Haitong Securities Company Limited(600837)
About Jilin Xidian Pharmaceutical Technology Development Co., Ltd
Verification opinions on using some idle raised funds for cash management
Haitong Securities Company Limited(600837) (hereinafter referred to as " Haitong Securities Company Limited(600837) " or "sponsor") as a sponsor of Jilin Xidian pharmaceutical science and Technology Development Co., Ltd. (hereinafter referred to as "Xidian pharmaceutical" or "company") for initial public offering of shares and listing on GEM, according to the administrative measures for listing recommendation business of securities development bank Relevant provisions such as the guidelines for the supervision of listed companies No. 2 - regulatory requirements for the management and use of raised funds by listed companies (revised in 2022), the guidelines for the self-discipline supervision of listed companies of Shenzhen Stock Exchange No. 2 - standardized operation of GEM listed companies, and the Listing Rules of gem shares of Shenzhen Stock Exchange (revised in 2020), It is verified that West Point pharmaceutical uses some idle raised funds for cash management. The details of the verification are as follows:
1、 Basic information of raised funds
According to the reply on Approving the registration of initial public offering of Jilin Xidian Pharmaceutical Technology Development Co., Ltd. (zjxk [2022] No. 5) approved by the China Securities Regulatory Commission, the company issued 2020986 million ordinary shares (A shares) with a par value of 1 yuan per share and an issue price of 22.55 yuan per share, The total amount of funds raised is 455532200 yuan, and the actual net amount of funds raised after deducting various issuance expenses is 390933100 yuan.
The above raised funds have been verified in the capital verification report Dahua Yan Zi [2022] No. 000086 issued by Dahua Certified Public Accountants (special general partnership) on February 18, 2022.
The company has deposited the raised funds in the special account opened by the company for this issuance. The company and the sponsor have signed the tripartite supervision agreement on raised funds with Industrial Bank Co.Ltd(601166) Changchun Branch, Ping An Bank Co.Ltd(000001) Changchun Branch and China Construction Bank Corporation(601939) Jilin branch respectively.
2、 Investment projects with raised funds
According to the company's prospectus for initial public offering and listing on GEM, the funds raised from the company's initial public offering of RMB common shares (A shares) will be invested in the following items after deducting the issuance expenses:
Unit: 10000 yuan
No. project name total investment amount proposed to be invested in raised funds
1. Construction project of comprehensive solid preparation workshop 1057638
2. Construction project of modern extraction workshop of traditional Chinese medicine 800938
3. Escitalopram oxalate API production project 535019535019
4 R & D center construction project 500464500464
5. Marketing network construction project 520 Chang Jiang Shipping Group Phoenix Co.Ltd(000520) 000
Total 34140593414059
Note: (1) the part of the net funds raised this time exceeding the amount required for the investment of the above projects is the over raised funds;
(2) As of the date of issuance of this verification opinion, the company has not used the raised funds.
3、 Basic information of cash management using some idle raised funds this time
(I) purpose of cash management
As the construction and settlement of projects invested by raised funds need a certain period, according to the construction and settlement progress of projects invested by raised funds, some of the raised funds will be idle in the short term. In order to improve the use efficiency of raised funds, the company plans to use some idle raised funds (including over raised funds) for cash management to purchase short-term investment and wealth management products with high safety, good liquidity and a term of no more than 12 months on the premise of ensuring that the construction of investment projects with raised funds is not affected, the use purpose of raised funds is not changed and the daily operation of the company is not affected, In order to better maintain and increase the value of the company's funds and protect the interests of the company's shareholders.
(II) cash management limit and term
The company will use part of the idle raised funds (including over raised funds) with a limit of no more than 350 million yuan (including this amount) for cash management. The service life is valid within 12 months from the date of deliberation and approval by the general meeting of shareholders. Within the above limit and period, the funds can be used in a circular and rolling manner, and the idle raised funds (including over raised funds) will be returned to the special account for raised funds in time after the expiration of management.
