Stock Code: China National Medicines Corporation Ltd(600511) stock abbreviation: China National Medicines Corporation Ltd(600511) Announcement No.: Pro 2022 — 012 China National Medicines Corporation Ltd(600511)
Special report on the deposit and actual use of raised funds in 2021
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.
1、 Basic information of raised funds
(I) actual amount of raised funds and time of fund arrival
Approved by the reply on approving China National Medicines Corporation Ltd(600511) to issue shares to purchase assets and raise supporting funds from Sinopharm Holdings Co., Ltd. (zjxk [2017] No. 219) issued by China Securities Regulatory Commission on February 16, 2017, China National Medicines Corporation Ltd(600511) (hereinafter referred to as “the company” and “the company”) are approved to issue 212736835 shares to Sinopharm Holding Co., Ltd., 11990013 shares to Beijing Changxin Yida Investment Consulting Co., Ltd., and 20075116 shares to Beijing Konruns Pharmaceutical Co.Ltd(603590) to purchase relevant assets, If the company does not issue more than 354101 non-public supporting shares to domestic investors at the same time. The company actually issued 41365452 ordinary shares in RMB, with a par value of RMB 1 per share and an issue price of RMB 24.90 per share. On May 23, 2017, the independent financial consultant China International Capital Corporation Limited(601995) transferred the net amount of raised funds after deducting the issuance expenses and the paid margin to the special storage account of raised funds of the company. The total amount of raised funds of the company was 102999975480 yuan, deducting the issuance expenses (including tax) of 1178215281 yuan, The net amount of raised funds actually received was 101821760199 yuan, including 5149999906 yuan, which was transferred in from the deposit paid by 8 subscription units such as Ping An Asset Management Co., Ltd.
The arrival time of the raised funds is May 23, 2017. The availability of the raised funds has been verified by ShineWing Certified Public Accountants (special general partnership), and the China National Medicines Corporation Ltd(600511) capital verification report (xyzh / 2017bja60549) was issued on May 25, 2017.
(II) amount used in the current year and balance at the end of the year
As of December 31, 2021, the company used 1329137616 yuan of raised funds in 2021, and accumulated 3979973708 yuan of raised funds, Sinopharm holdings Beijing Co., Ltd. (hereinafter referred to as “Sinopharm Beijing”), a wholly-owned subsidiary of the company, as the implementation subject of “information system construction project”, one of the investment projects promised by the raised funds, carried out the implementation of “information system construction project”.
As of December 31, 2021, the balance of the company’s unused raised funds was 97841786491 yuan, which was 71904701945 Yuan different from the balance of the special account for the deposit of unused raised funds of 25937084546 yuan. As of December 31, 2021, some idle raised funds were used to temporarily supplement the working capital of 750000000 yuan, The accumulated interest income from bank deposits is 2947349377 yuan, the payment of relevant bank handling fees is 266848 yuan, and the issuance fees paid in advance by other bank accounts of the company are 148215526 yuan.
2、 Management of raised funds
(I) management system of raised funds
In accordance with the company law of the people’s Republic of China, the securities law of the people’s Republic of China and the notice on Further Strengthening the management of publicly raised funds of joint stock limited companies issued by the CSRC The measures for the administration of China National Medicines Corporation Ltd(600511) raised funds (hereinafter referred to as the “management system”) shall be formulated in accordance with the requirements of relevant provisions such as the guidelines for self discipline supervision of listed companies of Shanghai Stock Exchange No. 1 – standardized operation of Shanghai Stock Exchange. The special account storage system shall be implemented for the raised funds, and the deposit, use and project management of the raised funds shall be implemented The change of investment projects and the supervision of use are stipulated.
The company and its wholly-owned subsidiary Sinopharm holdings Beijing Co., Ltd., together with China Citic Bank Corporation Limited(601998) Beijing Zizhuqiao sub branch and independent financial consultant China International Capital Corporation Limited(601995) signed the three party supervision agreement on the storage of special account for raised funds and the four party supervision agreement on the storage of special account for raised funds. There is no significant difference between the above agreement and the three party supervision agreement on the storage of special account for raised funds (model), The fund supervision agreement has been effectively implemented.
