Sinolink Securities Co.Ltd(600109) about Shanghai Yizhong Pharmaceutical Co.Ltd(688091)
Verification opinions on the adjustment of some raised investment projects
Sinolink Securities Co.Ltd(600109) (hereinafter referred to as ” Sinolink Securities Co.Ltd(600109) ” or “sponsor”) as a sponsor of Shanghai Yizhong Pharmaceutical Co.Ltd(688091) (hereinafter referred to as ” Shanghai Yizhong Pharmaceutical Co.Ltd(688091) ” or “company”) initial public offering of shares, listing on the science and innovation board and continuous supervision, In accordance with 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 funds raised by listed companies, the measures for the administration of funds raised by listed companies of Shanghai Stock Exchange and the measures for the continuous supervision of companies listed on the science and Innovation Board (for Trial Implementation), and other relevant provisions, The construction contents of the adjustment project of Shanghai Yizhong Pharmaceutical Co.Ltd(688091) raised investment project “annual output of 5 million paclitaxel polymer micelles for injection and supporting facilities construction” and the adjustment of the proposed investment amount of raised funds among different implementation entities have been verified. The specific conditions are as follows:
1、 Basic information of raised funds
With the approval of the reply on Approving the registration of Shanghai Yizhong Pharmaceutical Co.Ltd(688091) initial public offering (zjxk [2021] No. 2595) issued by the China Securities Regulatory Commission on August 3, 2021, the company publicly issued 26.45 million RMB common shares (A shares) to the public, with a par value of 1 yuan per share and an issue price of 38.10 yuan per share, The total amount of funds raised is 1007.745 million yuan. After deducting the issuance expenses of 71.7145 million yuan, the net amount of funds raised is 936.0305 million yuan.
As of September 3, 2021, the net amount of 936030500 yuan raised by the company has been fully in place. Rongcheng Certified Public Accountants (special general partnership) has verified the availability of the company’s raised funds and issued the capital verification report (Rongcheng Yan Zi [2021] No. 201z0041). The company has carried out special account storage and management of the above raised funds in accordance with the regulations, And signed a supervision agreement on the storage of the special account of raised funds with the recommendation institution and the supervision Bank of the special account of raised funds.
2、 The basic information of the raised investment projects disclosed in the prospectus and the amount of funds to be invested in each raised investment project
According to the prospectus of Shanghai Yizhong Pharmaceutical Co.Ltd(688091) initial public offering and listing on the science and innovation board and the deliberation of the eighth meeting of the first board of directors and the seventh meeting of the first board of supervisors, the actual net amount of funds raised in this public offering is 936030500 yuan, which is less than the original amount of funds raised of 1033280000 yuan. In order to ensure the smooth implementation of the investment projects with raised funds, Combined with the actual situation of the company, the use plan of the raised funds of the company’s raised investment projects has been adjusted as follows:
Unit: Yuan
Proposed investment before the adjustment of the total investment of the raised investment project and the amount of funds to be invested after the adjustment
Annual output of 5 million paclitaxel polymer micelles for injection 427680000.00 427680000.00 330430479.15 and supporting facilities construction note 1
Clinical study of paclitaxel polymer micelles for injection to expand the indications of 205600000.00 205600000.00 205600000.00
Marketing network construction 100000000.00 100000000.00 100000000.00
Supplementary working capital and business development fund 300000000.00 300000000.00 300000000.00
Total 1033280000.00 936030479.15
Note 1: “the construction of paclitaxel polymer micelles and supporting facilities with an annual output of 5 million units for injection” will be implemented by the wholly-owned subsidiary Shanghai Lianzheng Biotechnology Co., Ltd. for the construction of comprehensive production plant and other civil works, and Shanghai Yizhong Pharmaceutical Co.Ltd(688091) will be responsible for the construction of automatic production, testing and packaging production lines, as well as the transformation and construction of existing energy supply and environmental protection facilities.
3、 Adjustment of some raised investment projects, reasons for adjustment and impact on the company
(I) adjustment and reasons for the construction content of the project of “annual output of 5 million paclitaxel polymer micelles for injection and supporting facilities construction” of the raised investment project
The company’s core product paclitaxel micelles has been approved for listing, and the drug approval number is Guoyao Zhunzi h20210047. The company’s existing capacity of paclitaxel micelles is 1 million pieces of 30 mg paclitaxel micelles, and the commercialization and sales process of products has been promoted.
