Securities code: Pacific Shuanglin Bio-Pharmacy Co.Ltd(000403) securities abbreviation: Pacific Shuanglin Bio-Pharmacy Co.Ltd(000403) Announcement No.: 2022012 Pacific Shuanglin Bio-Pharmacy Co.Ltd(000403)
Announcement on the use of temporarily idle raised funds for cash management
The company and all members of the board of directors guarantee that the contents of the announcement are true, accurate and complete without false records, misleading statements or major omissions.
Pacific Shuanglin Bio-Pharmacy Co.Ltd(000403) (hereinafter referred to as “the company”) held the second extraordinary general meeting of shareholders in 2021 on April 2, 2021, deliberated and approved the proposal on using temporarily idle raised funds for cash management, and agreed that the company would use temporarily idle raised funds with an amount not exceeding RMB 1.48 billion for cash management. In order to improve the use efficiency of the raised funds and promote the business development of the company, the company held the 10th meeting of the 9th board of directors (interim meeting) and the 8th meeting of the 9th board of supervisors (interim meeting) respectively on March 3, 2022 on the premise of following the principle of maximizing the interests of shareholders and ensuring the demand for construction funds of the investment projects with raised funds, The proposal on using temporarily idle raised funds for cash management was deliberated and adopted. The board of directors agreed that the company would continue to use temporarily idle raised funds with an amount of no more than 600 million yuan for cash management and invest in low-risk, short-term (no more than one year) principal guaranteed products, including but not limited to principal guaranteed financial products, structured deposits, etc, The term of investment products is 2022 and can be used on a rolling basis. The proposal still needs to be submitted to the first extraordinary general meeting of shareholders of the company in 2022 for deliberation.
1、 Basic information of raised funds
Approved by the reply of China Securities Regulatory Commission (hereinafter referred to as “CSRC”) on approving Nanfang Shuanglin biopharmaceutical Co., Ltd. to issue shares to Harbin tongzhicheng Technology Development Co., Ltd. to purchase assets and raise supporting funds (zjxk [2020] No. 3412), The company non publicly issued 48004800 RMB ordinary shares (A shares) to specific objects and was listed and traded on the main board of Shenzhen Stock Exchange on February 23, 2021. The price of the company’s non-public offering of shares is 33.33 yuan / share, and the total amount of funds raised is 15999998400 yuan. After deducting the issuance expenses of 2475800480 yuan, the net amount of funds raised is 157524197920 yuan. The availability of the above funds has been verified by Dahua Certified Public Accountants (special general partnership) in the capital verification report dhyz [2021] 000075. Later, the company changed from a small-scale VAT taxpayer to a general taxpayer in April 2021. The input tax of some issuance expenses is 120962264 yuan, which can be deducted, and the actual issuance expenses are 120962264 yuan lower than before. After the raised funds are deposited in the special account of the company and the supervision institution, all the raised funds have been deposited in the special account of the company and the supervision institution in accordance with the provisions of the special agreement on the management of raised funds. 2、 Use of raised funds and idle reasons
As the construction of the project invested by the raised funds needs a certain period, the company has some idle funds at this stage according to the construction progress of the project invested by the raised funds. In order to improve the use efficiency of the company’s funds, under the condition of not affecting the construction of investment projects with raised funds and the normal operation of the company, the rational use of some temporarily idle raised funds for cash management can increase the capital income and obtain more returns for the company and shareholders.
3、 Basic information of cash management using some temporarily idle raised funds this time
The company plans to use some temporarily idle raised funds with an amount of no more than 600 million yuan for cash management. The details are as follows:
(I) investment varieties: in order to control investment risks, the investment varieties used by the company for cash management are low-risk, short-term (no more than one year) principal guaranteed products, including but not limited to principal guaranteed financial products, structured deposits, etc., and do not involve the venture capital varieties specified in the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 1 – standardized operation of listed companies on the main board.
(II) investment quota: the company conducts cash management with idle raised funds with a total quota of no more than 600 million yuan, which can be used on a rolling basis in 2022. The company’s investment products shall not be used for pledge, and the special settlement account for products shall not deposit non raised funds or be used for other purposes.
(III) investment period: valid in 2022.
(IV) implementation period of authorization: the board of directors of the company authorizes the management of the company to exercise relevant decision-making power within the above limit. Its authority includes but is not limited to selecting qualified issuers of investment products, determining specific investment amount, signing relevant contracts or agreements, etc., which shall be organized and implemented by the financial department of the company.
4、 Investment risk and risk control measures
Although the principal guaranteed products have been strictly evaluated, the financial market is greatly affected by the macro-economy. It is not ruled out that the investment is affected by market fluctuations. For investment risks, the company plans to take the following measures:
(I) the company will timely analyze and track the investment direction of the invested products and the progress of the project. If the evaluation finds that there are risk factors that may affect the safety of the company’s funds, the company will timely take corresponding measures to control the investment risk.
(II) independent directors, the board of supervisors and the recommendation institution have the right to supervise and inspect the use of funds, and can hire professional institutions to audit when necessary.
