Securities code: Pacific Shuanglin Bio-Pharmacy Co.Ltd(000403) securities abbreviation: Pacific Shuanglin Bio-Pharmacy Co.Ltd(000403) Announcement No.: 2022013 Pacific Shuanglin Bio-Pharmacy Co.Ltd(000403)
Announcement on temporarily replenishing working capital with idle raised funds
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” and “listed company”) held the fourth meeting of the ninth board of directors and the third meeting of the ninth board of supervisors respectively on April 19, 2021, deliberated and adopted the proposal on using idle raised funds to temporarily supplement working capital, and agreed that the company should use part of idle raised funds not more than 300 million yuan to temporarily supplement working capital, The service life is no more than 12 months from the date of deliberation and approval by the board of directors of the company, and the company will return the full amount to the special account for raised funds before the expiration of the service life. In order to improve the use efficiency of the raised funds, according to the needs of the company’s operation and development and on the premise of ensuring the demand for the construction funds of the investment projects invested by the raised funds, the company plans to continue to use some idle raised funds of no more than 250 million yuan to temporarily supplement the working capital after the expiration of the use period of the amount considered at the fourth meeting of the ninth board of directors, The service life shall not exceed 12 months from the expiration date of the authorization at the fourth meeting of the ninth board of directors (April 19, 2022). On March 3, 2022, the company held the 10th meeting (interim meeting) of the 9th board of directors and the 8th meeting (interim meeting) of the 9th board of supervisors respectively, deliberated and approved the proposal on using idle raised funds to temporarily supplement working capital, and the board of directors agreed that the company would continue to use some idle raised funds not exceeding 250 million yuan to temporarily supplement working capital.
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. The company has carried out special account storage management for the raised funds in accordance with the regulations, and all the raised funds have been deposited in the special account for raised funds after they are received. The company has signed the tripartite supervision agreement for raised funds and the quadripartite supervision agreement for raised funds with the sponsor and the deposit Bank for raised funds. 2、 Purpose of raised funds
According to the draft report on issuing shares and paying cash to purchase assets and raising supporting funds and related party transactions (Revised Version) disclosed by the company on December 18, 2020, the raised supporting funds will be used for the new construction and relocation projects of plasma collection stations, new product R & D projects, after deducting the issuance expenses and paying the expenses of relevant intermediaries Information construction projects and supplementary working capital and debt repayment of listed companies and target companies, of which the proportion used to supplement working capital and repay debt will not exceed 50% of the total amount of supporting funds raised. The specific purposes of the raised matching funds are as follows:
No. project name total expected investment raised amount of project investment (10000 yuan) Fund (10000 yuan)
1. New construction and relocation project of plasma collection station 27 China Vanke Co.Ltd(000002) 500000
2 new product R & D project 44949903500000
3. Informatization construction project 16 Ping An Bank Co.Ltd(000001) 500000
4. Supplement the working capital of the listed company and the target company and repay the debt 80 China High-Speed Railway Technology Co.Ltd(000008) 000000
5. Pay relevant intermediary fees 5 Shenzhen Fountain Corporation(000005) 00000
Total 172949901 Shanghai Pudong Development Bank Co.Ltd(600000) 0
3、 Use of raised funds
(I) use of raised funds
As of December 31, 2021, the company has used a total of 10312155 million yuan of raised funds for fund-raising projects, and used 205 million yuan of idle raised funds to temporarily supplement working capital. The balance of the company’s raised funds (including bank deposit interest and cash management income) is 3765661 million yuan, including 3637845 million yuan of unused raised funds and 127817 million yuan of net interest and financial management income.
(II) temporary replenishment of working capital with idle raised funds in the previous time
On April 19, 2021, the fourth meeting of the ninth board of directors deliberated and approved the proposal on using idle raised funds to temporarily supplement working capital. The board of directors agreed that the company should use some idle raised funds of no more than 300 million yuan to temporarily supplement working capital, and the service life should be no more than 12 months from the date of deliberation and approval by the board of directors.
The amount of raised funds actually used by the company to temporarily replenish working capital is 205 million yuan. So far, 100 million yuan has been returned, and the remaining 105 million yuan will be fully returned to the special account for raised funds before the expiration of the service life, and the above return shall be notified to the company’s independent financial adviser for verification in time.
4、 Matters of using idle raised funds to supplement working capital this time
As the construction of the project invested by the raised funds needs a certain period, the company will temporarily supplement the working capital with the idle raised funds according to the construction progress of the project invested by the raised funds. After the expiration, the raised funds will still be partially idle.