(III) proposed investment varieties
The company will strictly control risks and strictly evaluate financial products in accordance with relevant regulations. The investment products are limited to short-term investment financial products with high safety, good liquidity and a term of no more than 12 months. The investment products are not used for pledge. The special settlement account for raised funds products shall not store non raised funds or be used for other purposes, and does not involve stocks and their derivatives Fund investment, futures investment and other high-risk investment behavior.
(IV) implementation mode
After the above matters are deliberated and approved by the board of directors and the board of supervisors of the company, they can be implemented only after they are submitted to the general meeting of shareholders of the company for deliberation and approval. After the approval of the general meeting of shareholders, the management of the company is authorized to sign relevant contract documents within the above limit, and the financial department of the company is responsible for organizing the implementation. The authorization shall be valid within 12 months from the date of deliberation and approval by the general meeting of shareholders of the company. Within the specified service life and limit, the funds can be used on a rolling basis.
4、 Investment risk and risk control measures of cash management
(I) investment risk
1. Although the investment products to be selected by the company belong to medium and low-risk investment varieties, the financial market is greatly affected by the macro-economy.
2. The company will intervene timely and appropriately according to the economic situation and changes in the financial market, but it does not rule out that the investment is affected by market fluctuations.
3. Operation and monitoring risks of relevant staff.
(II) risk control measures
1. After the deliberation and approval of the general meeting of shareholders, the management and financial department of the company will continue to track the investment direction and project progress of bank financial products. Once adverse factors are found or judged, corresponding preservation measures will be taken in time to control investment risks.
2. The Audit Department of the company is responsible for auditing and supervising the use and custody of funds of financial products, conducting regular comprehensive inspection on all financial products, and reasonably predicting the possible gains and losses of various investments according to the principle of prudence.
3. The board of directors has the right to inspect and supervise the use of funds by independent audit institutions when necessary.
5、 Impact on the company
As the construction and settlement of projects invested by raised funds need a certain period, according to the construction and settlement progress of projects invested by raised funds, some of the raised funds will be idle in the short term. The company's use of some idle raised funds (including over raised funds) for cash management is carried out on the premise of ensuring the safety of the funds required by the company's raised investment projects and the principal of the raised funds, without affecting the company's daily capital turnover, the normal operation of investment projects, changing the purpose of the raised funds in a disguised manner, and improving the efficiency of fund use, Obtain a certain return on investment and obtain more return on investment for the company and shareholders.
6、 Review procedures and special opinions
(I) opinions of the board of directors
The company held the 10th meeting of the 7th board of directors on March 11, 2022, deliberated and approved the proposal on using part of idle raised funds and self owned funds for cash management, and agreed that the company would use idle raised funds of no more than 350 million yuan (including this amount) and self owned funds of no more than 80 million yuan for cash management, It is used to purchase short-term investment and financial products with high security, good liquidity and a term of no more than 12 months. The service life is valid within 12 months from the date of deliberation and approval by the general meeting of shareholders. Within the above limit and term, the funds can be used on a rolling basis.
(II) opinions of the board of supervisors
The 8th meeting of the 7th board of supervisors of the company considered that under the premise of ensuring the normal construction of investment projects with raised funds and the safety of raised funds, the company uses some idle raised funds of no more than 350 million yuan (including this amount) for cash management, which is conducive to improving the use efficiency of raised funds and obtaining certain investment benefits, It will not affect the construction of the project and the use of the raised funds, there is no behavior of changing the 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 small and medium-sized shareholders; The deliberation and voting procedures of using some idle raised funds for cash management this time comply with the relevant provisions of laws and regulations and the articles of association. All supervisors unanimously agreed to the proposal on cash management using some idle raised funds and self owned funds, and agreed to submit the matter to the first extraordinary general meeting of shareholders of the company in 2022 for deliberation.
