Citic Securities Company Limited(600030) about
Fujian Cosunter Pharmaceutical Co.Ltd(300436)
Verification opinions on using raised funds to increase capital to subsidiaries to implement raised investment projects
Citic Securities Company Limited(600030) (hereinafter referred to as " Citic Securities Company Limited(600030) ") as the sponsor of Fujian Cosunter Pharmaceutical Co.Ltd(300436) (hereinafter referred to as " Fujian Cosunter Pharmaceutical Co.Ltd(300436) " and "the company") issuing A-Shares to specific objects on GEM in 2020, in accordance with the administrative measures for securities issuance and listing sponsorship business and the Listing Rules of Shenzhen Stock Exchange on GEM The provisions of relevant laws, regulations and normative documents such as the guidelines for self-discipline supervision of listed companies of Shenzhen Stock Exchange No. 2 - standardized operation of companies listed on the gem, the guidelines for the recommendation of listed companies of Shenzhen Stock Exchange, and the guidelines for the supervision of listed companies No. 2 - regulatory requirements for the management and use of raised funds of listed companies, We have carefully verified the capital increase of Fujian Fujian Cosunter Pharmaceutical Co.Ltd(300436) Jintang Pharmaceutical Co., Ltd. (hereinafter referred to as "Jintang pharmaceutical") by Fujian Cosunter Pharmaceutical Co.Ltd(300436) using part of the raised funds, and issued the following verification opinions. This capital increase does not constitute a connected transaction, nor does it constitute a major asset reorganization as stipulated in the administrative measures for major asset reorganization of listed companies. This capital increase is within the approval authority of the board of directors of the company and does not need to be submitted to the general meeting of shareholders of the company for deliberation.
1、 Basic information of raised funds
According to the reply on Approving the registration of Fujian Cosunter Pharmaceutical Co.Ltd(300436) issuing shares to specific objects (zjxk [2020] No. 2748) issued by China Securities Regulatory Commission, the company issued 18777000 shares to specific objects at an issue price of 27.40 yuan / share, with a total raised capital of 51448980000 yuan and an issuance fee excluding tax of 1490566038 yuan, The net amount of funds actually raised was 49958413962 yuan. The raised funds have been transferred to the special storage account of raised funds opened by the company for this issuance to specific objects on June 21, 2021. The arrival of the above funds has been verified by Dahua Certified Public Accountants (special general partnership) and issued the capital verification report (Dahua Yan Zi [2021] No. 000437).
2、 Investment projects with raised funds
The fourth meeting of the Fourth Board of directors and the fourth meeting of the Fourth Board of supervisors of the company deliberated and adopted the proposal on adjusting the amount of raised funds to be invested in raised funds investment projects, and agreed to adjust the use of raised funds in raised funds investment projects as follows:
Unit: RMB 10000
No. project name investment amount to be used before adjustment raised fund amount to be used after adjustment raised fund amount
1. Construction project of integrated production base of API preparation 313018826500 Do-Fluoride New Materials Co.Ltd(002407) 087
2 Jiangsu Zhongxing preparation workshop construction project 15 Ping An Bank Co.Ltd(000001) 25 Shenzhen Properties & Resources Development (Group) Ltd(000011) 35418
3 supplementary working capital 16 Ping An Bank Co.Ltd(000001) 6 Ping An Bank Co.Ltd(000001) 453336
Total 623018855 Shenzhen Guohua Network Security Technology Co.Ltd(000004) 995841
3、 Use of raised funds to increase capital to subsidiaries to implement raised investment projects
(I) capital increase to subsidiaries with raised funds in the previous time
On July 5, 2021, the company held the fourth meeting of the Fourth Board of directors and the fourth meeting of the Fourth Board of supervisors, deliberated and adopted the proposal on using raised funds to increase capital to subsidiaries to implement equity investment projects. In order to ensure the smooth implementation of equity investment projects issued by the company to specific objects, based on the implementation subject of equity investment projects and the actual needs of project construction, The company used part of the raised funds to increase 50 million yuan to Fujian Fujian Cosunter Pharmaceutical Co.Ltd(300436) Jintang Pharmaceutical Co., Ltd., a wholly-owned subsidiary, and 30 million yuan to Jiangsu Zhongxing Pharmaceutical Co., Ltd., a holding subsidiary. The independent directors of the company expressed independent opinions, and the recommendation agency Citic Securities Company Limited(600030) issued no objection verification opinions on the company's use of raised funds to increase capital to subsidiaries to implement raised investment projects.
