodu traditional Chinese medicine warehousing and logistics trading center, one of the investment projects raised by non-public offering in 2016, and permanently supplement the company’s working capital with the surplus funds. In August 2018, the second extraordinary general meeting of shareholders of the company in 2018 deliberated and approved the proposal on closing part of the raised capital investment project Hunan Lianqiao Yaodu traditional Chinese medicine warehousing and logistics trading center project and permanently replenishing the working capital with the surplus raised capital Shanghai Pudong Development Bank Co.Ltd(600000) Changsha branch’s original special account for raised funds was terminated and cancelled in August 2018.
On November 26, 2018, the 25th meeting of the ninth board of directors and the 15th meeting of the ninth board of supervisors of the company, and on December 14, 2018, the third extraordinary general meeting of shareholders of the company in 2018 deliberated and adopted the proposal on partial change of raised investment projects – telemedicine service platform project, and agreed to change the purpose of part of the raised funds of 17522624 million yuan not invested in the raised investment project “telemedicine service platform project”, Among them, the raised capital of 70 million yuan was changed to the newly planned raised capital investment project “Chongqing Tiandi Pharmaceutical Co., Ltd. Pharmaceutical Industrial Park project”. On January 8, 2019, the company, Tiandi pharmaceutical, together with the sponsor Sealand Securities Co.Ltd(000750) and China Zheshang Bank Co.Ltd(601916) Chongqing branch jointly signed the tripartite supervision agreement on raised funds; On June 6, 2019, the company, Chongqing Tiandi Pharmaceutical Co., Ltd., together with the sponsor Sealand Securities Co.Ltd(000750) and Haikou Rural Credit Cooperative Association jointly signed the tripartite supervision agreement on raised funds.
On April 13, 2019, the 30th meeting of the ninth board of directors and the second extraordinary general meeting of shareholders in 2019 held on May 7, 2019 considered and approved the proposal on terminating the investment project of raised funds – telemedicine service platform project and repaying the remaining raised funds to corporate bonds, and agreed to terminate the original project of raised funds “telemedicine service platform project”, And use the remaining unused raised funds of 1066477400 yuan of the project to “repay the investors of” 17 Haiyao 01 “. If they exercise the resale right in 2019, the company needs to pay the resale amount to the investors and the interest of the current bond in the second interest period (June 23, 2018 to June 22, 2019)”. The board of supervisors, independent directors and recommendation institutions of the company have expressed their consent on the above matters.
In 2020, due to the impact of the epidemic, the finishing works such as the internal decoration progress of Hainan Haiyao Co.Ltd(000566) biomedical industrial park project could not be implemented and could not reach the scheduled usable state within the original planned time. The project was postponed to March 2021. The completion of the pharmaceutical industrial park project of Chongqing Tiandi Pharmaceutical Co., Ltd. was postponed. The planned completion time was postponed from December 2020 to June 2022. See Schedule 1-2 for the specific reasons for the delay of the project.
On March 31, 2021, the company issued the announcement on closing some investment projects with raised funds and permanently replenishing working capital with surplus raised funds. The company held the 11th meeting of the 10th board of directors and deliberated and adopted the proposal on closing some investment projects with raised funds and permanently replenishing working capital with surplus raised funds, It is agreed that the company will close the Hainan Haiyao Co.Ltd(000566) biomedical industrial park project, one of the investment projects raised by non-public offering in 2016, and permanently supplement the company’s working capital with the surplus funds. On April 15, 2021, the third extraordinary general meeting of the company in 2021 deliberated and approved the proposal on closing some investment projects with raised funds and permanently replenishing working capital with surplus raised funds.
As of December 31, 2021
