Guotai Junan Securities Co., Ltd.
About Qingdao Haier Biomedical Co., Ltd
Special verification opinions on the deposit and use of raised funds in 2022
Guotai Junan Securities Co., Ltd. (hereinafter referred to as "Guotai Junan" or "sponsor") as the sponsor of Qingdao Haier Bio-Medical Co., Ltd. (hereinafter referred to as "Haier Bio" or "Company") for the initial public offering of shares and listing on the Science and Technology Innovation Board, according to the "Administrative Measures for Securities Issuance and Listing Sponsor Business", "Shanghai Stock Exchange Science and Technology Innovation Board Stock Listing Rules", "Listed Company Supervision Guidelines No. 2-Regulatory Requirements for the Management and Use of Funds Raised by Listed Companies", "Shanghai Stock Exchange Listed Companies Self-Regulatory Guidelines No. 1-Standardized Operation" and "Measures for Continuous Supervision of Listed Companies on the Science and Technology Innovation Board" and other relevant regulations, A prudent verification of the storage and actual use of the funds raised by Haier Bio in 2022 was carried out, and the verification opinions are as follows:
Basic situation of 1. raised funds
1, the initial public offering of shares to raise funds.
Approved by the Shanghai Stock Exchange's CRE Stock Listing Committee on July 30, 2019, and approved
On September 20, 2019, the China Securities Regulatory Commission issued the "Agreement on Consent to Qingdao Haier Biomedical
Approval for the Registration of the Initial Public Offering of Shares of a Joint Stock Company Limited (Securities Regulatory License [2019] No. 1742) approved Haier Bio to publicly issue 79,267,940 RMB common shares at an issue price of RMB 15.53 per share, and the total amount of funds raised was RMB 1,231,031,108.20, The actual amount received is RMB
1,161,576,074.14 yuan. The above raised funds were made available on October 22, 2019 and were approved by Ernst & Young Hua Ming
The accounting firm (general partnership) has examined and issued the Capital Inspection Report (Ernst & Young Hua Ming (2019) No. 61433766_J04).
2. Use of raised funds
As of December 31, 2022, the use and balance of the Company's proceeds were as follows:
The use and balance of the Company's proceeds are as follows:
Project amount (RMB)
1,161,576,074.14 of raised funds actually received on October 22, 2019
Less: 4,670,375.54 of other issuance expenses paid
Less: 605,937,018.44 amount of fund-raising project expenditure
Less: Permanent replenishment of working capital 30,550,000.00
Less: 530,000,000.00 of the amount of temporarily idle raised funds used for cash management at the end of the period.
Add: 55,659,579.69 of the cumulative income amount of cash management products raised.
Add: Accumulated interest income less fees 8,672,014.11
54,750,273.96 of the balance of funds raised as of December 31, 2022
2. fund-raising management
In order to regulate the use and management of raised funds and protect the rights and interests of investors, in accordance with the China Securities Regulatory Commission's "Guidelines for the Supervision of Listed Companies No. 2-Regulatory Requirements for the Management and Use of Funds Raised by Listed Companies" and "Shanghai Stock Exchange Science and Technology Innovation Board" "Stock Listing Rules" and other relevant laws, regulations, and regulatory documents, in October 2019, the Company and Guotai Junan and Bank of China Limited Qingdao Branch signed the "Tripartite Supervision Agreement on Special Account Storage of Raised Funds" to open a special account for raised funds and implement special account storage for raised funds.
The Company deposited the above raised funds in Bank of China Limited Qingdao Branch (account number 233839980798 and account number 223439986381).
The company held the 13th meeting of the first board of directors on December 5, 2019, and considered and approved the "off
In the motion on using the raised funds to pay in capital and increase capital to the wholly-owned subsidiary to implement the fund-raising project, it is agreed that the company will use the raised funds of 300 million yuan to pay in capital and increase capital to the wholly-owned subsidiary Qingdao Haier Biomedical Technology Co., Ltd. (formerly "Qingdao Haite Biomedical Technology Co., Ltd.", hereinafter referred to as "Haier Biomedical Technology") for the implementation of fund-raising projects.
The company, Haier Biomedical Technology and Guotai Junan and China Construction Bank Co., Ltd. Qingdao Haier Road Sub-branch signed the "Four-Party Supervision Agreement on the Storage of Raised Funds in Special Accounts." Haier Biomedical Technology has opened a special account for raising funds and implemented a special account for storing the raised funds.
As of December 31, 2022, the above regulatory agreement is in line with the "Tripartite Supervision of Fund Raising Special Account Storage".
There are no material differences in the Agreement (Model) and the agreement is being implemented in good condition.
