Sinolink Securities Co.Ltd(600109)
About Hunan Dajia Weikang Pharmaceutical Industry Co., Ltd
Verification opinions on using raised funds to replace self raised funds invested in raised investment projects in advance and paid issuance expenses
Sinolink Securities Co.Ltd(600109) (hereinafter referred to as ” Sinolink Securities Co.Ltd(600109) ” or “sponsor”) is a sponsor of Hunan Dajia Weikang Pharmaceutical Industry Co., Ltd. (hereinafter referred to as “Dajia Weikang” or “company”) for initial public offering and listing on the gem, In accordance with the measures for the administration of securities issuance and listing recommendation business, the guidelines for the supervision of listed companies No. 2 – regulatory requirements for the management and use of raised funds by listed companies, the Listing Rules of GEM stocks of Shenzhen Stock Exchange and the guidelines for the standardized operation of GEM listed companies of Shenzhen stock exchange, The self raised funds of Dajia Weikang for replacing the pre invested projects with raised funds and the paid issuance expenses have been carefully verified. The verification conditions and verification opinions are as follows:
1、 Basic information of raised funds
With the approval of China Securities Regulatory Commission on the registration of initial public offering of Hunan Dajia Weikang Pharmaceutical Industry Co., Ltd. (zjxk [2021] No. 3367), the company issued 51626425 ordinary shares with a par value of RMB 1.00 per share and an issue price of RMB 12.37 per share, The total amount of raised funds is 638618877.25 yuan, the issuance expenses excluding tax are 69148947.10 yuan, and the net amount of raised funds is 569469930.15 yuan.
The above raised funds have been verified by Tianjian Certified Public Accountants (special general partnership) and issued the capital verification report (Tianjian Yan [2021] No. 2-52). The company has established a special account for the raised funds, and signed a supervision agreement on the raised funds with the deposit bank and the sponsor to manage the deposit and use of the raised funds.
2、 Investment projects with raised funds
According to the prospectus of Hunan Dajia Weikang Pharmaceutical Industry Co., Ltd. for initial public offering and listing on the gem, the investment projects and use plans of the funds raised by the company’s initial public offering are as follows:
Unit: 10000 yuan
No. the total investment of the project is planned to use the raised funds
Input amount
1 chain pharmacy expansion project 6004.64 6004.64
2 intelligent logistics center project 30000.00 30000.00
3 repayment of bank loan 15000.00
Total 51004.64
According to the actual progress of the raised investment project, the company or subsidiaries can use their own funds and bank loans for the early construction of the raised investment project before the raised funds are in place. After the raised funds are in place, they can replace the own funds and bank loans that have been invested in the construction of the raised investment project.
3、 Plan for replacement of pre invested funds with raised funds
The total amount of funds invested in advance is 46.5214 million yuan, including 38.8233 million yuan invested in the project with self raised funds and 7.6981 million yuan of issuance expenses paid in advance.
(I) advance investment of self raised funds into projects invested by raised funds
In order to ensure the normal progress of the investment plan of the raised funds, the company has invested and implemented some investment projects with the raised funds in advance with the self raised funds before the raised funds are actually in place. As of December 17, 2021, the actual investment amount of the company’s investment projects invested with raised funds in advance with self raised funds is RMB 38.8233 million, as follows:
Unit: 10000 yuan
No. project name raised funds to be invested in self raised funds have been invested in the amount raised in this replacement
1 chain pharmacy expansion project 6004.64 3882.33 3882.33
2 intelligent logistics center project 30000.00 —
3 repayment of bank loan 15000.00 —
Total 51004.64 3882.33 3882.33
(II) payment of issuance expenses by self owned funds
The issuance expenses (excluding value-added tax) of the issuing company are RMB 69.1489 million. As of December 17, 2021, the underwriting fee, recommendation fee, audit fee and lawyer’s fee in the issuance fee totaling RMB 7.6981 million (excluding value-added tax) have been paid from the company’s own fund account in the early stage. The amount of the paid issuance fee to be replaced by the raised funds is RMB 7.6981 million (excluding value-added tax).
4、 Assurance of accounting firm
Tianjian Certified Public Accountants (special general partnership) conducted a special verification on the above self raised funds pre invested projects and paid issuance expenses, and issued the assurance report on Hunan Dajia Weikang Pharmaceutical Industry Co., Ltd. pre invested projects and paid issuance expenses with self raised funds (tianjianshen [2021] No. 2-456).
5、 Relevant review procedures and opinions
(I) deliberations of the board of directors
The company held the 9th meeting of the 3rd board of directors on January 12, 2022, deliberated and adopted the proposal on using raised funds to replace self raised funds invested in raised investment projects in advance and paid issuance expenses, It is agreed that the company will use the raised funds to replace the self raised funds of 38.8233 million yuan invested in the raised projects in advance and 7.6981 million yuan (excluding value-added tax) paid for the issuance expenses, totaling 46.5214 million yuan.
(II) opinions of independent directors
The independent directors believe that the company’s replacement is consistent with the contents in the issuance application documents, does not conflict with the implementation plan of the raised funds investment project, does not affect the normal implementation of the raised funds investment project, and there is no situation of changing the investment direction of the raised funds in a disguised manner, and the replacement time of the raised funds is no more than 6 months from the arrival time of the raised funds, Comply with relevant laws and regulations such as the guidelines for the supervision of listed companies No. 2 – regulatory requirements for the management and use of raised funds by listed companies, the guidelines for the standardized operation of companies listed on the gem of Shenzhen Stock Exchange and the relevant provisions of the company’s raised funds management system. Therefore, the independent directors unanimously agree that the company will use the raised funds to replace the self raised funds invested in the raised investment projects in advance and the paid issuance expenses.
(III) deliberation of the board of supervisors
The company held the fifth meeting of the third board of supervisors on January 12, 2022, deliberated and adopted the proposal on using raised funds to replace self raised funds invested in raised investment projects in advance and paid issuance expenses. The board of supervisors believes that the replacement time of the company’s raised funds is no more than 6 months from the arrival time of the raised funds, does not affect the normal progress of the investment projects of the raised funds, and does not change the purpose of the raised funds in a disguised manner and damage the interests of shareholders. Therefore, the board of supervisors agreed to use the raised funds to replace the self raised funds invested in the raised investment projects in advance and the paid issuance expenses.
6、 Verification opinions of the recommendation institution
After verification, the recommendation institution believes that:
The company’s self raised funds for the use of raised funds to replace the pre invested raised investment projects and the paid issuance expenses have been deliberated and approved by the board of directors and the board of supervisors of the company, the independent directors have expressed their consent, Tianjian Certified Public Accountants (special general partnership) has conducted a special audit and issued an assurance report, and the necessary procedures have been performed for the replacement of raised funds. The self raised funds of the company for the replacement of the raised funds invested in the raised investment projects in advance and the paid issuance expenses meet the provisions for replacement within 6 months after the arrival of the raised funds, Comply 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, the Listing Rules of GEM stocks of Shenzhen Stock Exchange, and the guidelines for the standardized operation of GEM listed companies of Shenzhen Stock Exchange.
In conclusion, the recommendation institution has no objection to the company’s use of the raised funds to replace the self raised funds that have been invested in the raised investment projects in advance and the issuance expenses have been paid.
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