According to the requirements of the management system and with the approval and authorization of the board of directors, the company opened a special account for raised funds with an account number of 8110701013400598413 in China Citic Bank Corporation Limited(601998) Beijing Zizhuqiao sub branch, and the wholly-owned subsidiary state-controlled Beijing opened a special account for raised funds with an account number of 8110701014801460703 in China Citic Bank Corporation Limited(601998) Beijing Zizhuqiao sub branch, It is only used for the storage and use of the raised funds of the company and shall not be used for other purposes.
(II) tripartite supervision agreement of raised funds
According to the requirements of Shanghai Stock Exchange and relevant regulations, on June 23, 2017, the company signed the tripartite supervision agreement on the storage of special account for raised funds with China Citic Bank Corporation Limited(601998) Beijing Zizhuqiao sub branch and independent financial consultant China International Capital Corporation Limited(601995) Beijing Zizhuqiao sub branch. At the 9th meeting of the 7th board of directors held on September 19, 2018, the company deliberated and approved the proposal on using the raised funds to inject capital into wholly-owned subsidiaries to implement raised investment projects, and agreed to inject 52.4 million RMB into the implementation subject of raised investment projects in the form of capital, That is, state-controlled Beijing, a wholly-owned subsidiary of the company, injected capital. In October 2018, state-controlled Beijing signed the four party supervision agreement on raised funds with the company, China Citic Bank Corporation Limited(601998) Beijing Zizhuqiao sub branch and China International Capital Corporation Limited(601995) independent financial consultant. In November 2018, the above-mentioned fund-raising and fund-raising special account of state-controlled Beijing received 52.4 million yuan of raised funds. There is no significant difference between the above fund supervision agreement and the tripartite supervision agreement (model) on special account storage of raised funds of Shanghai Stock Exchange, and the fund supervision agreement has been effectively implemented.
The company has made special use of the raised funds, and all parties to the agreement have performed relevant responsibilities in accordance with the provisions of the tripartite supervision agreement on raised funds and the quadripartite supervision agreement on raised funds.
As of December 31, 2021, the storage of raised funds in the special account is as follows (unit: RMB):
Account name bank account balance
Sinopharm Pharmaceutical Co., Ltd. Beijing Zizhuqiao sub branch China Citic Bank Corporation Limited(601998) 811070101340059841324574569153 shares
Sinopharm holdings Beijing China Citic Bank Corporation Limited(601998) 81107010148014607031362515393 Co., Ltd. Beijing Zizhuqiao sub branch
3、 Actual use of raised funds this year
During the reporting period, the actual use of the raised funds of the company is as follows: (I) the use of the funds of the raised funds investment projects (hereinafter referred to as “raised investment projects”)
According to the proposal on the plan of the company issuing shares to purchase assets and issuing shares to specific investors to raise supporting funds, which was deliberated and approved at the third extraordinary general meeting of shareholders in 2016. In 2018, the ninth meeting of the seventh board of directors of the company considered and approved the implementation of the “information system construction project” of the fund-raising project, and the state-controlled Beijing, a wholly-owned subsidiary of the company, carried out the implementation of the “information system construction project” as the implementation subject of the fund-raising project.
As of December 31, 2021, the company has actually invested 3979973708 yuan of raised funds; Among them, from January to December 2021, the company actually invested 1329137616 yuan of raised funds. See the attached table comparison table of the use of raised funds for details. (II) early investment and replacement of raised investment projects
During the reporting period, there was no advance investment and replacement of raised investment projects in the company. (III) temporary replenishment of working capital with idle raised funds
The 26th meeting of the 7th board of directors of the company was held on March 17, 2021, which deliberated and approved the company’s proposal to temporarily supplement working capital with some idle raised funds, and the independent directors and the board of supervisors of the company all expressed their opinions. The independent financial consultant China International Capital Corporation Limited(601995) issued verification opinions on the same day.
