Huajin Securities Co., Ltd
About Zjamp Group Co.Ltd(002758)
Verification opinions on the extension of some investment projects with raised funds
Huajin Securities Co., Ltd. (hereinafter referred to as the “sponsor”) as the sponsor of Zjamp Group Co.Ltd(002758) (hereinafter referred to as the “company” ” Zjamp Group Co.Ltd(002758) “) for the public issuance of convertible corporate bonds in 2018, continued to supervise and recommend according to the measures for the administration of securities issuance and listing recommendation business and the guidelines for the recommendation of listed companies of Shenzhen Stock Exchange The guidelines for the standardized operation of listed companies of Shenzhen Stock Exchange and other relevant provisions have carefully verified the verification opinions on the extension of some investment projects with raised funds of the company. The verification conditions and verification opinions are as follows:
1、 Basic information of funds raised by public issuance of convertible corporate bonds
The reply on Approving the public issuance of convertible corporate bonds by Zhejiang Huatong Pharmaceutical Co., Ltd. (CSRC license [2018] was issued by China Securities Regulatory Commission No. 243), the company publicly issued 2.24 million convertible corporate bonds with a face value of 100 yuan each on June 14, 2018. The total amount of funds raised in this issuance is 224 million yuan. After deducting the expenses related to the issuance of RMB 6.4749 million, the net amount of raised funds was RMB 217.5251 million. All the above raised funds have been in place, which has been verified by Lixin Certified Public Accountants (special general partnership), and the capital verification report (xksbz [2018] No. zf10533) was issued on June 22, 2018.
The funds raised by the company through public issuance of convertible corporate bonds are intended to be used for the following two projects:
Unit: 10000 yuan
No. project name total investment proposed to use raised funds
1 expansion project with an annual output of 10000 tons of traditional Chinese medicine slices 28215.3616413.55
2. Technology R & D center project 9820.205338.96
Total 38035.5621752.51
2、 Use of raised funds
As of November 30, 2021, the actual use of the funds raised by the company’s public issuance of convertible corporate bonds is as follows:
S / n project name proposed to use raised funds accumulated raised funds
Investment amount investment progress (%)
The annual output of 10000 tons of Chinese herbal pieces is 16413.555279.1732 16% 1 expansion project
2 technology R & D center project 5338.963112.9258 31%
Total 21752.518392.0938 58%
3、 Delay and reasons of the investment project of the raised funds
(i) Extension of investment projects with raised funds
After adjusting the serial number item name,
Time to reach usable state time to reach usable state
Expansion project with an annual output of 10000 tons of traditional Chinese medicine decoction pieces from September 2021 to December 31, 2023
2 technology R & D center project September 2021 December 31, 2023
Zhejiang jingyuetang Pharmaceutical Co., Ltd., a subsidiary of the company, is responsible for the implementation of the “10000 ton annual output of traditional Chinese medicine decoction pieces expansion project” and “technology R & D center project” of the company’s fund-raising projects. On October 11, 2019, the company adjusted the investment structure and other related matters of the above projects and extended the construction period of the project to September 2021, See the announcement on adjusting the investment structure of some raised investment projects and other related matters (Announcement No.: 2019-072) disclosed by the company in the securities times and cninfo.com.cn on September 25, 2019. At present, combined with the progress of the implementation of the two projects, the company plans to extend the construction period of the project to December 31, 2023.
（2） Reasons for delay of investment projects with raised funds
The delay of the investment project with raised funds is mainly due to the following reasons:
1. Expansion project with an annual output of 10000 tons of Chinese Herbal Pieces: the company has adjusted and optimized the functions of the production workshop of Chinese Herbal Pieces in the original plant area, and the existing actual production capacity of Chinese herbal pieces has been greatly improved, which can meet the production and operation needs in the short term; At present, the civil engineering of the project is basically completed, but as a drug manufacturing project, the workshop needs to be constructed according to the product production process, Moreover, all links of relevant projects (including functional layout of each production workshop and warehouse, installation and commissioning of equipment and auxiliary facilities, etc.) have high hardware and software requirements. The project has large quantities, many links and high standards. The construction period required to reach the usable state needs to be extended accordingly.
