Securities code: 603567 securities abbreviation: Heilongjiang Zbd Pharmaceutical Co.Ltd(603567) Announcement No.: pro 2022-004 Heilongjiang Zbd Pharmaceutical Co.Ltd(603567)
Announcement on using some idle raised funds for cash management
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.
Heilongjiang Zbd Pharmaceutical Co.Ltd(603567) (hereinafter referred to as “the company”) held the 16th meeting of the Fourth Board of directors on December 31, 2021, deliberated and adopted the proposal on cash management with some idle raised funds, and agreed that the company would not affect the normal progress of the company’s raised investment projects and the safety of the raised funds, Cash management shall be conducted for some idle raised funds with a total amount of no more than 450 million yuan (including 450 million yuan) for the purchase of investment varieties with high safety, good liquidity and controllable risk. The maximum term of a single financial product shall not exceed one year. Within the above limit, the funds can be used on a rolling basis. Within the limit, the chairman of the company is authorized to exercise the investment decision-making power and sign relevant contract documents within one year from the date of deliberation and approval by the board of directors.
The details are as follows:
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 company’s non-public offering of no more than 254748000 new shares this time. The company actually issued 92803592 RMB ordinary shares, with an issue price of 13.34 yuan per share, and the total amount of raised funds was 1237999917.28 yuan. After deducting the issuance expenses of 20759785.06 yuan (excluding value-added 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) has verified the availability of the funds raised from 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、 Management of raised funds
In order to standardize the management of raised funds and improve the use efficiency of raised funds, according to the provisions of relevant laws and regulations, the company has formulated the management system of raised funds, which has made specific and clear provisions on the storage, use, management and supervision of raised funds.
In order to standardize the management and use of raised funds and protect the rights and interests of investors, the company, its subsidiaries The company’s branch and sponsor Huarong Securities Co., Ltd. signed the three / four party supervision agreement on raised funds with various banking institutions respectively, and opened a special account for raised funds for special purpose.
As of November 30, 2021, the fund raising account of the company is as follows:
Unit: Yuan
No. deposit bank account No. balance
1 rural credit cooperative association of Hulan District, Harbin 159990122008539224124733.83
2. Business Department of Longjiang Bank Co., Ltd. 200301200000000948247360190.40
3. Business Department of Longjiang Bank Co., Ltd. 20030120001000947134025013.54
4. Business Department of Longjiang Bank Co., Ltd. 20030120003000943548858.16
5 Industrial And Commercial Bank Of China Limited(601398) Harbin Pingfang sub branch 3500080129200110408-
6 Industrial And Commercial Bank Of China Limited(601398) Harbin Pingfang sub branch 35000801292002010780253952767.92
7 rural credit cooperative association of Hulan District, Harbin 1599901220085239199873627.24
8 Industrial And Commercial Bank Of China Limited(601398) Harbin Pingfang sub branch 35000801292001103510193759.40
Total 1133078950.49
3、 Purchase of principal guaranteed financial products with some idle raised funds this time
In order to improve the use efficiency of the raised funds, without affecting the construction of the raised funds and the use of the raised funds, the company plans to use some idle raised funds for cash management, with a total amount of no more than 450 million yuan (including 450 million yuan), which is authorized to be implemented by the management within the limit.
1. Varieties of financial products: the investment varieties are principal guaranteed bank financial products with good liquidity, low risk and short-term (no more than one year) (including but not limited to structural deposits, large certificates of deposit, time deposits, call deposits, etc.).
2. Investment term: valid within one year from the date of deliberation and approval by the board of directors.
3. Investment quota: the maximum amount shall not exceed 450 million yuan (including 450 million yuan), which can be used on a rolling basis within the validity period of the resolution.
4. Implementation method: within the limit, authorize the chairman of the company to exercise the investment decision-making power and sign relevant contract documents within one year from the date of deliberation and approval by the board of directors.
5. Management of settlement account: the above bank financial products shall not be used for pledge, and the special settlement account for products shall not be used for non raised funds or other purposes. If the special settlement account for products is opened or cancelled, the company will timely report to the exchange for filing and announcement.
4、 Investment risk and risk control measures
1. Investment risk
(1) The investment category selected by the company belongs to low-risk investment category, but the financial market is greatly affected by macro-economy, so it is not excluded that the investment is adversely affected by large market fluctuations.
