Huatai United Securities Co., Ltd
About Jiangsu Jicui Yaokang Biotechnology Co., Ltd
Verification opinions on using raised funds to replace self raised funds invested in raised investment projects in advance and paid issuance expenses
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 the self raised funds that Yaokang biological intends to use the raised funds to replace the pre invested projects and the paid issuance expenses. 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 (hereinafter referred to as the "prospectus") 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
The company has made arrangements for the replacement of the raised funds in advance in the prospectus: before the funds raised in this offering are in place, the company can invest in advance with its own funds or self raised funds according to the actual situation of the project, and replace them after the raised funds are in place.
2、 Pre investment of self raised funds into projects invested with raised funds
Before the raised funds are in place, Yaokang biology has invested the raised funds in the project in advance with the self raised funds according to the project progress. As of April 30, 2022, the actual investment amount of Yaokang biology's self raised funds into the raised funds investment project in advance is RMB 6.2955 million, and the proposed replacement amount is RMB 6.2955 million. The details are shown in the table below:
Unit: 10000 yuan
No. total planned investment amount of raised funds for investment projects with raised funds self raised funds pre invested amount
1 model animal mouse R & D and breeding integrated base 6111258 40.50 construction project
2 real world animal model R & D and transformation project 2364028 589.05 sets
Total 8475286 629.55
3、 Advance payment of issuance expenses with self raised funds
The total issuance expenses (excluding tax) of the raised funds of Yaokang biology are RMB 1003979 million. Before the raised funds are in place, Yaokang biology has paid the issuance fee (excluding tax) of RMB 3.7587 million with self raised funds, and the amount to be replaced is RMB 3.7587 million. The issuing expenses paid with self raised funds are as follows: unit: 10000 yuan
S / n item name total issuance expenses (excluding tax for issuance paid with self raised funds in advance) total expenses (excluding tax)
1. Underwriting and recommendation fees 827875-
2 audit and capital verification expenses 700.00 174.53
3 lawyer fees 470.00 94.34
4. Information disclosure fee 457.55-
S / n item name total issuance expenses (excluding tax for issuance paid with self raised funds in advance) total expenses (excluding tax)
5. Issuance fee and others 133.49 107.00
Total 1003979 375.87
Grant Thornton Certified Public Accountants (special general partnership) conducted a special verification on the above-mentioned self raised fund investment projects and pre payment of issuance expenses, and issued the verification report on Jiangsu Jicui Yaokang Biotechnology Co., Ltd. pre investment of self raised fund investment projects and payment of issuance expenses (Grant Thornton zhuanzi (2022) No. 110a010833).
4、 Approval procedures and relevant opinions for the replacement of raised funds
(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 the raised funds to replace the self raised funds invested in the projects invested with raised funds in advance and the paid issuance expenses, and agreed to use the raised funds of RMB 6.2955 million to replace the self raised funds invested in the projects invested with raised funds in advance, It is agreed that the company will use the raised funds of RMB 3758700 to replace the self raised funds paid in advance. 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's use of raised funds to replace the advance investment of self raised funds is to ensure the smooth implementation of the construction of raised investment projects. It is very necessary to timely grasp the current market opportunities, speed up the construction of raised investment projects, realize the operation as soon as possible, expand the business scale and improve the economic benefits. If the raised funds of the listed company do not meet the requirements of the regulatory guidelines for the use of the raised funds in advance, the time for the replacement of the funds raised by the listed company does not meet the requirements of the regulatory guidelines for the use of the funds raised by the listed company in advance, which does not affect the normal use of the funds raised by the listed company in the 6th month Relevant provisions in Chapter V of the guidelines for self discipline supervision of companies listed on the science and Innovation Board of Shanghai Stock Exchange No. 1 - standardized operation. It is conducive to improving the use efficiency of raised funds and ensuring the smooth implementation of raised investment projects.
In conclusion, the board of supervisors agreed that the company should use the raised funds to replace the self raised funds invested in the investment projects of the raised funds in advance and pay the issuance expenses in advance.
(III) opinions of independent directors
The independent directors believe that the company's use of the raised funds to replace the self raised funds invested in the raised investment projects in advance and paid the issuance expenses meets the laws and regulations 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 guidelines for the self discipline supervision of listed companies on the science and Innovation Board of Shanghai Stock Exchange No. 1 - standardized operation Normative documents and relevant provisions on the use of raised funds of Listed Companies in the articles of association of Jiangsu Jicui Yaokang Biotechnology Co., Ltd. and the management system of raised funds of Jiangsu Jicui Yaokang Biotechnology Co., Ltd. The replacement time is no more than 6 months from the arrival time of the raised funds, does not conflict with the implementation plan of the raised funds investment project, does not change or change the investment direction of the raised funds in a disguised form, will not affect the normal progress of the raised funds investment project, will not adversely affect the construction of the raised funds investment project of the company, and will not damage the interests of the company and all shareholders, especially the minority shareholders.
In conclusion, the independent directors agree that the company will use the raised funds to replace the self raised funds invested in the investment projects of the raised funds in advance and pay the issuance expenses in advance.
(IV) assurance opinion of accounting firm
Grant Thornton Certified Public Accountants (special general partnership) issued the assurance report on Jiangsu Jicui Yaokang Biotechnology Co., Ltd. investing the raised funds in advance and paying the issuance expenses with self raised funds (Grant Thornton zhuanzi (2022) No. 110a010833), Zhitong Certified Public Accountants (special general partnership) believes that the disclosure in the special statement of Jiangsu Jicui Yaokang Biotechnology Co., Ltd. on pre investment of raised capital investment projects and payment of issuance expenses with self raised funds prepared by the board of directors of Yaokang biotechnology as of April 30, 2022 is consistent with the actual situation.
5、 Opinions of the sponsor
After verification, Huatai United Securities believes that the self raised funds used by Yaokang biological to replace the investment projects invested in the raised funds in advance and pay the issuance expenses in advance 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, and the special audit has been conducted by Zhitong accounting firm (special general partnership) and the necessary procedures have been performed, Moreover, the replacement time is less than 6 months from the arrival time of the raised funds, which complies 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 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; The use of 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 there is no change or disguised change in the investment direction of raised funds and damage the interests of shareholders. 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 opinions of Huatai United Securities Co., Ltd. on Jiangsu Jicui Yaokang Biotechnology Co., Ltd. using the raised funds to replace the self raised funds invested in the raised projects in advance and the paid issuance expenses)
Sponsor representative (signature):
Ji Li Hua Hong jiechao
Huatai United Securities Co., Ltd. (official seal)