(III) opinions of independent directors
The independent directors of the company expressed the following independent opinions: on the premise of ensuring that the normal progress of the investment plan of the raised funds and the safety of the raised funds are not affected, the company uses the idle raised funds of no more than 350 million yuan (including this amount) for cash management to purchase short-term investment and financial products with high safety, good liquidity and a term of no more than 12 months. It can effectively improve the use efficiency of raised funds and reduce operating costs, and there is no situation of changing the investment direction of raised funds in a disguised manner and damaging the interests of shareholders of the company, especially the interests of minority shareholders. The deliberation and voting procedures for cash management using some idle raised funds and self owned funds this time comply with the provisions of relevant laws and regulations such as the Listing Rules of GEM stocks of Shenzhen Stock Exchange, the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 2 - standardized operation of GEM listed companies and the articles of association. The independent directors of the company unanimously agree that the company uses some idle raised funds (including over raised funds) and its own funds for cash management
7、 Verification opinions of the recommendation institution
After verification, the recommendation institution believes that:
The company's use of some idle raised funds for cash management has been deliberated and approved at the 10th meeting of the 7th board of directors and the 8th meeting of the 7th board of supervisors, and the independent directors have expressed their consent and fulfilled the necessary legal procedures. This matter needs to be submitted to the first extraordinary general meeting of shareholders of the company in 2022 for deliberation. The company's use of some idle raised funds for cash management 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 (revised in 2022), the guidelines for the self-discipline supervision of listed companies of Shenzhen Stock Exchange No. 2 - standardized operation of Companies listed on the gem, and the Listing Rules of shares on the gem of Shenzhen Stock Exchange (revised in 2020) and other relevant laws and regulations, there is no situation of changing the use purpose of the raised funds in a disguised form, which does not affect the normal progress of the investment plan of the raised funds, and is in line with the interests of the company and all shareholders.
In conclusion, the recommendation institution has no objection to the company's use of some idle raised funds for cash management. (there is no text on this page, which is the signature and seal page of Haitong Securities Company Limited(600837) opinions on the verification of Jilin West Point Pharmaceutical Technology Development Co., Ltd. using some idle raised funds for cash management) sponsor representative:
Zhao qionglin, Huang Lei
Haitong Securities Company Limited(600837) mm / DD / yyyy
Haitong Securities Company Limited(600837)
About Jilin Xidian Pharmaceutical Technology Development Co., Ltd
Verification opinions on cash management with self owned funds
Haitong Securities Company Limited(600837) (hereinafter referred to as " Haitong Securities Company Limited(600837) " or "sponsor") as a sponsor of Jilin Xidian pharmaceutical science and Technology Development Co., Ltd. (hereinafter referred to as "Xidian pharmaceutical" or "company") for initial public offering of shares and listing on GEM, according to the administrative measures for listing recommendation business of securities development bank The regulations of Shenzhen Stock Exchange (No. 2) on the supervision of the use of self owned funds of listed companies listed on the Shenzhen Stock Exchange have been revised as follows:
1、 Basic information of cash management with self owned funds
(I) purpose of cash management
In order to improve the use efficiency of funds, on the premise of ensuring that the daily operation of the company is not affected, the company plans to use some of its own funds for cash management to purchase short-term investment and wealth management products with high safety, good liquidity and a period of no more than 12 months, so as to better maintain and increase the value of the company's funds and protect the interests of the company's shareholders. (II) cash management limit and term
The company will use its own funds with a limit of no more than RMB 80 million for cash management, and the service life is valid within 12 months from the date of deliberation and approval by the general meeting of shareholders. Within the above quota and period, the funds can be recycled and used on a rolling basis.
(III) proposed investment varieties
The company will strictly control risks and strictly evaluate financial products in accordance with relevant regulations. The investment products are limited to short-term investment financial products with high safety, good liquidity and a term of no more than 12 months. The investment products are not used for pledge. The special settlement account for fund-raising products shall not store non raised funds or be used for other purposes, and does not involve stocks, derivatives and funds
