Joincare Pharmaceutical Group Industry Co.Ltd(600380) pharmaceutical group signs tripartite supervision agreement
Stock Code: 600380 Stock Name: Joincare Pharmaceutical Group Industry Co.Ltd(600380) Announcement No.: pro 2022-015 Joincare Pharmaceutical Group Industry Co.Ltd(600380)
Announcement on signing the tripartite supervision agreement on the storage of raised funds in the special account
The board of directors and all directors of the company guarantee that there are no false records, misleading statements or major omissions in the contents of this announcement, and bear individual and joint liabilities for the authenticity, accuracy and completeness of its contents.
1、 Basic information of raised funds
With the approval of the reply on approving Joincare Pharmaceutical Group Industry Co.Ltd(600380) share allotment (zjxk [2018] No. 1284) issued by the China Securities Regulatory Commission, the company allotted 365105066 new shares to the original shareholders. The total amount of funds actually raised in this allotment is 1715993810.20 yuan, after deducting the issuance expenses of 46253565.29 yuan, the net amount of funds raised is 1669740244.91 yuan. As of October 16, 2018, the above raised funds had been in place, which was verified by Ruihua Certified Public Accountants (special general partnership) and issued the Joincare Pharmaceutical Group Industry Co.Ltd(600380) capital verification report (Ruihua Yan Zi [2018] No. 40060006). As of January 31, 2022, the company has used a total of 729.4139 million yuan of raised funds, including 701.3187 million yuan in previous years, 28.0952 million yuan of raised funds actually used in this year, and the balance of raised funds (excluding interest and other income) is 94.032630 yuan. 2、 Opening of special account for raised funds and signing of tripartite supervision agreement
On January 24, 2022, Joincare Pharmaceutical Group Industry Co.Ltd(600380) (hereinafter referred to as the company or Joincare Pharmaceutical Group Industry Co.Ltd(600380) ) held the 8th meeting of the 8th board of directors, deliberated and passed the proposal on changing some raised capital investment projects, and agreed that the company would change the construction project of Zhuhai great health industrial base into a new product research and development project, the expansion project of Haibin pharmaceutical Pingshan pharmaceutical industrialization base Information platform construction project. The proposal was deliberated and approved by the first extraordinary general meeting of shareholders in 2022 on February 11, 2022.
On January 24, 2022, the company held the 8th meeting of the 8th board of directors, deliberated and passed the proposal on opening a new special account for raised funds and proposing to sign a supervision agreement for raised funds, It is agreed that the company shall open a special account for raised funds (hereinafter referred to as “special account”) for the investment project of raised funds after the change, and implement special account storage management for the deposit and use of raised funds. The special account shall not deposit non raised funds or be used for other purposes. At the same time, it is agreed to authorize the management of the company to fully handle the signing of the tripartite supervision agreement on raised funds and other related matters.
In order to standardize the management of the raised funds of the company and protect the rights and interests of investors, according to 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 self discipline of listed companies of Shanghai Stock Exchange
Joincare Pharmaceutical Group Industry Co.Ltd(600380) pharmaceutical group signs tripartite supervision agreement
Recently, the company and its wholly-owned subsidiaries Shenzhen Madame Pharmaceutical Co., Ltd. (hereinafter referred to as Madame pharmaceutical), Shenzhen Haibin Pharmaceutical Co., Ltd. (hereinafter referred to as Shenzhen Haibin) Joincare Pharmaceutical Group Industry Co.Ltd(600380) Haibin Pharmaceutical Co., Ltd. (hereinafter referred to as: Joincare Pharmaceutical Group Industry Co.Ltd(600380) Haibin), together with the sponsor Minsheng Securities Co., Ltd., signed the tripartite supervision agreement on the storage of special account for raised funds (hereinafter referred to as the tripartite supervision agreement) with China Merchants Bank Co.Ltd(600036) Shenzhen Branch, Industrial Bank Co.Ltd(601166) Shenzhen Bagualing sub branch, Industrial And Commercial Bank Of China Limited(601398) Shenzhen Hongwei sub branch and China Everbright Bank Company Limited Co.Ltd(601818) Shenzhen University City sub branch respectively, There is no significant difference between the content of the agreement and the tripartite supervision agreement (model) for the storage of raised funds.