Storage of special accounts for raised funds of the Company and its subsidiaries as of December 31, 2022
As follows:
Opening company Opening bank Bank account amount
Haier Bio Bank of China Limited Qingdao Branch 233839980798 3,246,871.94
Haier Bio Bank of China Limited Qingdao Branch 223439986381 1,150,015.15
Haier Bio China Construction Bank Corporation Qingdao Haier 37150198551000000893 50,353,386.87
Medical Science and Technology Road Subbranch
Total -54,750,273.96
3. actual use of funds raised in 2022
1. Use of funds for fund-raising investment projects (hereinafter referred to as "fund-raising projects")
As of December 31, 2022, the actual use of the raised funds can be found in "Schedule 1, Qingdao Haier".
Comparison of the use of funds raised by Biomedical Co ".
2, Pre-investment and replacement of fund-raising projects
The company held the 13th meeting of the first board of directors on December 5, 2019, and considered and approved the "on
The motion to use the proceeds to replace the pre-invested self-raised funds, agreeing to use the proceeds to replace the pre-invested self-raised funds.
The amount of self-raised funds invested in the fund-raising project is RMB 155,714,447.47, and the fund-raising funds have been used for replacement.
The issuance fee paid was RMB 2,836,050.32. Ernst & Young Hua Ming Certified Public Accountants (Special General Partnership)
A special audit of the matter was conducted and Ernst & Young Hua Ming (2019) No. 61433766_J11 was issued.
In the forensic report, the sponsor, Guotai Junan, also issued a special verification opinion on the replacement of the raised funds.
The independent directors and the board of supervisors of the company have expressed their explicit consent to this. As of December 31, 2019,
The aforementioned use of raised funds to replace the self-raised funds that have been invested in the fund-raising project and the own funds that have paid the issuance expenses.
Implementation completed.
The company does not use the initial public offering to raise funds to invest in the project in 2022.
The case of replacement.
3. Temporary replenishment of liquidity with idle raised funds
As of December 31, 2022, the Company had not used idle proceeds to fill liquidity.
4, Cash management of idle raised funds and investment in related products
The company held the sixth meeting of the second board of directors and the fifth meeting of the second board of supervisors on March 24, 2022
The second meeting, respectively, considered the "motion on the use of temporarily idle funds raised for cash management", agreed.
Without affecting the progress of the investment project of the raised funds and the plan for the use of the raised funds, the company uses temporarily idle raised funds of up to RMB 650 million (including the principal amount) to purchase investment products with high security, good liquidity and capital preservation commitments provided by the product issuer, which shall be valid for 12 months from the date of deliberation and approval by the board of directors, The above-mentioned amount of funds can be recycled and rolled within the validity period, authorize the Company's Chief Financial Officer to exercise decision-making authority on this matter and sign the relevant contractual documents within the validity period and the amount of funds. Company independent director
The Board of Directors, the Supervisory Board and the Sponsor have each expressed their consent to this. As of December 31, 2022,
The outstanding cash management products are as follows:
Issuing bank Product name Amount Expected annualized rate of return Subscription date Maturity date
($million)
Bank of China structured deposits 12,600.00 1.4% or 3.38 October 2022 January 30, 2023
Day 20
Bank of China structured deposits 12,400.00 1.4% or 3.38 October 2022 January 2023 31
Day 20
Bank of China structured deposits 1,900.00 1.4% or 3.3702 November 2022 February 2023 3
Day 2
Bank of China structured deposits 11,900.00 1.4% or 3.3702 November 2022 February 2023 3
Day 2
Bank of China structured deposits 2,100 1.4% or 3.37 November 2022 February 2023 2
Day 2
Bank of China structured deposits 12,100 1.4% or 3.37 November 2022 February 2023 2
Day 2
In 2022, the total investment income obtained by the Company and its subsidiaries for cash management using idle proceeds was RMB22.0944 million.
5, the savings to raise funds to permanently supplement the liquidity of the note.
The 18th Meeting of the First Board of Directors of the Company on June 19, 2020 and July 2020
The company's first extraordinary general meeting of shareholders in 2020 held on the 6th, respectively reviewed and approved the "Proposal on the Cconclusion of Some Fund-raising Projects and the Permanent Supplement of Working Capital with the Surplus Funds Raised", and agreed that the company will use the surplus of the "Haier Biomedical Industrialization Project" The initial public offering raised funds of RMB 30.555 million will be used to permanently supplement the company's working capital. The independent directors, the board of supervisors and the sponsor of the company have respectively expressed their agreed opinions on the matter. The amount of permanent supplementary company working capital actually withdrawn in the previous period was 30.55 million yuan, and there was no such matter in the current period.
4. changes in the use of funds for fundraising projects
The company has no fund-raising project changes in 2022.