(II) the raised funds are used to increase the capital of Jintang pharmaceutical to implement the raised investment project
In order to improve the use efficiency of raised funds and accelerate the construction progress of raised investment projects, the company will use the raised funds of 40 million yuan to continue to increase the capital of Jintang pharmaceutical industry. The increased capital will be used to implement the construction project of raw material drug production base of the raised investment project "integrated production base construction project of raw material drug preparations". After the capital increase, the registered capital of Jintang pharmaceutical was changed from 100 million yuan to 140 million yuan, and the company still holds 100% of its equity.
Jintang Pharmaceutical Co., Ltd. is the implementation subject of the company's fund-raising project "construction project of integrated production base of API preparation". The basic information of Jintang pharmaceutical industry is as follows:
1. Basic information
Company name: Fujian Fujian Cosunter Pharmaceutical Co.Ltd(300436) Jintang Pharmaceutical Co., Ltd
Unified social credit code 91350781ma2ygnfl98
Enterprise nature limited liability company
Legal representative: Li Hongming
Registered capital: 100 million yuan
Date of establishment: August 16, 2017
Registered address: Jintang Industrial Park, Shaowu City, Fujian Province
Tablets, capsules, tea preparations, granules, APIs, artificial tianzhuhuang and health food are sold within the scope of production and marketing; Import and export of goods and technologies (except those prohibited by national laws and regulations); Research and development of drugs, health food and food and provision of relevant technical services.
(for projects subject to approval according to law, business activities can be carried out only after approval by relevant departments)
Composition and control of shareholders: the company holds 100% equity
2. Financial situation
Project December 31, 2020 (audited) March 31, 2021 (Unaudited)
Total assets 501906830810925889931
Total liabilities 11396947261343564570
Net assets 38793735829582325361
Project 2020 (audited) January September 2021 (Unaudited)
Operating income: 216316434527083
Net profit -78361658 -243048221
Cash from operating activities -71744757 -282538874
Net flow
4、 Use and management of raised funds after this capital increase
In order to standardize the management of raised funds and ensure the safety of raised funds, Jintang pharmaceutical has opened a special account for raised funds
Account, and sign the supervision agreement on the storage of the special account for raised funds with the recommendation institution and the deposit bank
Special account management shall be conducted for storage and use. Jintang pharmaceutical will strictly comply with relevant laws, regulations and normative documents
It is required to standardize the use of raised funds.
5、 Impact of capital increase to subsidiaries
The capital increase comes from the funds raised by the company by issuing shares to specific objects, and the use of funds is in line with
The self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 2 - standardized operation of companies listed on GEM, the regulatory guidelines for listed companies No. 2 - regulatory requirements for the management and use of raised funds of listed companies, and other laws
Requirements of laws and regulations. The company's use of the raised funds to increase the capital of the implementation subject of the raised investment project is based on
The actual needs of the construction of the raised investment project are in line with the use plan of the company's funds raised by issuing shares to specific objects, and the investment direction and project construction content of the raised funds have not been changed, which is conducive to the smooth implementation of the raised investment project, and there is no behavior damaging the interests of the company and minority shareholders.
