Verification opinions
Huatai United Securities Co., Ltd
About Jiangsu Jicui Yaokang Biotechnology Co., Ltd
Verification opinions on permanent replenishment of working capital with over raised funds
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, We have conducted prudent due diligence on the use of over raised funds by Yaokang biological to permanently supplement working capital. 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
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
Verification opinions
No. project name total investment amount proposed to use raised capital investment amount
Total 84752868200000
2、 The plan of permanently replenishing working capital with over raised funds this time
On the premise of ensuring the capital demand for the construction of the investment projects with raised funds and the normal implementation of the investment projects with raised funds, in order to meet the company's working capital demand, reduce financial costs, further improve the company's profitability, improve the use efficiency of raised funds, and safeguard the interests of listed companies and shareholders, According to 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 and the guidelines for the self discipline supervision of companies listed on the science and Innovation Board of Shanghai Stock Exchange No. 1 - standardized operation, the company plans to use part of the excess raised funds to permanently supplement the working capital for the company's business activities related to its main business, so as to meet the needs of the company's actual operation and development. The amount to be used for permanent replenishment of working capital this time is 60 million yuan, which does not exceed 30% of the net amount of over raised funds.
3、 Relevant instructions and commitments
The permanent replenishment of working capital with part of the over raised funds will be used for the production and operation related to the company's main business. There is no situation that changes the use purpose of the raised funds and affects the normal progress of the investment projects of the raised funds, so as to meet the company's working capital needs, reduce financial costs, further improve the company's profitability, improve the use efficiency of the raised funds, and safeguard the interests of listed companies and shareholders. The company promises that the cumulative amount used within each twelve months will not exceed 30% of the total amount of over raised funds; The permanent replenishment of working capital with some over raised funds this time is only used in the production and operation related to the main business, which will not affect the capital demand for the construction of raised investment projects. No high-risk investment and financial assistance for objects other than holding subsidiaries will be made within 12 months after the replenishment of working capital.
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 over raised funds to permanently supplement working capital, and agreed that the company would use over raised funds of RMB 60 million to permanently supplement working capital, which did not exceed 30% of the net amount of over raised funds. The independent directors of the company expressed their independent opinions on this matter.
(II) opinions of the board of supervisors
Verification opinions
The board of supervisors believes that the permanent replenishment of working capital with some over raised funds will be used for the production and operation related to the company's main business. There is no situation that changes the use purpose of the raised funds and affects the normal progress of the investment projects of the raised funds, so as to meet the company's working capital needs, reduce financial costs, further improve the company's profitability, improve the use efficiency of the raised funds, and safeguard the interests of listed companies and shareholders.
To sum up, the board of supervisors agreed to the company's use of over raised funds to permanently supplement working capital.
(III) opinions of independent directors
The independent directors believe that the contents and deliberation procedures of the company's plan to use the over raised capital of 60 million yuan to permanently supplement the working capital are in line with the provisions of relevant laws and regulations such as the Listing Rules of shares on the science and Innovation Board of Shanghai Stock Exchange, the regulatory guidelines for listed companies No. 2 - regulatory requirements for the management and use of raised funds of listed companies.
The company's use of part of the over raised funds to permanently supplement the working capital is conducive to improving the use efficiency of the raised funds. There is no case of changing the purpose of the raised funds in disguise, affecting the normal implementation of the investment projects of the raised funds, and damaging the interests of the company and all shareholders, especially the interests of small and medium-sized shareholders.
To sum up, the independent directors agree to the company's use of over raised funds to permanently supplement working capital.
5、 Opinions of the sponsor
After verification, Huatai United Securities believes that the use of over raised funds by Yaokang biology to permanently supplement working capital 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 and fulfilled the necessary procedures. This event complies with the relevant provisions of the guidelines on self discipline supervision of listed companies on the science and Innovation Board of Shanghai Stock Exchange No. 1 - standardized operation, the guidelines on 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 of raised funds of Jiangsu Jicui Yaokang Biotechnology Co., Ltd. This time, the company uses the over raised funds to permanently supplement the working capital, which will be used for the production and operation related to the company's main business. There is no situation that changes the use purpose of the raised funds and affects the normal progress of the investment projects of the raised funds, so as to meet the company's working capital needs, reduce the financial cost, further improve the company's profitability, improve the use efficiency of the raised funds, and safeguard the interests of listed companies and shareholders. The sponsor has no objection to the implementation of this matter by Yaokang biological.
Verification opinions
(there is no text on this page, which is the signature page of Huatai United Securities Co., Ltd. on the verification opinions of Jiangsu Jicui Yaokang Biotechnology Co., Ltd. on permanently replenishing working capital with over raised funds)
Sponsor representative (signature):
Ji Li Hua Hong jiechao
Huatai United Securities Co., Ltd. (official seal)