Problems in the use and disclosure of 5. raised funds
In 2022, the company used the raised funds in strict accordance with the provisions and requirements of the Company Law, the Securities Law, the Shanghai Stock Exchange Science and Technology Innovation Board Stock Listing Rules, and the relevant laws and regulations of the China Securities Regulatory Commission, and timely, true, accurate, and Complete performance of relevant information disclosure work, there is no illegal use of raised funds.
6. sponsor verification work
The sponsor representative verified the storage and use of Haier Bio's raised funds and the implementation of the raised funds investment project through various methods such as data review, interviews and communication. It mainly includes: consulting the bank statements of the company's raised funds, payment vouchers of raised funds, relevant reports of intermediary agencies, relevant announcements on the use of raised funds, and communicating with relevant personnel of the company.
Verification opinions of 7. sponsor institutions
Upon verification, the sponsor believes that: the deposit and use of the funds raised by Haier Bio in 2022 are in line with the Measures for the Administration of Securities Issuance and Listing Sponsorship Business, the Rules for the Listing of Stocks on the Science and Technology Innovation Board of the Shanghai Stock Exchange, and the Guidelines for the Supervision of Listed Companies No. 2-Regulatory Requirements for the Management and Use of Funds Raised by Listed Companies "," Guidelines for Self-Regulatory Supervision of Listed Companies on the Shanghai Stock Exchange No. 1-Standardized Operation "and" "and other laws, regulations and institutional documents, the raised funds were stored and used in a special account, and the relevant information disclosure obligations were fulfilled in a timely manner. The specific use of the raised funds was consistent with the disclosed situation of the company. There was no disguised change in the use of the raised funds and damage to the interests of shareholders, and there was no illegal use of the raised funds.
(No text below)
(There is no text on this page, which is the signature page of Guotai Junan Securities Co., Ltd. on the special verification opinions on the deposit and use of funds raised by Qingdao Haier Biomedical Co., Ltd. in 2022)
Sponsor representative:
Wei Pengcheng Xiaohui
Guotai Junan Securities Co., Ltd.
March 28, 2023
Schedule 1:
Comparison table of the use of funds raised by Qingdao Haier Biomedical Co., Ltd.
Unit: RMB ten thousand yuan
Net proceeds (Note 1) 115,690.57 Total proceeds invested in the current year 21,893.26
0.00 of the total amount of raised funds for the change of use
The proportion of the total amount of funds raised for the change of use has been invested in the total amount of funds raised (Note 2) 60,593.70.
0%
Tired as of the end of the period
Changed projects, cumulative investment amount as of the end of the period, project feasibility as of the end of the period
Committed investment includes partial change of raised capital commitment after adjustment of raised capital annual investment amount and committed investment schedule can make this year's real whether it is expected to be heavy or not.
Investment projects (if any) total investment (1) total investment amount (2) amount of the difference (%)(4) with the status of the current benefits of the benefits of the big changes.
(3)=(1)=(2)(/ 1) period
-(2)
Haier Sheng
Medical No 30,000.00 30,000.00 392.45 22,504.62 7,495.38 75.02% 2019 Not applicable
Industrialization December (Note 3)
Project
Products and
Technical Research No 50,000.00 50,000.00 11,956.22 24,028.32 25,971.68 48.06% Not applicable Not applicable No
Input
Sales Network No 20,000.00 20,000.00 9,544.59 14,060.76 5,939.24 70.30% Not applicable Not applicable No
network construction
Total -100,000.00 100,000.00 21,893.26 60,593.70 39,406.30 60.59% --------
Reasons for not meeting the planned schedule (by specific fundraising projects) Not applicable
Description of circumstances in which there has been a significant change in the feasibility of the project Not applicable
For the advance investment and replacement of fund-raising investment projects, please refer to the relevant contents of "3. 2 advance investment and replacement of fund-raising projects" mentioned above.
Temporary replenishment of liquidity with idle raised funds Not applicable
Cash management of idle raised funds, investment-related products see the above-mentioned "3. 4 Cash management of idle raised funds, investment-related products" related content.
Permanent replenishment of liquidity with over-raised funds or repayment of bank loans Not applicable
For the amount of the fund-raising balance and the reasons for its formation, please refer to the above-mentioned "3. 5 Notes on Permanent Replenishment of Working Capital from Surplus Fund-raising Funds".
The change of the implementation location of the fund-raising investment project is not applicable.
Other use of raised funds Not applicable
Note 1: "Net proceeds" is the amount of proceeds actually received, less other issuance expenses paid.
Note 2: "The total amount of funds raised has been accumulated" includes the "cumulative amount invested" after the funds raised have been received and the actual amount invested in advance has been replaced.
Note 3: The "Haier Biomedical Industrialization Project" has been put into use since the end of 2019, and the project is widely used and involves a wide variety of products, so it is not possible to accurately calculate the revenue of the project.
Ticker Name
Percentage Change
Inclusion Date