Securities code: Chengdu Easton Bio Pharmaceuticals Co.Ltd(688513) securities abbreviation: Chengdu Easton Bio Pharmaceuticals Co.Ltd(688513) Announcement No.: 2022010 Chengdu Easton Bio Pharmaceuticals Co.Ltd(688513)
Announcement on the use of temporarily idle raised funds for cash management
The board of directors and all directors of the company guarantee that there are no false records and misleading statements in the contents of this announcement
State or major omissions, and bear legal responsibility for the authenticity, accuracy and integrity of its contents according to law.
On March 28, 2022, Chengdu Easton Bio Pharmaceuticals Co.Ltd(688513) (hereinafter referred to as “the company” or ” Chengdu Easton Bio Pharmaceuticals Co.Ltd(688513) “) held the second meeting of the third board of directors and the second meeting of the third board of supervisors, deliberated and adopted the proposal on cash management with temporarily idle raised funds, and agreed that the company, on the premise of ensuring that the safety of raised funds and the use schedule of investment project funds are not affected, Use the temporarily idle raised funds of no more than 600 million yuan (including this amount) for cash management for the purchase of investment products with high safety and good liquidity (including but not limited to structural deposits, time deposits, large certificates of deposit, principal guaranteed income certificates of securities companies, national debt reverse repurchase, etc.). Within the above limit, the funds can be used on a rolling basis, and the service life shall not exceed 18 months from the date of deliberation and approval by the board of directors. The board of directors is requested to authorize the chairman to exercise the decision-making power and sign relevant legal documents. The specific matters shall be organized and implemented by the Finance Department of the company. The independent directors of the company have expressed their independent opinions with explicit consent, and the sponsor Citic Securities Company Limited(600030) (hereinafter referred to as the “sponsor”) has issued verification opinions. The relevant information is hereby announced as follows:
1、 Basic information of raised funds
The initial public offering price of the company’s shares approved by the China Securities Regulatory Commission is RMB RMB 11209174059, and the net amount of raised funds is RMB 122270065941. The above raised funds have been verified by Zhonghui Certified Public Accountants (special general partnership) and issued the capital verification report of “Zhonghui kuaiyan [2020] No. 5681”. The company has adopted the special account storage management for the raised funds in accordance with the regulations, and the company and its subsidiaries have signed the three-party supervision agreement and four party supervision agreement for the raised funds with the sponsor and the special account supervision bank. For details, please refer to the website of Shanghai Stock Exchange disclosed by the company on September 1, 2020（ http://www.sse.com.cn. ）Announcement on the listing of Chengdu Easton Bio Pharmaceuticals Co.Ltd(688513) initial public offering of shares on the science and innovation board.
As the construction of the project invested by the raised funds needs a certain period, according to the construction progress of the project invested by the raised funds, some of the raised funds are temporarily idle at this stage.
2、 Basic information of investment projects with raised funds
According to the announcement on the listing of Chengdu Easton Bio Pharmaceuticals Co.Ltd(688513) initial public offering of shares on the science and innovation board and the announcement on the change of purpose and internal structure adjustment of some investment projects with raised funds (Announcement No.: 2021036) disclosed by the company on the website of Shanghai Stock Exchange on September 25, 2021, the funds raised by the company’s initial public offering of RMB common shares (A shares) are used for the following items after deducting the issuance expenses:
Unit: 10000 yuan
Project name total investment commitment
1、 Committed investment projects
1. 62 Shenzhen Fountain Corporation(000005) 104500 base construction project for the industrialization of innovative drug series products in the field of major diseases
2. Drug clinical research project 1211 Nbtm New Materials Group Co.Ltd(600114) 0000
3. Biological drug research project 13117001285500
4. International standard pharmaceutical R & D technology platform project 1090500610000
5. Innovation capacity building project of Technology Center 27 Shenzhen Energy Group Co.Ltd(000027) 0000
6. Information system construction project 2 China Vanke Co.Ltd(000002) 00000
7. Supplementary working capital 3000000
Subtotal of committed investment projects 1328380011610000
2、 Investment direction of over raised funds
1. Supplementary working capital 617084
Total 1328380012227084
3、 Basic information of cash management using temporarily idle raised funds this time
(I) investment purpose
In order to further standardize the use and management of the company’s raised funds, on the premise of not affecting the normal progress of the investment plan of the raised funds, the rational use of some temporarily idle raised funds for cash management can improve the use efficiency of the raised funds.