During the reporting period, the company used 750000000 yuan of idle raised funds to temporarily supplement working capital. (IV) cash management of idle raised funds and investment in related products
During the reporting period, the company did not conduct cash management on idle raised funds and invest in related products. (V) permanent replenishment of working capital or repayment of bank loans with over raised funds
During the reporting period, the company did not permanently supplement working capital or repay bank loans with over raised funds. (VI) use of over raised funds for projects under construction and new projects (including acquisition of assets, etc.)
During the reporting period, the company did not use the over raised funds for projects under construction and new projects (including the acquisition of assets, etc.). (VII) use of surplus raised funds
During the reporting period, the company did not use the surplus funds of raised investment projects for other raised investment projects or non raised investment projects. 4、 Problems in the use and disclosure of raised funds
The use of the raised funds of the company is in strict accordance with the provisions of the regulatory guidelines for listed companies No. 2 – regulatory requirements for the management and use of raised funds of listed companies, the self regulatory guidelines for listed companies on Shanghai Stock Exchange No. 1 – standardized operation and other documents issued by the China Securities Regulatory Commission [2012] No. 44, and the management measures for the use of raised funds of the company In accordance with the relevant provisions of the guidelines on self discipline supervision of listed companies of Shanghai Stock Exchange No. 1 – standardized operation and the guidelines on the format of temporary announcements of listed companies No. 16, the company has timely, truly, accurately and completely disclosed the deposit and actual use of the company’s raised funds, and there are no violations of the management of raised funds. The company has faithfully fulfilled its obligation to disclose the use of the raised funds.
5、 Change the use of funds for investment projects with raised funds
As of December 31, 2021, the company has not changed the investment projects of raised funds.
6、 Concluding opinions of the assurance report issued by the accounting firm on the deposit and use of the company’s annual raised funds. Ernst & Young Huaming Certified Public Accountants (special general partnership) issued the verification report on the deposit and actual use of raised funds, which holds that:
The China National Medicines Corporation Ltd(600511) special report on the deposit and actual use of raised funds in 2021 has been issued in accordance with the regulatory guidelines for listed companies No. 2 – regulatory requirements for the management and use of raised funds of listed companies issued by the China Securities Regulatory Commission [2012] No. 44 and the regulations issued by the Shanghai Stock Exchange The relevant requirements of self regulatory guidelines for listed companies of Shanghai Stock Exchange No. 1 – standardized operation are prepared, and reflect the deposit and use of China National Medicines Corporation Ltd(600511) the raised funds in 2021 in all major aspects.
7、 Concluding comments of the independent financial consultant on the special verification report issued by the company on the deposit and use of the annual raised funds.
According to the special verification report on the deposit and use of raised funds in China National Medicines Corporation Ltd(600511) 2021 issued by the independent financial consultant China International Capital Corporation Limited(601995) after verification, the independent financial consultant believes that the deposit and use of raised funds in 2021 comply with the measures for the administration of securities issuance of listed companies The company has made special account storage and special use of the raised funds in accordance with the provisions of relevant 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 guidelines for the self discipline supervision of listed companies No. 1 – standardized operation of Shanghai Stock Exchange and the relevant provisions of the company’s measures for the administration of the use of raised funds, There is no case of changing the purpose of the raised funds in a disguised form and damaging the interests of shareholders, and there is no case of illegal use of the raised funds.
8、 Appendix to the announcement of online disclosure
(I) the special verification report issued by the independent financial consultant on the deposit and use of the annual raised funds of the listed company; (II) the assurance report issued by the accounting firm on the deposit and use of the annual raised funds of the listed company.
It is hereby announced.
China National Medicines Corporation Ltd(600511) March 17, 2022
Attached table 1: comparison table of use of raised funds (unit: 1000 yuan)
Total amount of raised funds 102999975 total amount of raised funds invested in this year:
Net raised funds (after deducting underwriting Commission and other issuance expenses of securities companies) 132913
