Huatai United Securities Co., Ltd
About Jiangsu Jicui Yaokang Biotechnology Co., Ltd
Verification opinions on using self owned funds to pay part of the funds invested by raising funds and replacing them with the raised funds in the same amount
Huatai United Securities Co., Ltd. (hereinafter referred to as "Huatai United Securities" or "sponsor") is a sponsor of Jiangsu Jicui Yaokang Biotechnology Co., Ltd. (hereinafter referred to as "Yaokang biotechnology" or "company") for initial public offering and continuous supervision of listing on the science and innovation board, In accordance with the relevant provisions of 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 shares on the science and Innovation Board of Shanghai Stock Exchange, and the guidelines for the self regulatory supervision of listed companies on the science and Innovation Board of Shanghai Stock Exchange No. 1 - standardized operation, Due diligence has been conducted on Yaokang biological's use of its own funds to pay part of the funds raised for investment projects (hereinafter referred to as "raised investment projects") and the replacement of the same amount of raised funds. The specific verification is as follows:
1、 Basic information of raised funds and investment projects
With the approval of zjxk [2022] No. 542 document of China Securities Regulatory Commission, Yaokang biology publicly issued 50 million RMB common shares (A shares) to the public, with an issue price of 22.53 yuan per share, and the total amount of funds raised was 1126.5 million yuan. After deducting 1003979 million yuan of issuance expenses (excluding tax), the actual net amount of funds raised was 10261021 million yuan. As of April 18, 2022, the above raised funds have been actually in place, verified by Grant Thornton Certified Public Accountants (special general partnership), and issued the capital verification report (Grant Thornton YZ (2022) No. 110c000202). All the raised funds have been deposited in the special account for raised funds opened with the approval of the board of directors of the company. The company has signed a tripartite supervision agreement for raised funds with the sponsor and the commercial bank storing the raised funds.
The investment projects and use plans of the funds raised from the initial public offering of shares disclosed in the prospectus of Jiangsu Jicui Yaokang Biotechnology Co., Ltd. for initial public offering and listing on the science and innovation board are as follows:
Unit: 10000 yuan
No. project name total investment amount proposed to use raised capital investment amount
No. project name total investment amount proposed to use raised capital investment amount
1 model animal mouse R & D and breeding integrated base 6111258 Shanghai Pudong Development Bank Co.Ltd(600000) 0 land construction project
2 real world animal model R & D and transformation project 23640282200000 sets
Total 84752868200000
2、 The use of self owned funds to pay part of the funds raised for investment projects and the replacement of the same amount with the raised funds
(I) reasons for equal replacement
During the actual implementation of the company's raised investment project, it involves the payment of employee salary, house rental and use expenses and other expenses.
1. According to the measures for the administration of RMB bank settlement accounts of the people's Bank of China, the payment of personnel's salary needs to be handled through the company's basic deposit account. If the special account for raised funds is used to directly pay the salary of R & D personnel involved in raised investment projects, the company will pay personnel's salary through different accounts, which does not comply with relevant regulations, and the social insurance Housing provident fund and individual income tax are transferred uniformly from the company's account. 2. Since the development of many production and R & D businesses of the company involves the unified lease and use of animal houses, laboratories and other housing sites, and the lease and use of such housing sites are not distinguished by raised investment projects, it is difficult to pay the house lease and use expenses corresponding to animal houses, laboratories and other housing sites required for R & D of raised investment projects separately through each special account for raised funds, The rental and use expenses of the house shall be paid in advance with its own funds, and the house rental and use expenses apportioned by relevant departments of the raised investment project shall be replaced in equal amount every quarter.
During the implementation of raised investment projects, in order to improve the efficiency of operation and management, according to the actual needs and after relevant approval, the company plans to pay part of the funds for raised investment projects with its own funds first, and then make statistics on the amount of funds paid for raised investment projects with its own funds on a quarterly basis, and transfer the same amount from the special account for raised funds to the company's own fund account.
(II) equal replacement process specification
In order to ensure that part of its own funds are used in the raised investment projects in compliance and effectively, the specific operation process of using its own funds to pay part of the funds of the raised investment projects in advance and replacing them with the raised funds in equal amount is as follows:
1. The company shall establish a standing book for equal replacement of raised funds with its own funds, which shall record the time, amount, account and other information of the transfer of raised funds into its own fund account one by one.
2. The financial department of the company makes quarterly statistics on the salary of the personnel in the raised investment project and the house rental and use expenses shared by the relevant departments of the raised investment project. The salary of the personnel in the raised investment project will be collected and shared according to the input hours of the raised investment project counted by the relevant departments and the salary of the personnel provided by the human resources department. According to the above payment application form and salary distribution list, the financial department shall pay with its own funds in time, and prepare a summary of funds paid with its own funds for raised investment projects every quarter, submit it to the financial director (chief financial officer) for review, the general manager for approval, and send a copy to the sponsor representative.