(II) amount and term
On the premise of ensuring that the safety of the raised funds and the use schedule of the investment project funds are not affected, the company plans to use the temporarily idle raised funds of no more than 600 million yuan (including this amount) for cash management. Within the above limit, the funds can be used on a rolling basis, and the use period shall not exceed 18 months from the date of deliberation and approval by the board of directors.
(III) types of investment products
The company will strictly control risks in accordance with relevant regulations and plans to use the temporarily idle raised funds to purchase investment products with high safety and good liquidity (including but not limited to structural deposits, time deposits, large certificates of deposit, principal guaranteed income certificates of securities companies, reverse repurchase of treasury bonds, etc.). When selecting investment products, the company’s relevant products must belong to products with low risk, high safety and good liquidity.
(IV) validity of the resolution
Valid within 18 months from the date of deliberation and approval by the board of directors.
(V) implementation mode
After the approval of the board of directors of the company, the chairman of the company shall make investment decisions and sign relevant documents within the above quota range and the validity period of the resolution, including but not limited to: selecting qualified professional financial institutions, clarifying the amount and period of cash management, selecting products / business varieties, signing contracts and other agreements. The specific matters shall be organized and implemented by the Finance Department of the company.
(VI) information disclosure
The company will timely perform the obligation of information disclosure in accordance with the relevant provisions of Shanghai Stock Exchange and will not change the purpose of the raised funds in a disguised form.
(VII) distribution of cash management income
The proceeds from the cash management of the idle raised funds used by the company will be owned by the company and will be used in strict accordance with the requirements and management of the regulatory measures for raised funds issued by the CSRC and Shanghai Stock Exchange.
4、 Impact on the daily operation of the company
The use of some temporarily idle raised funds for cash management is carried out on the premise of ensuring that it will not affect the implementation of the company’s investment plan of raised funds and effectively control investment risks, will not affect the development and construction process of the company’s investment projects with raised funds, and will not damage the interests of the company and shareholders. Appropriate and timely cash management of some idle raised funds can improve the use efficiency of funds and obtain more return on investment for the company and shareholders.
5、 Investment risk and risk control measures
(I) investment risk
Although the company chooses low-risk investment and wealth management products, the financial market is greatly affected by the macro economy. The company will intervene appropriately according to the economic situation and changes in the financial market, but it does not rule out that the investment is affected by market fluctuations.
(II) risk control measures
1. The company will handle relevant cash management business in strict accordance with relevant laws and regulations such as the Listing Rules of Shanghai Stock Exchange science and innovation board, the articles of association and the company’s management system for raised funds; 2. The audit and supervision department of the company is responsible for auditing and supervising the use and custody of cash management, and regularly reviewing the approval, actual operation, fund use, profit and loss of cash management;
3. The Finance Department of the company arranges special personnel to timely analyze and track the investment direction of cash management products and project progress. Once adverse factors are found or judged, corresponding preservation measures must be taken in time to control risks;
4. Independent directors and the board of supervisors have the right to supervise and inspect the use of funds, and can hire professional institutions to audit when necessary;
5. The company will perform the obligation of information disclosure in a timely manner in strict accordance with the relevant provisions of the China Securities Regulatory Commission and the Shanghai Stock Exchange.