6、 Review procedures and relevant opinions on capital increase to subsidiaries with raised funds this time
1. Deliberations of the board of directors
On March 9, 2022, the company held the 12th meeting of the 4th board of directors, deliberated and approved the proposal on using the raised funds to increase capital to subsidiaries to implement the raised investment projects, and agreed that the company would use part of the raised funds to increase capital to Jintang pharmaceutical.
2. Deliberation of the board of supervisors
On March 9, 2022, the company held the 11th meeting of the 4th board of supervisors, which deliberated and passed the proposal on using the raised funds to increase capital to subsidiaries to implement the raised investment project. The board of supervisors held that the company's capital increase to Jintang pharmaceutical, the main body of the raised investment project, is conducive to the smooth implementation of the raised investment project The improvement of the use efficiency of the raised funds and the full play of the benefits are conducive to the improvement of the company's innovation and transformation ability and comprehensive competitiveness, in line with the use plan of the raised funds and the company's development strategy and long-term plan, in line with the interests of the company and all shareholders, and there is no situation that damages the legitimate rights and interests of the company and shareholders, especially small and medium-sized shareholders. The company's capital increase to the implementation subject of the raised investment project has fulfilled the relevant procedures of the company's decision-making, and complies with the guidelines for the supervision of listed companies No. 2 - regulatory requirements for the management and use of raised funds by listed companies Laws, regulations, normative documents, articles of association and other relevant provisions, such as Shenzhen Stock Exchange self regulatory guidelines for listed companies No. 2 - standardized operation of GEM listed companies, and relevant deliberation and voting procedures are legal and effective.
3. Opinions of independent directors
After verification, the independent directors believe that the capital increase of the company to Jintang pharmaceutical, the implementation subject of the raised investment project, is conducive to the smooth implementation of the raised investment project, the improvement of the use efficiency of the raised funds and the full play of the benefits, the improvement of the company's innovation and transformation ability and comprehensive competitiveness, and is in line with the use plan of the raised funds and the company's development strategy and long-term plan, It is in line with the interests of the company and all shareholders, and there is no situation that damages the legitimate rights and interests of the company and shareholders, especially small and medium-sized shareholders. The company has carried out capital increase to the implementation subject of the raised investment project, fulfilled the relevant procedures of the company's decision-making, and complied with the guidelines for the supervision of listed companies No. 2 - regulatory requirements for the management and use of raised funds of listed companies, the Listing Rules of GEM stocks of Shenzhen Stock exchange Laws, regulations, normative documents, articles of association and other relevant provisions, such as Shenzhen Stock Exchange self regulatory guidelines for listed companies No. 2 - standardized operation of GEM listed companies, and relevant deliberation and voting procedures are legal and effective.
7、 Verification opinions of the recommendation institution
As the sponsor of Fujian Cosunter Pharmaceutical Co.Ltd(300436) after verification, Citic Securities Company Limited(600030) believes that:
The company's use of the raised funds to increase capital to Jintang pharmaceutical, the main body of the raised investment project, to implement the raised investment project has been deliberated and approved by the board of directors and the board of supervisors of the company, and the independent directors have expressed independent opinions and fulfilled the necessary procedures; Comply with the measures for the administration of securities issuance and listing recommendation business, the rules for the listing of stocks on the gem of Shenzhen Stock Exchange, and the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 2 - standardized operation of companies listed on the gem The provisions of relevant laws, regulations and normative documents such as the guidelines for the recommendation of listed companies of Shenzhen Stock Exchange and the guidelines for the supervision of listed companies No. 2 - regulatory requirements for the management and use of raised funds of listed companies do not conflict with the implementation plan of the investment projects with raised funds, and do not affect the normal construction of the investment projects with raised funds, There is no case of changing the investment direction of the raised funds in a disguised form and damaging the interests of shareholders. The recommendation institution has no objection to the company's use of the raised funds to increase the capital of Jintang pharmaceutical, the main body of the raised investment project, to implement the raised investment project.
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Sponsor representative:
Han Kunlun, Li Jian