In order to improve the production capacity as soon as possible and meet the needs of the company’s future product production and market sales, the company plans to adjust the construction contents of the raised investment project of “annual output of 5 million paclitaxel polymer micelles for injection and supporting facilities construction” as follows:
According to the original construction plan, the company and its wholly-owned subsidiary Lianzheng technology plan to build three floors of new plants, two automatic washing, drying, filling and rolling, automatic detection and packaging production lines, equipped with 8 freeze-drying units, and upgrade the existing auxiliary material production, quality inspection center, steam supply and sewage treatment system, so as to form an annual production capacity of 5 million paclitaxel micelles.
Now, based on the actual needs of the company’s production and operation and the construction of raised investment projects, the company plans to adjust the construction scheme of the raised investment project of “annual output of 5 million paclitaxel polymer micelles for injection and supporting facilities construction” as follows: (1) in order to improve the use efficiency of raised funds, increase the company’s production capacity as soon as possible, and ensure the marketing demand of paclitaxel polymer micelles for injection and the development of the company, The company plans to add an automatic washing, drying, filling and rolling, automatic detection and packaging production line in the idle floor area of the existing plant of Lianzheng technology, a wholly-owned subsidiary, equipped with three freeze-drying units. The total area of the area is about 1637.10 m2, which meets the conditions for adding the above production equipment. At the same time, the production of existing auxiliary materials Upgrade the quality inspection center and public facilities such as steam supply and sewage treatment system; (2) Based on the needs of modern pharmaceutical plant construction, the building floor of the company’s new plant is adjusted to 7 floors, with a total floor area of about 2520.00 m2 and a total building area of about 20000.00 m2. It is planned to build two automatic washing, drying, filling and rolling, automatic detection and packaging production lines, equipped with 8 freeze-drying units, and gradually form the production capacity of 5 million paclitaxel micelles per year.
(II) adjustment of the proposed investment amount of the raised funds among different implementation entities of the raised investment project “annual output of 5 million paclitaxel polymer micelles for injection and supporting facilities construction” and the reasons
The company’s fund-raising investment project “construction of paclitaxel polymer micelles and supporting facilities with an annual output of 5 million units for injection” will be jointly implemented by Shanghai Yizhong Pharmaceutical Co.Ltd(688091) and Lianzheng technology, a wholly-owned subsidiary of Shanghai Yizhong Pharmaceutical Co.Ltd(688091) , in which Shanghai Yizhong Pharmaceutical Co.Ltd(688091) is responsible for the construction of automatic production, testing and packaging production lines, as well as the transformation of existing energy supply and environmental protection facilities; Shanghai Yizhong Pharmaceutical Co.Ltd(688091) by borrowing from Lianzheng technology, Lianzheng technology is responsible for the construction of comprehensive production plant and other civil works.
Now, based on the actual needs of the project of “construction of paclitaxel polymer micelles and supporting facilities with an annual output of 5 million units for injection”, the company plans to increase the construction floor and building area of the production comprehensive plant of the project. Since the civil works such as the construction of the production comprehensive plant of the project are implemented by Lianzheng technology, a wholly-owned subsidiary, in order to ensure the timely and smooth progress of the construction of the raised investment project, Improve the use efficiency of the raised funds and ensure that the company’s “annual output of 5 million paclitaxel polymer micelles for injection and supporting facilities construction” raised investment project is completed on time and in an orderly manner. The company plans to adjust the investment amount between different implementation entities of the raised investment project, The raised funds to be invested by Lianzheng technology are still implemented by the company in the form of interest free loans to Lianzheng Technology:
Unit: Yuan
The implementation subject of the total investment of the raised funds of the raised investment project originally planned to use it, and it is planned to use it after the adjustment of the raised funds
Capital raised
Annual output of 5 million injection purple Shanghai Yizhong Pharmaceutical Co.Ltd(688091) 273535479.15 193535479.15 paclitaxel polymer micelles and 330430479.15
Set of facilities construction Lianzheng technology 56895000.00 136895000.00
The adjustment of the investment amount between different implementation entities of the raised investment project is conducive to the efficient implementation of the raised investment project of “annual output of 5 million paclitaxel polymer micelles for injection and supporting facilities” and the future development needs of the company.