In order to improve the use efficiency of the company’s funds, on the premise of ensuring the capital demand of the investment projects with raised funds, in accordance with the provisions of relevant laws, regulations and normative documents, such as the stock listing rules of Shenzhen Stock Exchange, the self regulatory guidelines for listed companies of Shenzhen Stock exchange No. 1 – standardized operation of listed companies on the main board, The company plans to continue to use part of the idle raised funds of no more than 250 million yuan to temporarily supplement the working capital after the expiration of the use period of the quota considered at the fourth meeting of the ninth board of directors, and the use period shall not exceed 12 months from the expiration date of the authorization at the fourth meeting of the ninth board of directors (April 19, 2022). The board of directors considered that the idle raised funds will be used to supplement the working capital. After the expiration, the company will return them to the special account for raised funds in time, which will not affect the normal progress of the investment projects of raised funds. The specific circumstances are as follows:
(I) the purpose of using idle raised funds to supplement working capital this time
Based on the temporary use of idle funds raised by the company after the construction period, the current idle funds can be temporarily used to supplement the working capital. According to the construction progress of the project, the raised funds can be temporarily used to improve the efficiency, There is no disguised change in the investment direction of the raised funds and damage to the interests of shareholders, which will not affect the normal progress of the investment projects of the raised funds. Using some idle raised funds of no more than 250 million yuan to temporarily supplement the working capital is expected to reduce the company’s interest expenditure by 9.25 million yuan every 12 months (this data is calculated according to the one-year loan market quotation interest rate of 3.7%, which is only the calculation data), which is conducive to improving the company’s fund use efficiency, reducing financial expenses and improving operating efficiency.
(II) relevant instructions for temporarily replenishing working capital with idle raised funds this time
The idle raised funds are used to temporarily supplement the working capital, change the purpose of the raised funds in the same phase, or affect the normal progress of the investment plan of the raised funds; Before the due date of this temporary replenishment of working capital, return this part of funds to the special account of raised funds in time, which will not affect the normal progress of the investment project of raised funds; The temporary replenishment of working capital with idle raised funds will be limited to the production and operation related to the main business, and the idle raised funds will not be used for high-risk investments such as securities investment and derivatives trading directly or indirectly. If there is a construction fund gap caused by the implementation progress of the investment project with raised funds exceeding the current expectation, the company will return the raised funds in time to ensure that the project progress will not be affected.
5、 Relevant approval procedures and audit opinions
(I) deliberations of the board of directors
The 10th meeting of the 9th board of directors of the company deliberated and approved the proposal on using idle raised funds to temporarily supplement working capital, and agreed that the company would continue to use some idle raised funds of no more than 250 million yuan to temporarily supplement working capital after returning the previous idle raised funds as scheduled, The service life shall not exceed 12 months from the expiration date of the authorization at the fourth meeting of the ninth board of directors (April 19, 2022).
(II) opinions of independent directors
Part of the idle raised funds used by the company this time shall not exceed 250 million yuan to temporarily supplement the working capital, which will not affect the normal progress of the raised investment project, and there is no situation of changing the investment direction of the raised funds in a disguised manner and damaging the interests of the company and all shareholders, especially the minority shareholders. The use period of the raised funds shall not exceed 12 months from the expiration date of the authorization at the fourth meeting of the ninth board of directors (April 19, 2022), and the corresponding approval procedures have been performed, Comply 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 and the guidelines for the self discipline supervision of listed companies of Shenzhen Stock Exchange No. 1 – standardized operation of listed companies on the main board. Based on independent judgment, the independent directors of the company unanimously agreed that the company would continue to use some idle raised funds of no more than 250 million yuan to temporarily supplement working capital.
(III) deliberation of the board of supervisors
The eighth meeting of the ninth board of supervisors of the company deliberated and approved the proposal on using idle raised funds to temporarily supplement working capital. After examination, the board of supervisors believed that the deliberation procedure of using some idle raised funds to temporarily supplement working capital was in line with relevant regulations, and there was no behavior of changing the purpose of raised funds in a disguised manner, It has not affected the construction of the raised funds and the normal operation of the company, and there is no situation that damages the interests of minority shareholders. It is agreed that the company will continue to use some idle raised funds of no more than 250 million yuan to temporarily supplement working capital, and the service life will not exceed 12 months from the expiration date of the authorization at the fourth meeting of the ninth board of directors (April 19, 2022).
(IV) verification opinions of independent financial advisor
Upon verification, Guotai Junan Securities Co.Ltd(601211) believes that:
The listed company plans to use part of the idle raised funds to temporarily supplement the working capital. After deliberation and approval by the board of directors, the independent directors and the board of supervisors of the company have expressed their explicit consent, and have performed the necessary decision-making procedures, in line with the provisions on the decision-making procedures for the use of raised funds in relevant laws, regulations and normative documents.
In conclusion, the independent financial advisor has no objection to the company’s use of some idle raised funds to temporarily supplement working capital.
6、 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