3. The finance department will prepare a replacement application form for the funds paid for the raised investment projects with its own funds on a quarterly basis, which will be approved by the company's payment process and approved by the regulatory bank of the special account for raised funds, and then transfer the funds paid for the raised investment projects with its own funds from the special account for raised funds to the company's own fund account.
4. The recommendation institution and the recommendation representative shall continuously supervise the company's use of its own funds to pay part of the funds invested by raising funds and replace them with the same amount of the raised funds, and have the right to exercise the supervision power over the company by means of on-site verification and written inquiry on a regular or irregular basis. The company and the deposit bank of the raised funds shall cooperate with the verification and inquiry of the recommendation institution.
3、 Impact on the company's operation
The company plans to use its own funds to pay for relevant raised investment projects and replace them with raised funds in equal amount on a quarterly basis, which is conducive to improving the efficiency of the use of raised funds and the overall operation and management efficiency of the company, in line with the provisions of the guidelines for the supervision of listed companies No. 2 - regulatory requirements for the management and use of raised funds of listed companies, and the guidelines for the self-discipline supervision of listed companies on the science and Innovation Board of Shanghai Stock Exchange No. 1 - standardized operation, It will not affect the normal implementation of the company's raised investment projects, and there is no change or disguised change in the investment direction of the raised funds and damage the interests of the company and shareholders.
4、 Relevant review procedures
(I) deliberations of the board of directors and the board of supervisors
At the 12th meeting of the first board of directors and the 6th meeting of the first board of supervisors on May 17, 2022, the company passed the proposal on using its own funds to pay part of the funds raised for investment projects and replacing them with the raised funds in the same amount, and agreed to use its own funds to pay part of the funds raised for investment projects and replace relevant matters with the raised funds in the same amount. The independent directors of the company expressed their independent opinions on this matter.
(II) opinions of the board of supervisors
The board of supervisors believes that the company plans to pay for relevant raised investment projects with its own funds and replace them with raised funds in equal amount on a quarterly basis, which is conducive to improving the use efficiency of raised funds and the overall operation and management efficiency of the company, in line with the provisions of the guidelines for the supervision of listed companies No. 2 - regulatory requirements for the management and use of raised funds of listed companies and the guidelines for the self discipline supervision of listed companies on the science and Innovation Board of Shanghai Stock Exchange No. 1 - standardized operation, It will not affect the normal implementation of the company's raised investment projects, and there is no change or disguised change in the investment direction of the raised funds and damage the interests of the company and shareholders.
To sum up, the board of supervisors agreed that the company should use its own funds to pay part of the funds raised for investment projects, and replace relevant matters with the raised funds in the same amount.
(III) opinions of independent directors
The independent directors believe that the company's application to pay part of the funds raised for investment projects with its own funds and replace them with the raised funds in the same amount is conducive to improving the use efficiency of the raised funds, in line with the interests of the company, shareholders and investors, does not affect the normal progress of the company's investment projects with raised funds, and there is no situation of changing the investment direction of raised funds in a disguised manner and damaging the interests of shareholders.
To sum up, the independent directors agree that the company will use its own funds to pay part of the funds raised for investment projects and replace relevant matters with the raised funds in the same amount.
5、 Opinions of the sponsor
After verification, Huatai United Securities believes that Yaokang biology plans to use its own funds to pay part of the funds raised for investment projects and replace the same amount with the raised funds, which has been deliberated and approved by the board of directors and the board of supervisors of the company, and the independent directors have expressed their consent, The necessary procedures have been fulfilled, and this event complies with the relevant provisions of the guidelines for self discipline supervision of listed companies on the science and Innovation Board of Shanghai Stock Exchange No. 1 - standardized operation, the guidelines for supervision of listed companies No. 2 - regulatory requirements for the management and use of raised funds of listed companies, and the provisions of the management system for raised funds of Jiangsu Jicui Yaokang Biotechnology Co., Ltd. This time, the company uses its own funds to pay part of the funds invested by the raised funds and replaces the same amount with the raised funds, which will not affect the normal progress of the investment projects invested by the raised funds, nor will it change or disguise the investment direction of the raised funds and damage the interests of the shareholders of the company. The sponsor has no objection to the implementation of this matter by Yaokang biological.
(there is no text on this page, which is the signature page of the verification opinion of Huatai United Securities Co., Ltd. on Jiangsu Jicui Yaokang Biotechnology Co., Ltd. using its own funds to pay part of the funds invested in the project and replacing them with the raised funds in equal amount)
Sponsor representative (signature):
Ji Li Hua Hong jiechao
Huatai United Securities Co., Ltd. (official seal)
