Stock Code: China National Medicines Corporation Ltd(600511) stock abbreviation: China National Medicines Corporation Ltd(600511) Announcement No.: pro 2022011
China National Medicines Corporation Ltd(600511) about proposed
Announcement on continuing to use some idle raised funds to temporarily supplement working capital
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
Approved by the reply on approving China National Medicines Corporation Ltd(600511) to issue shares to purchase assets and raise supporting funds from Sinopharm Holding 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”) was approved to issue 212736835 shares to Sinopharm Holding Co., Ltd Issue 11990013 shares to Beijing Changxin Yida Investment Consulting Co., Ltd. and 20075116 shares to Beijing Konruns Pharmaceutical Co.Ltd(603590) to purchase relevant assets. At the same time, approve the company to privately issue no more than 41035851 new shares to specific domestic investors to raise the matching funds for the purchase of assets by issuing shares this 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.
In order to standardize the management and use of the company’s raised funds and protect the rights and interests of investors, the company has established relevant special accounts for raised funds. All the raised funds have been deposited in the special account for raised funds opened with the approval of the board of directors. The company and its wholly-owned subsidiary Sinopharm holdings Beijing Co., Ltd. (some project implementation entities) have signed the tripartite supervision agreement on the storage of special account for raised funds and the quadripartite supervision agreement on the storage of special account for raised funds with the deposit bank and independent financial consultant respectively. 2、 Basic information of investment projects with raised funds
Remarks on the commitment to raise funds for investment projects as of December 31, 2021
Total investment amount (10000 yuan) cumulative investment amount (10000 yuan)
1 hospital supply chain extension project 6505795 – not implemented (Note 1)
2 community hospital pharmacy trusteeship project 1237820 – not implemented (Note 1)
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, considered and approved the proposal on the construction extension of projects invested with raised funds (see announcement Pro 2018052 for details)
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 shares China Citic Bank Corporation Limited(601998) 811070101340059841324574569153
Copy Co., Ltd. Beijing Zizhuqiao sub branch
Sinopharm Beijing China Citic Bank Corporation Limited(601998) 81107010148014607031362515393
Limited company 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 above idle raised funds actually used for temporary replenishment of working capital to the special account for raised funds of the company. For details, please refer to the website of Shanghai Stock Exchange on March 15, 2022（ http://www.sse.com.cn./ ）The announcement of China National Medicines Corporation Ltd(600511) on the return of temporary supplementary working capital of some idle raised funds (see announcement Pro 2022003 for details).
4、 It is planned to use some idle raised funds to supplement working capital temporarily this time
In accordance with the self regulatory guidelines for listed companies of Shanghai Stock Exchange No. 1 – standardized operation, regulatory guidelines for listed companies No. 2 – regulatory requirements for the management and use of raised funds of listed companies, measures for the management of China National Medicines Corporation Ltd(600511) raised funds 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.
The financial department of the company, as the responsible department for replenishing working capital with the raised funds, 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 management of 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、 The review procedure of the board of directors on the plan of temporarily replenishing working capital with some idle raised funds and whether it meets the regulatory requirements.
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. Independent directors, the board of supervisors and independent financial advisers have expressed their explicit consent, and the approval and decision-making procedures meet the relevant requirements. 6、 Description of special opinions
1. Opinions of independent directors
The independent directors considered that: the company plans to use part of the idle raised funds to supplement the working capital temporarily, which will not affect the normal progress of the company’s fund-raising plan, and there is no behavior of changing the purpose of the raised funds in a disguised form. The company’s use of some idle raised funds to supplement working capital has fulfilled the necessary decision-making procedures, in line with the relevant provisions of the stock listing rules of Shanghai Stock Exchange, the self regulatory guidelines for listed companies of Shanghai Stock Exchange No. 1 – standardized operation, and the regulatory guidelines for listed companies No. 2 – regulatory requirements for the management and use of raised funds of listed companies. This proposal is conducive to improving the use efficiency of raised funds, reducing the company’s financial expenses and safeguarding the interests of all shareholders of the company. There is no situation that damages the interests of the company and its shareholders, especially small and medium-sized shareholders. In conclusion, we agree to continue to use some idle raised funds to supplement working capital temporarily.
2. Opinions of the board of supervisors
The board of supervisors considered that the company’s proposed use of some idle raised funds to temporarily supplement working capital has fulfilled the necessary decision-making procedures, and is in line with the stock listing rules of Shanghai Stock Exchange and the self regulatory guidelines for listed companies of Shanghai Stock Exchange No. 1 – standardized operation 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 raised funds by listed companies are conducive to improving the efficiency of the use of raised funds, do not affect the normal progress of the investment plan of raised funds, and there is no situation of changing the purpose of raised funds in a disguised manner and damaging the interests of shareholders. In conclusion, we agree to continue to use some idle raised funds to supplement working capital temporarily.
3. Verification opinions of independent financial advisor
After verification, the independent financial adviser believes that: China National Medicines Corporation Ltd(600511) this time, it is proposed to continue to use some idle raised funds to supplement working capital temporarily. After deliberation and approval by the board of directors, the independent directors and the board of supervisors of the company have expressed their explicit consent, and have fulfilled the necessary decision-making procedures, 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) the proposed use of some idle raised funds to temporarily supplement working capital.
It is hereby announced.
China National Medicines Corporation Ltd(600511) March 17, 2022