As of February 11, 2022, the opening and storage of the fund-raising account of the company are as follows: unit: RMB 10000
Account no. of account opening entity for raised funds
1 Joincare Pharmaceutical Group Industry Co.Ltd(600380) China Merchants Bank Co.Ltd(600036) 7559012810810 informatization platform 0.00 Shenzhen Branch Construction Project
2 Joincare Pharmaceutical Group Industry Co.Ltd(600380) Industrial Bank Co.Ltd(601166) 337110100100319937 new product R & D
Shenzhen Bagualing sub branch project 0.00
3 wife pharmaceutical China Industrial And Commercial Bank Of China Limited(601398) Co., Ltd. 40000219200079006 new product research and development
0.00 Company Shenzhen Hongwei sub branch project
4 Shenzhen Haibin Industrial Bank Co.Ltd(601166) 337050100100722059 new product research and development
Shenzhen Bagualing sub branch project 0.00
5 Joincare Pharmaceutical Group Industry Co.Ltd(600380) China China Everbright Bank Company Limited Co.Ltd(601818) Co., Ltd. 56510188000041754 new product research and development
Haibin Company Shenzhen University City sub branch project 0.00
3、 Main contents of the tripartite supervision agreement
In the agreement, Party A is the company or a wholly-owned subsidiary, Party B is the deposit bank and Party C is the sponsor. The main contents are as follows:
(I) the special account for raised funds is only used for the storage and use of raised funds invested in projects such as information platform construction projects or new product R & D projects, and shall not be used for other purposes.
(II) Party A and Party B shall jointly abide by the bill law of the people’s Republic of China, the measures for payment and settlement, the measures for the administration of RMB bank settlement accounts and other laws, regulations and rules.
(III) as the sponsor of Party A, Party C shall appoint the sponsor representative or other staff to supervise the use of the raised funds of Party A in accordance with relevant regulations.
Party C promises to perform the responsibility of recommendation for the management of Party A’s raised funds and carry out continuous supervision in accordance with the administrative measures for the recommendation business of securities issuance and listing, the guidelines for self discipline supervision of listed companies of Shanghai Stock Exchange No. 1 – standardized operation and the raised funds management system formulated by Party A.
Party C may exercise its supervision right by means of on-site investigation and written inquiry. Party A and Party B shall cooperate
Joincare Pharmaceutical Group Industry Co.Ltd(600380) pharmaceutical group signs tripartite supervision agreement
Party C’s investigation and inquiry. Party C shall check the storage of the special account at the same time when conducting regular on-site investigation according to the requirements of Shanghai Stock Exchange.
(IV) Party A authorizes Party C’s designated sponsor representatives Yu Chunyu and Ma Chujin to inquire and copy the information of Party A’s special account at any time; Party B shall timely, accurately and completely provide it with the required information about the special account.
When the sponsor representative inquires about the special account of Party A from Party B, he shall issue his own legal identity certificate; Other staff designated by Party C shall issue their own legal identity certificate and letter of introduction when inquiring about the special account of Party A from Party B.
(V) Party B shall issue a true, accurate and complete special account statement to Party A on a monthly basis (before the 10th of each month) and send a copy to Party C.
(VI) if Party A withdraws more than 50 million yuan from the special account in one time or within 12 months and reaches 20% of the net amount of the total amount of funds raised after deducting the issuance expenses (hereinafter referred to as the “net amount of funds raised”), Party A shall timely notify Party C by fax and provide the expenditure list of the special account.
(VII) Party C has the right to change the designated sponsor representative in accordance with relevant regulations. If Party C changes the recommendation representative, it shall notify Party B of relevant supporting documents in writing, and notify the contact information of the changed recommendation representative in writing in accordance with the requirements of Article 12 of this agreement. The replacement of the sponsor representative shall not affect the effectiveness of this agreement.
(VIII) if Party B fails to issue a statement of account to Party A in time for three times and fails to cooperate with Party C in the inquiry and investigation of the special account, Party A has the right or Party C can require Party A to unilaterally terminate this Agreement and cancel the special account for raised funds.
(IX) if Party C finds that Party A and Party B fail to perform this Agreement as agreed, it shall timely report in writing to the Shanghai Stock Exchange after knowing the relevant facts.
(x) this Agreement shall come into force from the date when the legal representatives (principals) or authorized representatives of Party A, Party B and Party C sign and affix the official seal or special seal for contract of their respective units, and shall become invalid from the date when all the funds in the special account are spent and the account is cancelled according to law.
4、 Documents for future reference
Tripartite supervision agreement on special account storage of raised funds
It is hereby announced.
February 12, 2002
