Securities code: 603567 securities abbreviation: Heilongjiang Zbd Pharmaceutical Co.Ltd(603567) Announcement No.: pro 2022-003 Heilongjiang Zbd Pharmaceutical Co.Ltd(603567)
Announcement on replacing self raised funds invested in advance with raised funds
The board of directors and all directors of the company guarantee that there are no false records, misleading statements or major omissions in the contents of this announcement, and bear individual and joint liabilities for the authenticity, accuracy and completeness of its contents.
Important content tips:
The company used the raised funds to replace the self raised funds invested in the raised funds investment projects in advance, with an amount of 144533694.36 yuan. This replacement is in line with the provisions on replacement within 6 months after the arrival of the raised funds. 1、 Basic information of raised funds
With the approval of the reply on approving Heilongjiang Zbd Pharmaceutical Co.Ltd(603567) non-public development of shares (zjxk [2021] No. 338) issued by the China Securities Regulatory Commission, the non-public issuance of Heilongjiang Zbd Pharmaceutical Co.Ltd(603567) (hereinafter referred to as “the company” or “the company”) of RMB common shares shall not exceed 254748000 new shares. The company actually issued 92803592 RMB ordinary shares at an issue price of 13.34 yuan / share, and the total amount of funds raised was 1237999917.28 yuan. After deducting the issuance fee of 20759785.06 yuan (excluding tax) and excluding the interest income generated from the issuance and subscription funds of RMB ordinary shares (A shares) during the freezing period, The net amount of raised funds is RMB 1217240132.22. All the funds raised from the non-public offering of shares were in place on October 22, 2021. Zhongzhun Certified Public Accountants (special general partnership) verified the availability of funds for the non-public offering of shares and issued the capital verification report (zhongzhunyan Zi [2021] No. 2087).
At present, the raised funds have been deposited into the special account for raised funds in accordance with the provisions of the three / four party supervision agreement for raised funds.
2、 Basic information of investment projects with raised funds
On November 12, 2021, the company held the 13th meeting of the 4th board of directors, deliberated and passed the proposal on adjusting the actual amount of funds raised for investment projects invested by non-public development banks, and agreed that the company would raise funds for this investment project based on the actual situation of funds raised by non-public offering of shares
Adjust the investment amount. The company adjusted the use arrangement of raised funds as follows:
Unit: Yuan
In the original plan, the total investment amount of the project name using the raised capital number after adjustment is planned to be used
(without deducting issuance expenses) (deducting issuance expenses)
1 innovative drug and generic drug R & D platform project 1300204800.00670956400.00458642993.11
2. Phase III construction project of Jixi branch 488626600.0037300000.00254970123.88
3. Processing items of origin of traditional Chinese medicine 438000000.00357134100.00244124733.83
4. Informatization upgrading construction project 110000000.0080000000.0054685281.26
5. Supplementary working capital 330000000.00330000000.00204817000.14
Total 2666831400.001811090500.001217240132.22
3、 Advance investment of self raised funds in raised investment projects
According to Heilongjiang Zbd Pharmaceutical Co.Ltd(603567) non public development bank A-share stock plan (Revised Version)
(hereinafter referred to as the “plan”), the company plans to use the raised funds for innovative drugs and generic drugs R & D platform projects respectively
Phase III construction project of Jixi branch, origin processing project of traditional Chinese medicine and information upgrading project
And supplementary working capital projects. Before the funds raised in this offering are in place, the company may invest according to the raised funds
According to the actual situation of the project implementation progress, the self raised funds shall be invested first, and after the raised funds are in place, according to the relevant regulations
The self raised funds shall be replaced with the raised funds in accordance with the procedures stipulated in the laws and regulations. The net funds raised by the company are insufficient for the above projects to be invested
The amount of raised funds shall be raised by the company itself.
As of November 30, 2021, the company has invested the above-mentioned investment projects with raised funds in advance with self raised funds
The total amount is RMB 144533694.36. It is planned to use the raised funds to replace the funds invested in the raised investment project in advance
The self raised fund is RMB 144533694.36, and the specific application is as follows:
Unit: Yuan
S / n project name actual use of raised capital is pre raised with self raised capital in this proposed replacement raising
Amount of funds invested first amount of funds raised
1 innovative drug and generic drug R & D platform project 458642993.1137256531.3637256531.36
2. Phase III construction project of Jixi branch 254970123.8862679413.0062679413.00
3. Processing items of origin of traditional Chinese medicine 244124733.8342570000.0042570000.00
4. Information upgrading construction project 54685281.262027750.002027750.00
5. Supplementary working capital 204817000.140.000.00
Total 1217240132.22144533694.36144533694.36
Zhongzhun Certified Public Accountants (special general partnership) invests the raised funds in advance with self raised funds
Special verification has been carried out on the situation of funded projects, and the Heilongjiang Zbd Pharmaceutical Co.Ltd(603567) raised funds has been issued
Special audit report on gold replacement (Zhong Zhun Zhuan Zi [2021] No. 2276).