(III) the board of directors of the company is responsible for timely performing the obligation of information disclosure in accordance with the relevant provisions of the CSRC and Shenzhen Stock Exchange.
5、 Impact on the daily operation of the company
(I) the company uses the temporarily idle raised funds for cash management and invests in principal guaranteed products on the premise of ensuring the safety of the funds required for the company’s raised investment projects and the principal of the raised funds. There is no disguised change in the purpose of the raised funds, which will not affect the normal turnover needs of the company’s daily funds and the normal operation of the raised funds investment projects, It will not affect the normal development of the company’s main business.
(II) choosing principal guaranteed products with high security, good liquidity, low risk and income higher than the bank deposit interest rate in the same period can effectively improve the capital use efficiency, obtain certain investment benefits and further improve the performance level of the company.
6、 Relevant approval procedures and audit opinions
(I) deliberations of the board of directors
The 10th meeting (temporary meeting) of the 9th board of directors of the company deliberated and approved the proposal on using temporarily idle raised funds for cash management, and agreed that the company would continue to use temporarily idle raised funds with an amount of no more than 600 million yuan for cash management and invest in low-risk, short-term (no more than one year) principal guaranteed products, Including but not limited to principal guaranteed financial products, structured deposits, etc. The term of investment products is 2022 and can be used on a rolling basis. In addition, the company’s management is authorized to exercise investment decision-making power within the limit and sign relevant legal documents. The company’s financial department is responsible for the specific organization and implementation.
(II) opinions of independent directors
At present, the company’s operation is in good condition, and the construction of raised investment projects is steadily advancing. On the premise of ensuring the normal use plan of the company’s raised funds and ensuring the safety of the raised funds, it is agreed to use the temporarily idle raised funds with an amount of no more than 600 million yuan for cash management. The company’s cash management of temporarily idle raised funds is conducive to improving the use efficiency of idle raised funds and increasing the company’s investment income, which is in line with the interests of the company and all shareholders. The company uses the temporarily idle raised funds for cash management, and there is no situation that affects the normal progress of the investment projects of the raised funds or changes the investment purpose of the raised funds in a disguised form, and there is no situation that damages the interests of the company and all shareholders, especially the minority shareholders. The company has performed the necessary decision-making procedures for the cash management of the temporarily idle raised funds, which is in line with the provisions of relevant laws, regulations and normative documents.
Based on independent judgment, the independent directors of the company unanimously agreed that the company would continue to use the temporarily idle raised funds of no more than 600 million yuan for cash management.
(III) deliberation of the board of supervisors
The eighth meeting (temporary meeting) of the ninth board of supervisors of the company deliberated and approved the proposal on cash management with temporarily idle raised funds. After review, the board of supervisors believes that the deliberation procedures of the company for cash management with temporarily idle raised funds comply with relevant regulations, On the premise of ensuring the normal use plan of the company’s raised funds and ensuring the safety of the raised funds, using the temporarily idle raised funds for cash management will help to improve the use efficiency and income of the company’s funds, and there is no behavior of changing the purpose of the raised funds in a disguised manner, which will not affect the construction of the raised funds and the normal operation of the company, There is no situation that damages the interests of minority shareholders. It is agreed that the company will continue to use the temporarily idle raised funds with an amount of no more than 600 million yuan for cash management and invest in low-risk, short-term (no more than one year) principal guaranteed products, including but not limited to principal guaranteed financial products and structured deposits. The term of the investment products is 2022 and can be used on a rolling basis.
(IV) verification opinions of independent financial advisor
Upon verification, Guotai Junan Securities Co.Ltd(601211) believes that:
The company’s use of temporarily idle raised funds for cash management has been deliberated and approved at the 10th meeting of the 9th board of directors (interim meeting) and the 8th meeting of the 9th board of supervisors (interim meeting), and the board of supervisors and independent directors of the company have expressed explicit consent. In addition to the deliberation of the general meeting of shareholders, the company has fulfilled the approval procedures for investment decisions at this stage, and the approval procedures comply with the articles of association, the Listing Rules of Shenzhen Stock Exchange and the regulatory guidelines for listed companies No. 2 – regulatory requirements for the management and use of raised funds of listed companies.
In conclusion, the independent financial consultant has no objection to the company’s cash management using some idle raised funds this time.
7、 Documents for future reference
1. Resolutions of the 10th meeting (interim meeting) of the 9th board of directors;
2. Resolutions of the 8th meeting (interim meeting) of the 9th board of supervisors;
3. Independent opinions of independent directors on relevant proposals of the 10th meeting of the ninth board of directors;
4. Guotai Junan Securities Co.Ltd(601211) verification opinions on Pacific Shuanglin Bio-Pharmacy Co.Ltd(000403) using some idle raised funds to temporarily supplement working capital and carry out cash management.
It is hereby announced.
Pacific Shuanglin Bio-Pharmacy Co.Ltd(000403)
Board of directors
March 4, 2002
