Verification Opinion on the Adjustment of Construction Period for Fundraising Projects by CITIC Securities Co., Ltd.
CITIC Securities Co., Ltd. (hereinafter referred to as "CITIC Securities" or "the Sponsor") is the sponsor for China Resources BoYa Biopharmaceutical Group Co., Ltd. (hereinafter referred to as "BoYa Biopharmaceutical" or "the Company") regarding the private placement of A-shares in 2020. According to the Company Law of the People's Republic of China, the Securities Law of the People's Republic of China, and other relevant laws and regulations, the following verification opinion is provided regarding the delay of the company's fundraising project:
1. Event Overview
On March 19, 2026, the Company held the 18th meeting of the 8th Board of Directors, where it reviewed and approved the proposal on the adjustment of the construction period for the intelligent factory project. By optimizing the project investment and implementing a phased construction and investment strategy, the Company effectively reduced capital occupation, minimized idle fixed assets, and improved fund utilization efficiency. Additionally, the construction standards were further refined in accordance with the "Good Manufacturing Practice (GMP) for Pharmaceuticals (2010 Revision)" sterile drug appendix (draft for comments) published in March 2025 and the "Construction and Acceptance Standards for Cleanrooms in the Pharmaceutical Industry" published in September 2025. In line with the "Technical Guidelines for the Change of Production Sites for Listed Blood Products (Trial)" published in May 2025, the process validation batch production schedule was also standardized. The project completion acceptance time is proposed to be postponed by three months, with an expected completion in June 2026, and formal production after approval of the production site change in June 2028. According to the "Shenzhen Stock Exchange GEM Listing Rules," "Shenzhen Stock Exchange Self-Regulatory Guidelines No. 2 - Standard Operation of GEM Listed Companies," "Regulations on the Supervision of Fundraising by Listed Companies," and the Company's Articles of Association, this matter does not require submission to the shareholders' meeting for deliberation.
2. Basic Situation of Fundraising
According to the approval from the China Securities Regulatory Commission regarding the non-public issuance of shares by BoYa Biopharmaceutical Group Co., Ltd. (Zheng Jian Xu Ke [2018] No. 117), BoYa Biopharmaceutical issued 32,247,662 shares to four specific investors at a price of 31.01 yuan per share, raising a total of 999,999,998.62 yuan. After deducting various issuance expenses of 10,744,000.00 yuan, the net amount raised was 989,255,998.62 yuan. The above fundraising has been verified by Jiangsu Gongzheng Tianye Accounting Firm (Special General Partnership), which issued a "Verification Report" (Su Gong W[2018]B041). To standardize the management and use of the raised funds and protect investors' rights, the Company has implemented a special account storage system for the raised funds. After the funds were received, they were all deposited into a special account approved by the Board of Directors, and a "Tripartite Supervision Agreement on Fundraising" was signed with the sponsor and the commercial bank holding the raised funds.
3. Situation of Fundraising Investment Projects
(1) Balance of Special Fundraising Account
As of December 31, 2025, the balance of the Company's special fundraising account totaled 28,783,009.95 yuan. The specific situation of the account is as follows:
| Opening Bank | Bank Account | Amount in RMB (yuan) | Storage Form |
|---|---|---|---|
| CITIC Bank Nanchang Branch | 8115701013100148137 | 4,295,794.57 | Demand Deposit |
| Industrial and Commercial Bank of China Fuzhou Branch | 1511200929100050264 | 24,487,215.38 | Demand Deposit |
| Total | 28,783,009.95 |
(2) Usage and Balance of Fundraising
As of December 31, 2025, the total amount of raised funds used for the "Intelligent Factory for Blood Products (Phase I) Construction Project" was 499,069,217.81 yuan, with a balance of 28,783,009.95 yuan in the special fundraising account. The specific usage situation is as follows: