Stock Code: Tianshui Zhongxing Bio-Technology Co.Ltd(002772) stock abbreviation: Tianshui Zhongxing Bio-Technology Co.Ltd(002772)
Bond Code: 128026 bond abbreviation: Zhongxing convertible bond Announcement No.: 2022028 Tianshui Zhongxing Bio-Technology Co.Ltd(002772)
On the closing of some investment projects with raised funds
And permanently supplement the working capital with the surplus raised funds
The company and all members of the board of directors guarantee that the information disclosed is true, accurate and complete without false records, misleading statements or major omissions.
Tianshui Zhongxing Bio-Technology Co.Ltd(002772) (hereinafter referred to as “the company”) held the 12th meeting of the 4th board of directors and the 6th meeting of the 4th board of supervisors on March 23, 2022, deliberated and adopted the proposal on closing some investment projects with raised funds and permanently replenishing the surplus raised funds with working capital, Whereas the company’s investment projects funded by convertible corporate bonds, Anyang Tianshui Zhongxing Bio-Technology Co.Ltd(002772) Technology Co., Ltd. (hereinafter referred to as “Anyang Zhongxing”) “20000 tons of Agaricus bisporus and 110000 tons of compost industrialized production project” and Wuwei Tianshui Zhongxing Bio-Technology Co.Ltd(002772) Technology Co., Ltd. (hereinafter referred to as “Wuwei Zhongxing”) “32400 tons of Flammulina velutipes industrialized circular economy industrial chain construction project” have been completed and put into operation, The board of directors agreed to close the above two items. At the same time, in order to improve the use efficiency of the raised funds, combined with the actual operation of the company, the company plans to raise 167911600 yuan of the surplus raised funds after the completion of the above raised investment projects (including interest and unpaid project balance / quality assurance deposit of 5047000 yuan, and the actual amount shall be subject to the balance of the special account on the day when the funds are transferred out) Permanently replenish working capital for the company’s daily operation and business development. This change does not constitute a connected transaction. According to the relevant provisions of the stock listing rules of Shenzhen Stock Exchange and the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 1 – standardized operation of listed companies on the main board, this matter needs to be submitted to the general meeting of shareholders of the company for deliberation. Relevant matters are hereby announced as follows:
1、 Overview of changes in investment projects with raised funds
(I) receipt of raised funds
With the approval of the reply on approving Tianshui Zhongxing Bio-Technology Co.Ltd(002772) public issuance of convertible corporate bonds (zjxk [2017] No. 2002) issued by the China Securities Regulatory Commission, the company publicly issued 9.2 million convertible corporate bonds on December 13, 2017, with a face value of 100 yuan each, issued at par, and raised a total of 92 million yuan. After deducting the issuance expenses, the net amount of funds actually raised was 902.9 million yuan. The above funds have been verified by Zhongshen Zhonghuan Certified Public Accountants (special general partnership) and issued the capital verification report (zhyz (2017) No. 080011).
(II) management and use of raised funds
1. Deposit and management of raised funds
In order to regulate the management and use of raised funds and protect the legitimate rights and interests of investors, in accordance with the provisions of laws, regulations and normative documents such as guidelines for the supervision of listed companies No. 2 – regulatory requirements for the management and use of raised funds by listed companies, stock listing rules of Shenzhen stock exchange and guidelines for the self discipline supervision of listed companies of Shenzhen Stock Exchange No. 1 – standardized operation of listed companies on the main board, In combination with the actual situation of the company, the measures for the management of Tianshui Zhongxing Bio-Technology Co.Ltd(002772) raised funds are formulated, which strictly stipulates the storage of the special account for raised funds, the use of raised funds, the change of the investment direction of raised funds, the management and supervision of raised funds and information disclosure.
On December 19, 2017, the second meeting of the 38th board of directors on opening convertible accounts of the company reviewed and approved the proposal on opening convertible accounts of the company. The company, its subsidiaries, the sponsor China International Capital Corporation Limited(601995) and the deposit bank of raised funds have signed a supervision agreement on raised funds. The opening and deposit of the company’s special account for raised funds are as follows:
Unit: 10000 yuan
Sequence item name deposit bank account name bank account number amount
number
Annual output of 20000 tons of Agaricus bisporus Bank Of Communications Co.Ltd(601328) shares Anyang Tianshui Zhongxing Bio-Technology Co.Ltd(002772) branch
1 and 110000 ton compost Factory Chemical Co., Ltd. 7290301280180100686574229000 production project Tianshui branch
2. Annual output of 32400 tons of Flammulina velutipes Gansu bank tianjilin Tianshui Zhongxing Bio-Technology Co.Ltd(002772) 610124002000136502400000 production line construction project water branch Technology Co., Ltd
Annual output of 32400 tons of Flammulina velutipes Bank Of Communications Co.Ltd(601328) guwuwei Tianshui Zhongxing Bio-Technology Co.Ltd(002772) branch
3. Industrial Technology Co., Ltd. of industrialized circular economy 7290301100180101120 Guangdong Advertising Group Co.Ltd(002400) 000 chain construction project Tianshui branch
Total 9029000
Note: the announcement on signing the supervision agreement on raised funds (Announcement No.: 2018004) is detailed in the company’s designated information disclosure media securities times, Shanghai Securities News and cninfo.com on January 12, 2018（ http://www.cn.info.com.cn. ）。
2. Use of raised funds
(1) The first extraordinary general meeting of the company in 2018, the annual general meeting of the company in 2018 and the first extraordinary general meeting of the company in 2020 all considered and approved the proposal of using part of the idle raised funds for cash management, so as to carry out cash management on part of the idle raised funds without affecting the investment projects of the company’s raised funds
To improve the efficiency of the use of raised funds. For details, please refer to cninfo.com, the designated information disclosure media of the company（ http://www.cn.info.com.cn. ）。
(2) On January 12, 2018, the company held the 40th meeting of the second board of directors and the 28th meeting of the second board of supervisors, deliberated and approved the proposal on using the raised funds to replace the self raised funds of the pre invested projects. The board of directors agreed that the company would use the raised funds of 30484613632 yuan to replace the pre invested “industrial production project with an annual output of 20000 tons of Agaricus bisporus and 110000 tons of compost” Self raised funds for “production line construction project with annual output of 32400 tons of Flammulina velutipes” and “industrial chain construction project with annual output of 32400 tons of industrialized circular economy of Flammulina velutipes”. For details, please refer to cninfo.com, the designated information disclosure media of the company（ http://www.cn.info.com.cn. ）。
(3) On September 22, 2020, the company held the 34th meeting of the third board of directors and the 20th meeting of the third board of supervisors, deliberated and adopted the proposal on changing the special account for raised funds. In order to optimize the management of the raised funds, the company changed the “20000 tons of Agaricus bisporus and 110000 tons of compost industrialized production project” and “32400 tons of Flammulina velutipes industrialized circular economy industrial chain construction project” to be stored in the bank. The company and the sponsor China International Capital Corporation Limited(601995) , the changed Deposit Bank Gansu bank, re signed the supervision agreement on raised funds. For details, please refer to cninfo.com, the designated information disclosure media of the company（ http://www.cn.info.com.cn. ）。
(III) cumulative investment of raised funds
As of March 21, 2022, the use and savings of funds raised by the company’s convertible corporate bonds are as follows:
Unit: 10000 yuan
Sequence commitment as of 2022 interest account project No. investment project implementation subject investment amount accumulated income balance as of March 21
An annual output of 20000 tons of Agaricus bisporus and Anyang Tianshui Zhongxing Bio-Technology Co.Ltd(002772) branch 4229000320685220205312242001 put into operation 10000 tons of compost industrialized production project technology Co., Ltd
2 annual production of 32400 tons of Flammulina velutipes Jilin Tianshui Zhongxing Bio-Technology Co.Ltd(002772) 24 China Vanke Co.Ltd(000002) 78587 748.982196311 construction middle line construction project technology Co., Ltd
Annual output of 32400 tons of Flammulina velutipes factory Wuwei Tianshui Zhongxing Bio-Technology Co.Ltd(002772) section
3. 24 China Vanke Co.Ltd(000002) 053094108009454915 production project of chemical circular economy industrial chain construction project technology Co., Ltd
Closing — 9029 Adama Ltd(000553) 85333849603875427
meter
2、 Closing and permanent replenishment of working capital of some investment projects with raised funds
Anyang Zhongxing “20000 tons of Agaricus bisporus and 110000 tons of compost industrialized production project” and Wuwei Zhongxing “32400 tons of Flammulina velutipes industrialized circular economy industrial chain construction project” have been completed and put into operation. Jilin Zhongxing’s “32400 ton annual production line construction project of Flammulina velutipes” is under construction. Due to its location in Northeast China, the annual effective construction time is relatively short, coupled with the repeated epidemic, it has a great impact on the overall construction progress. In 2021, the whole edible fungus industry is relatively depressed. The company will continue to pay attention to the industry trends and analyze and demonstrate the feasibility of the project in time.
