China International Capital Corporation Limited(601995) about China National Medicines Corporation Ltd(600511)
Verification opinions on temporarily replenishing working capital with some idle raised funds
China International Capital Corporation Limited(601995) (hereinafter referred to as ” China International Capital Corporation Limited(601995) “) as an independent financial consultant in the continuous supervision stage of China National Medicines Corporation Ltd(600511) (hereinafter referred to as ” China National Medicines Corporation Ltd(600511) ” or “the company”) issuing shares to purchase assets and raising supporting funds from Sinopharm Holding Co., Ltd. according to the guidelines for the supervision of listed companies No. 2 – regulatory requirements for the management and use of raised funds of listed companies According to the self regulatory guidelines for listed companies of Shanghai Stock Exchange No. 1 – standardized operation, the measures for the administration of China National Medicines Corporation Ltd(600511) raised funds and the articles of association, due diligence has been conducted on China National Medicines Corporation Ltd(600511) using some idle raised funds to temporarily supplement working capital. The specific verification results are as follows:
1、 Basic information of raised funds
Approved by the reply of China Securities Regulatory Commission (hereinafter referred to as “CSRC”) 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).
The company actually issued 41365452 ordinary shares in RMB in a non-public offering, with an issue price of 24.90 yuan per share, and the total amount of funds raised was 102999975480 yuan. After deducting 1178215281 yuan of issuance expenses (including tax), the net amount of funds actually raised was 101821760199 yuan. All the funds raised in this offering were received on May 23, 2017. ShineWing Certified Public Accountants (special general partnership) issued the capital verification report of Sinopharm Group Pharmaceutical Co., Ltd. (xyzh / 2017bja60549) on the arrival of the raised funds to confirm the arrival of the issuer’s raised funds.
The company has implemented a special account storage system for the raised funds, and signed a tripartite supervision agreement for the raised funds with the opening bank and independent financial consultant.
2、 Basic information of investment projects with raised funds
The committed investment of the raised funds is up to December 31, 2021
Remarks: total investment amount of No. commitment investment project (10000 yuan) accumulated investment amount as of the date (10000 yuan)
(yuan)
1 hospital supply chain extension project 6505795 – not implemented (Note 1)
2 community hospital pharmacy trusteeship project 1237820 – not implemented (Note 1)
The committed investment of the raised funds is up to December 31, 2021
Remarks: total investment amount of No. commitment investment project (10000 yuan) accumulated investment amount as of the date (10000 yuan)
(yuan)
3 hospital cold chain logistics system construction 2028583 – not implemented (Note 1) project
4 information system construction project 524000397997 has been implemented
Total 10296198397997-
Note 1: the company held the 8th meeting of the 7th board of directors on August 22, 2018, deliberated and approved the proposal on the construction extension of projects invested with raised funds (pro 2018052)
As of December 31, 2021, the balance of the company’s raised funds account is as follows:
Account name bank account balance (yuan)
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、 Temporary replenishment of working capital with some idle raised funds used in the previous time
On March 17, 2021, the 26th meeting of the seventh board of directors of the company deliberated and approved the proposal on temporarily replenishing working capital with some idle raised funds, and agreed to temporarily use the idle raised funds of no more than 854 million yuan to replenish working capital, with a service life of no more than 12 months from the date of approval of the relevant meeting of the board of directors of the company. As of March 16, 2022, the company has returned all the idle raised funds actually used for temporary replenishment of working capital to the special account for raised funds of the company.
4、 Temporary replenishment of working capital with some idle raised funds this time
In accordance with the self regulatory guidelines for listed companies of Shanghai Stock Exchange No. 1 – standardized operation, the regulatory guidelines for listed companies No. 2 – regulatory requirements for the management and use of raised funds of listed companies, the measures for the administration of raised funds of Sinopharm Pharmaceutical Co., Ltd. and other relevant provisions, on the premise of ensuring the normal progress of investment projects with raised funds, In order to fully improve the use efficiency of the company’s funds, reduce financial expenses and safeguard the interests of the company and all shareholders, after deliberation and approval at the relevant meeting of the company’s board of directors, the company plans to temporarily use part of the idle raised funds of no more than 854 million yuan to supplement working capital, and the service life shall not exceed 12 months from the date of approval at the relevant meeting of the company’s board of directors, The above funds will be returned to the special account for raised funds with their own funds before maturity. As the responsible department for replenishing working capital with the raised funds, the financial department of the company will supervise the use of the raised funds to replenish working capital in strict accordance with the articles of association and the measures for the administration of China National Medicines Corporation Ltd(600511) raised funds.
The borrowing of some idle raised funds will not change the purpose of the raised funds, nor will it affect the normal operation of the investment plan of the raised funds. It is limited to the production and operation related to the main business, and will not be directly or indirectly used for the placement and purchase of new shares, or for investing in stocks and their derivatives, convertible corporate bonds, etc.
5、 Decision making procedures for temporarily replenishing working capital with some idle raised funds this time
The proposed use of some idle raised funds to temporarily supplement working capital has been deliberated and adopted at the 37th meeting of the seventh board of directors of the company. The independent directors and the board of supervisors have expressed their explicit consent, and the approval and decision-making procedures meet the relevant requirements.
6、 Verification opinions of independent financial advisor
After verification, the independent financial advisor believes that: China National Medicines Corporation Ltd(600511) this use of some idle raised funds to temporarily supplement working capital has been reviewed and approved by the board of directors of the company, the independent directors and the board of supervisors of the company have expressed their explicit consent, and the necessary decision-making procedures have been performed, which is in line with the provisions of relevant laws, regulations and normative documents on the decision-making procedures for the use of raised funds.
On the premise of ensuring the normal operation of the construction fund demand and the use plan of the raised funds for the investment projects with raised funds, China National Medicines Corporation Ltd(600511) will temporarily use part of the idle raised funds of no more than 854 million yuan to supplement the working capital, and the service life shall not exceed 12 months from the date of deliberation and approval by the board of directors. Before the expiration of the service life of the above idle raised funds temporarily used to supplement working capital, the company will return the funds to the special account for raised funds in time. Part of the idle raised funds temporarily used to supplement the working capital of the company will be used for the main business and will not invest in trading financial assets. This time, it is planned to continue to use some idle raised funds to supplement working capital temporarily, which does not conflict with the implementation plan of the company’s raised funds investment projects, will not affect the normal implementation of the raised funds investment projects, and there is no change or disguised change in the investment direction of the raised funds and damage the interests of shareholders.
To sum up, the independent financial advisor has no objection to China National Medicines Corporation Ltd(600511) this use of some idle raised funds to temporarily supplement working capital.
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(there is no text on this page, which is the signature and seal page of China International Capital Corporation Limited(601995) verification opinions on China National Medicines Corporation Ltd(600511) using some idle raised funds to temporarily supplement working capital)
Financial advisor sponsor: Zhang Lei, Chen Chao
China International Capital Corporation Limited(601995) March 17, 2022