(III) the impact on the company of the adjustment of the construction content of the raised investment project “annual output of 5 million paclitaxel polymer micelles for injection and supporting facilities” and the adjustment of the proposed investment amount of raised funds among different implementation entities
The adjustment of the construction content of the “annual output of 5 million paclitaxel polymer micelles for injection and supporting facilities” project, the adjustment of the amount of funds to be invested by different implementation entities, and the total amount of funds to be invested in the project remain unchanged. The above adjustment is made by the company based on the actual needs of the current construction of the project, It is carefully proposed by the company after full research and demonstration. It is carried out around the company’s main business, which is in line with the purpose of raising funds, It complies with 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, the guidelines for the application of self regulatory rules for listed companies on the science and Innovation Board of Shanghai Stock Exchange No. 1 – standardized operation, and the company’s raised funds management system, and there is no damage to the interests of the company and shareholders. This adjustment is conducive to ensuring the smooth implementation of raised investment projects and will not have an adverse impact on the normal use of raised funds. It is in line with the relevant provisions of China Securities Regulatory Commission and Shanghai Stock Exchange on the management of raised funds of listed companies.
4、 Risk tips for the adjustment of some raised investment projects this time
(1) The construction of raised investment projects is affected by external supporting conditions. If the implementation conditions change due to the adjustment of relevant national or local policies, the implementation of the project may be subject to risks such as postponement, change and delay.
(2) Under the influence of macro-economy, industry development and other factors, the “construction of 5 million paclitaxel polymer micelles and supporting facilities for injection per year” of the raised investment project has a certain risk that the benefits of the project in the initial stage of operation do not meet the expectations.
(3) In addition to raising funds for the construction of the project, the company also has the demand for self raised funds, so there is also a risk that the self raised funds of the company can not meet the construction demand.
During the implementation of the raised investment project, the company will actively pay attention to the macro policies and industry trends at home and abroad, timely adjust the business strategy, strictly implement the provisions of corporate governance and internal control, strengthen the quality, budget and safety management of the project construction, continuously track the problems encountered in the process of project construction and operation, and actively communicate and coordinate, Take effective measures to solve problems and ensure that the project is completed and put into operation as soon as possible.
In addition, the above adjustment of the “annual output of 5 million paclitaxel polymer micelles for injection and supporting facilities construction” of the raised investment project still needs to comply with the filing procedures of the development and reform department, and the company will strictly comply with the relevant approval or filing procedures in accordance with the relevant regulations.
5、 Management of raised funds after adjustment of some raised investment projects
In order to ensure the safe use of raised funds, Shanghai Yizhong Pharmaceutical Co.Ltd(688091) and Lianzheng technology respectively opened special accounts for the storage of raised funds for the implementation of raised investment projects, and signed a tripartite / quadripartite supervision agreement on the storage of raised funds with the sponsor and the supervision Bank of raised funds. The company and its wholly-owned subsidiary Lianzheng technology will standardize the use of raised funds in strict accordance with the requirements 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 application of self regulatory rules for listed companies on the science and innovation board of Shanghai Stock Exchange No. 1 – standardized operation, so as to ensure the legal and effective use of raised funds.
6、 Procedures and special opinions on the adjustment and implementation of some raised investment projects this time
On February 7, 2022, the 11th meeting of the first board of directors and the 8th meeting of the first board of supervisors deliberated and adopted the proposal on adjusting the construction content of the raised investment project of “annual output of 5 million paclitaxel polymer micelles for injection and supporting facilities construction” Proposal on the adjustment of the amount of funds to be invested between different implementation entities of the raised investment project of “annual output of 5 million paclitaxel polymer micelles for injection and supporting facilities construction”, and the above proposal has been submitted to the first extraordinary general meeting of shareholders of the company in 2022 for deliberation. The independent directors and the board of supervisors of the company have expressed clear consent to the above matters.
(I) opinions of the board of directors
The board of directors of the company agreed to adjust the construction content of the project of “annual output of 5 million paclitaxel polymer micelles for injection and supporting facilities construction” and the proposed investment amount of raised funds among different implementation entities. Among them, the proposed investment amount of civil works such as the construction of Lianzheng science and technology production comprehensive plant was adjusted to 136895000.00 yuan; Shanghai Yizhong Pharmaceutical Co.Ltd(688091) for the construction of automatic production, testing and packaging production lines and the transformation of existing energy supply and environmental protection facilities, the amount of funds to be raised is adjusted to 193535479.15 yuan.
(II) opinions of independent directors
The independent directors believe that the construction content of the raised investment project of the company’s adjustment of the construction of paclitaxel polymer micelles and supporting facilities with an annual output of 5 million units for injection is based on the actual needs of the current raised investment project construction, meets the purpose of the raised funds, and has fulfilled the necessary procedures. It complies with 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, the guidelines for the application of self regulatory rules for listed companies on the science and Innovation Board of Shanghai Stock Exchange No. 1 – standardized operation, and the company’s raised funds management system, and there is no damage to the public