(I) reasons for savings of raised funds
Through fine management, the company further strengthened project management and cost control, made full use of resources, optimized all links of the investment project from the actual situation of the project without affecting the smooth implementation and completion of the investment project with raised funds, and saved project investment. At the same time, in order to improve the use efficiency of the raised funds during the implementation of the raised investment project, the company used some temporarily idle raised funds for cash management on the premise of ensuring that the normal progress of the investment plan of the raised funds was not affected, and obtained more investment income.
(II) use plan of surplus raised funds
The “20000 ton annual production of Agaricus bisporus and 110000 ton compost industrialized production project” implemented by Anyang Zhongxing and the “32400 ton annual production of Flammulina velutipes industrialized circular economy industrial chain construction project” implemented by Wuwei Zhongxing have been completed and put into operation. In order to give full play to the use efficiency of the raised funds, create greater benefits for the company and all shareholders, and meet the demand for working capital for the growth of the company’s main business in the future, To promote the follow-up operation and long-term development of the company, the company plans to raise 167911600 yuan of surplus funds after the completion of the above-mentioned raised investment projects (including interest and unpaid project balance of 5.047 million yuan / quality assurance deposit, and the actual amount shall be subject to the balance of the special account on the day of fund transfer out) Permanently replenish working capital for the company’s daily operation and business development. After the funds are transferred out, the raised funds of “20000 tons of Agaricus bisporus and 110000 tons of compost industrialized production project” and “32400 tons of Flammulina velutipes industrialized circular economy industrial chain construction project” are all used up, and the company will cancel the special account for the raised funds. After the cancellation of the special account, the supervision agreement on raised funds signed by the company and its subsidiaries with the sponsor and the deposit bank shall be terminated accordingly. The unpaid balance of 5.047 million yuan / quality guarantee deposit in the raised investment project will be paid from the basic account of the company according to the contract.
3、 Impact of permanent replenishment of working capital with surplus raised funds and relevant explanations
The company uses the surplus raised funds of some projects to permanently supplement the working capital, which will help to improve the use efficiency of raised funds, reduce financial expenses, improve the operating efficiency of the company, and maximize the interests of the company and shareholders. There is no change or disguised change in the investment direction of the raised funds, and there is no violation of the relevant provisions on the use of the raised funds stipulated in laws, regulations and normative documents.
4、 On March 23, 2022, the company held the 12th meeting of the 4th board of directors and the 6th meeting of the 4th board of supervisors, deliberated and adopted the proposal on closing some investment projects with raised funds and permanently replenishing working capital with surplus raised funds. The board of directors agreed to conclude the “industrialized production project of Agaricus bisporus with an annual output of 20000 tons and 110000 tons of compost” and the “industrialized circular economy industrial chain construction project of Flammulina velutipes with an annual output of 32400 tons”. At the same time, in order to improve the use efficiency of the raised funds and in combination with the actual operation of the company, it is agreed to raise the surplus raised funds after the completion of the above raised investment projects by 16791