2. Technology R & D Center Project: at present, the civil works have been basically completed, but in order to better reflect the cultural characteristics of traditional Chinese medicine and more efficiently meet the enterprises’ participation in the quality research, standard formulation and implementation of relevant products, it is necessary to make scientific and reasonable planning, adjustment and implementation of the internal structure layout of the building; Due to the large scale and wide coverage of the original design of the project, the relevant R & D facilities and equipment will be improved in succession according to the requirements of the national traditional Chinese medicine regulatory policy. In the implementation of the specific project, regardless of the optimization design, equipment selection bidding and subsequent installation and commissioning, relevant operation processes are also required, and may be affected by the policy, industry environment Due to the impact of epidemic prevention and control and other factors, it is expected to take more time to reach the usable state.
To sum up, according to the actual production capacity of the company, the project construction needs to be postponed in order to improve the fund use efficiency and ensure the project quality.
3、 Impact on the company caused by the delay of investment projects with raised funds
The postponement of the project invested with raised funds is a phased adjustment made by the company to the implementation progress of some raised investment projects according to the actual situation of production capacity and demand, which is conducive to improving the fund use efficiency, controlling the project risk and improving the comprehensive economic benefits of the company. The postponement of the company’s investment project with raised funds has not changed the purpose and implementation subject of the raised funds, and will not have a substantive impact on the implementation of the investment project with raised funds. There is no situation of changing the purpose of the raised funds in a disguised manner and damaging the interests of shareholders, which is in line with the relevant provisions of China Securities Regulatory Commission and Shenzhen Stock Exchange and the interests of the company and all shareholders, It is conducive to the long-term development of the company.
4、 Relevant review and approval procedures
On December 23, 2021, the company held the 18th meeting of the 4th board of directors and the 15th meeting of the 4th board of supervisors, deliberated and adopted the proposal on the extension of some raised investment projects of the company.
5、 Opinions of independent directors and board of supervisors on the change of raised investment projects
(i) Opinions of independent directors
The postponement of the raised investment project is a prudent decision made by the company to improve the project quality according to the actual situation of production capacity and demand, which is in line with the company’s development strategy and objective needs, is conducive to improving the use efficiency of the company’s funds and ensuring the smooth implementation of the raised investment project. The extension of the raised investment project does not change the implementation subject of the raised capital investment project, the investment direction of the raised capital and the substantive content of the project implementation, and there is no damage to the interests of shareholders. It is in line with the relevant laws, regulations and the articles of association of the China Securities Regulatory Commission and Shenzhen Stock Exchange on the management of raised funds of listed companies, and in line with the interests of the company and all shareholders.
（2） Opinions of the board of supervisors
After review, the board of supervisors believes that the extension of the investment project with raised funds is conducive to promoting the construction and use of the investment project with raised funds to be more in line with the actual needs and the company’s business development strategy and actual situation. The extension of the fund-raising investment project does not change the investment direction, implementation subject and substantive content of the project implementation of the raised funds, complies with the relevant laws, regulations and normative documents on the use of the raised funds of listed companies by China Securities Regulatory Commission and Shenzhen Stock Exchange, as well as the provisions of the articles of association, and conforms to the interests of the company and all shareholders, There is no case of changing the purpose of the raised funds in a disguised form and damaging the interests of shareholders.
6、 Opinions of the recommendation institution on the change of the raised investment project
The postponement of the company’s raised investment project is a prudent decision based on the objective needs of the company. The postponement of the raised investment project does not change the implementation subject, purpose and other substantive contents of the raised capital investment project, does not change the purpose of the raised capital in a disguised manner and damage the interests of shareholders, and will not have a significant impact on the implementation of the company’s raised capital investment project, Comply with the requirements of the guidelines for the standardized operation of listed companies of Shenzhen Stock Exchange, the stock listing rules of Shenzhen Stock Exchange and other relevant provisions. Zjamp Group Co.Ltd(002758) the extension of the raised investment project has been deliberated and approved by the board of directors of the company, and the independent directors and the board of supervisors have expressed their explicit consent. The sponsor has no objection to the extension of the raised investment project of the company.
(there is no text on this page, which is the signature and seal page of the verification opinions of Huajin Securities Co., Ltd. on the extension of Zjamp Group Co.Ltd(002758) some raised capital investment projects)
Sponsor representative:
Han Jia, Bi Zhaojun
Huajin Securities Co., Ltd. December 23, 2021