4、 Consideration of replacing self raised funds invested in advance with raised funds this time
The company held the 16th meeting of the 4th board of directors and the 10th meeting of the 4th board of supervisors on December 31, 2021
At the third meeting, the meeting deliberated and adopted the proposal on using raised funds to replace self raised funds invested in raised investment projects in advance by voting. The independent directors of the company expressed their independent opinions.
5、 Description of special opinions
(i) Opinions of the board of supervisors
The company’s replacement of the raised funds does not exceed six months from the arrival of the raised funds. The use of the raised funds to replace the self raised funds invested in the raised projects in advance, so as to improve the use efficiency of the funds, which is in the interests of all shareholders. This capital replacement does not conflict with the implementation plan of the project invested with raised funds, and does not affect the normal progress of the project invested with raised funds. The company’s use of the raised funds to replace the self raised funds invested in the raised investment projects in advance has fulfilled the necessary decision-making procedures, and complies with laws and regulations such as the guidelines for the supervision of listed companies No. 2 – regulatory requirements for the management and use of the raised funds of listed companies, the management methods for the raised funds of listed companies on Shanghai Stock Exchange (revised in 2013) The normative documents, the articles of association and the management system of raised funds do not change the investment direction of raised funds and damage the interests of shareholders in a disguised manner.
In conclusion, the board of supervisors agrees that the company will use the raised funds to replace the self raised funds invested in the raised investment projects in advance. （2） Opinions of independent directors
The replacement time of the funds raised by the company’s non-public offering of shares is less than six months from the time of receipt of the funds raised, which meets the guidelines for the supervision of listed companies No. 2 – regulatory requirements for the management and use of the funds raised by listed companies Relevant provisions such as the measures for the administration of raised funds of listed companies of Shanghai Stock Exchange (revised in 2013) and the requirements of the company’s raised funds management system. The company has fulfilled the necessary deliberation and decision-making procedures. The use of raised funds to replace the self raised funds invested in the raised funds investment project in advance does not conflict with the implementation plan of the raised funds investment project, does not affect the normal progress of the raised funds investment project, and does not change the investment direction of the raised funds in a disguised manner and damage the interests of shareholders.
In conclusion, we agree that the company will use the raised funds to replace the self raised funds invested in the raised funds investment projects in advance.
（3） Opinions of the sponsor
Heilongjiang Zbd Pharmaceutical Co.Ltd(603567) the issue of replacing self raised funds of pre invested projects with raised funds has been deliberated and adopted at the 16th meeting of the 4th board of directors and the 13th meeting of the 4th board of supervisors. The independent directors of the company have expressed their clear opinions, issued relevant special audit reports and fulfilled the necessary decision-making and assurance procedures, It complies with the measures for the administration of securities issuance and listing recommendation business, the stock listing rules of Shanghai Stock Exchange, the guidelines for the supervision of listed companies No. 2 – regulatory requirements for the management and use of funds raised by listed companies, and the measures for the administration of funds raised by listed companies of Shanghai Stock Exchange (revised in 2013).
The replacement time of the company’s raised funds is less than 6 months from the arrival time of the raised funds, which meets the requirements of relevant laws and regulations. The exchange of raised funds does not conflict with the implementation plan of the investment project with raised funds, does not change the purpose of raised funds and damage the interests of shareholders, and does not affect the normal progress of the investment project with raised funds.
In conclusion, the recommendation institution has no objection to the company’s use of the raised funds to replace the self raised funds invested in the raised investment project in advance. （4） Opinion of accounting firm
Zhongzhun Certified Public Accountants (special general partnership) believes that the special description of Heilongjiang Zbd Pharmaceutical Co.Ltd(603567) replacing the funds invested in the project with the raised funds prepared by the management of Heilongjiang Zbd Pharmaceutical Co.Ltd(603567) is consistent with the actual situation.
It is hereby announced.
Heilongjiang Zbd Pharmaceutical Co.Ltd(603567) board of directors January 4, 2022