(2) The company reasonably arranges the cash management amount of the raised funds according to the demand progress of the raised funds, and intervenes in combination with the financial market situation. Therefore, the actual income of short-term investment cannot be accurately predicted.
2. Control measures
(1) The company carries out investment, management, inspection and supervision in strict accordance with the requirements of laws and regulations such as the Listing Rules of Shanghai Stock Exchange, the articles of association, the guidelines for the supervision of listed companies No. 2 – regulatory requirements for the management and use of raised funds by listed companies, strictly controls the safety of funds, and in accordance with the relevant provisions of Shanghai Stock Exchange, Disclose the corresponding profits and losses of cash management investment products during the reporting period in the periodic report. (2) The company has formulated the fund management system to standardize the company’s investment and financial management – low-risk investment, which is conducive to the company’s prevention of investment risks and ensure the safety and effective appreciation of investment funds.
(3) The investment activities shall be organized and implemented by the person in charge of finance. If necessary, external personnel and relevant professional institutions can be entrusted to study and demonstrate the investment varieties, stop profit and stop loss, and put forward research reports.
(4) Independent directors and the board of supervisors have the right to supervise and inspect the use of funds, and may hire professional institutions to audit when necessary.
5、 Impact on the company
On the premise of complying with national laws and regulations and ensuring that the normal operation of the company, the normal progress of the company’s investment plan of raised funds and the safety of raised funds are not affected, the company’s use of some idle raised funds for cash management will not affect the company’s daily operation and the normal development of investment projects with raised funds. Through appropriate cash management of idle raised funds, we can improve the use efficiency of the company’s funds, obtain certain income, and seek more return on investment for the company’s shareholders.
6、 Description of special opinions
(i) Opinions of the board of supervisors
The company uses some idle raised funds for cash management under the condition of ensuring that it will not affect the normal implementation of investment projects with raised funds, change the purpose of raised funds in the same phase, affect the normal operation of the company and ensure the safety of funds, which can improve the use efficiency of raised funds, obtain more investment returns for shareholders and meet the interests of the company. The decision-making procedures for the above matters comply with the provisions of laws, regulations and normative documents 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, the management methods of raised funds of listed companies on Shanghai Stock Exchange (revised in 2013), the articles of association of the company, the management system of raised funds, etc, It will not have an adverse impact on the company’s business activities and will not damage the interests of the company and all shareholders, especially minority shareholders.
In conclusion, the board of supervisors agreed that the company would use some idle raised funds for cash management.
（2） Opinions of independent directors
The decision-making procedures and contents of the company’s use of some temporarily idle raised funds for cash management 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 of China Securities Regulatory Commission and the measures for the administration of raised funds by listed companies of Shanghai Stock Exchange, It will not affect the construction of investment projects with raised funds and the use plan of raised funds, improve the use efficiency of raised funds and increase the company’s income. There is no change or disguised change in the use of raised funds, which is in line with the interests of the company and all shareholders.
In conclusion, we agree that the company uses some idle raised funds for cash management.
（3） Opinions of the sponsor
The company’s use of some idle raised funds for cash management 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 have expressed clear consent, complied with relevant laws and regulations and performed necessary legal procedures. The company’s use of some idle raised funds for cash management this time complies with the measures for the administration of securities issuance and listing recommendation business, the stock listing rules of Shanghai Stock Exchange, the regulatory guidelines for listed companies No. 2 – regulatory requirements for the management and use of raised funds by listed companies The measures for the administration of raised funds of listed companies of Shanghai Stock Exchange (revised in 2013) and other relevant laws and regulations do not change the use of raised funds in a disguised manner, and do not affect the normal progress of the investment plan of raised funds.
In conclusion, the recommendation institution has no objection to the company’s use of some idle raised funds for cash management.
7、 Documents for future reference
1. Resolution of the 16th meeting of the 4th board of directors;
2. Resolution of the 13th meeting of the 4th board of supervisors;
3. Independent opinions of Heilongjiang Zbd Pharmaceutical Co.Ltd(603567) independent directors on matters considered at the 16th meeting of the Fourth Board of directors;
4. Verification opinions of Huarong Securities Co., Ltd. on Heilongjiang Zbd Pharmaceutical Co.Ltd(603567) using some idle raised funds for cash management.
It is hereby announced.
Heilongjiang Zbd Pharmaceutical Co.Ltd(603567) board of directors January 4, 2022