6、 Review procedure and compliance description
The company held the second meeting of the third board of directors and the second meeting of the third board of supervisors on March 28, 2022, deliberated and adopted the proposal on using temporarily idle raised funds for cash management, and agreed that the company would use temporarily idle raised funds of no more than 600 million yuan (including this amount) for cash management without affecting the safety of raised funds and the use schedule of investment project funds, For the purchase of investment products with high safety and good liquidity, within the above limit, the funds can be used on a rolling basis, and the service life shall not exceed 18 months from the date of deliberation and approval by the board of directors. The use of some idle raised funds for cash management this time meets the requirements of relevant laws and regulations. The independent directors of the company expressed their independent opinions on the matter, and the recommendation agency of the company issued verification opinions.
7、 Description of special opinions
(I) opinions of independent directors
The independent directors of the company believe that: the company plans to use the temporarily idle raised funds for cash management, and within the above limit, the decision-making procedures for the rolling use of funds comply with laws such as the guidelines for the supervision of listed companies No. 2 – regulatory requirements for the management and use of raised funds of listed companies, the guidelines for the application of self regulatory rules for listed companies on the science and Innovation Board of Shanghai Stock Exchange No. 1 – standardized operation Laws and regulations, normative documents, the articles of association and the company’s management system for raised funds. The company’s use of some temporarily idle raised funds for cash management does not conflict with the construction content of the raised funds investment project, does not affect the normal implementation of the raised funds investment project, does not change the purpose of the raised funds in a disguised manner, does not affect the normal development of the company’s main business, and does not damage the interests of the company and all shareholders, especially small and medium-sized shareholders. In conclusion, the independent directors of the company agree to use the temporarily idle raised funds for cash management.
(II) opinions of the board of supervisors
The board of supervisors of the company believes that the company uses the temporarily idle raised funds for cash management and has fulfilled the necessary approval procedures, which can improve the utilization efficiency of the raised funds and increase the income of the company’s cash assets, which is in line with the interests of the company and all shareholders. In conclusion, the board of supervisors of the company agrees that the company uses the temporarily idle raised funds for cash management.
(III) opinions of the recommendation institution
The sponsor believes that: Chengdu Easton Bio Pharmaceuticals Co.Ltd(688513) the use of temporarily idle raised funds for cash management does not change or change the purpose of raised funds in a disguised form and damage the interests of shareholders, which will not affect the normal progress of the investment project of raised funds.
According to the relevant provisions of the Listing Rules of Shanghai Stock Exchange on the science and innovation board and the articles of association, the above matters do not need to be submitted to the general meeting of shareholders for deliberation. The matter has been deliberated and approved by the board of directors, the board of supervisors and independent directors have expressed their consent, performed the necessary procedures, and complied with the Listing Rules of Shanghai Stock Exchange on the science and innovation board Relevant provisions of laws, administrative regulations, departmental rules and business rules, such as guidelines for the supervision of listed companies No. 2 – regulatory requirements for the management and use of raised funds by listed companies (revised in 2022), guidelines for the application of self regulatory rules for listed companies on the science and Innovation Board of Shanghai stock exchange No. 1 – standardized operation, measures for the continuous supervision of listed companies on the science and Innovation Board (for Trial Implementation). The company’s use of idle raised funds for cash management is conducive to improving the use efficiency of raised funds and in line with the interests of the company and all shareholders.
In conclusion, the recommendation institution has no objection to the cash management of the company’s use of some temporarily idle raised funds. 8、 Online announcement document
(I) announcement on the resolution of the second meeting of Chengdu Easton Bio Pharmaceuticals Co.Ltd(688513) the third board of directors; (II) announcement on the resolution of the second meeting of Chengdu Easton Bio Pharmaceuticals Co.Ltd(688513) the third board of supervisors; (III) independent opinions of Chengdu Easton Bio Pharmaceuticals Co.Ltd(688513) independent directors on matters related to the second meeting of the third board of directors;
(IV) verification opinions of Citic Securities Company Limited(600030) on Chengdu Easton Bio Pharmaceuticals Co.Ltd(688513) using temporarily idle raised funds for cash management issued by Citic Securities Company Limited(600030) Citic Securities Company Limited(600030) .
It is hereby announced.
Chengdu Easton Bio Pharmaceuticals Co.Ltd(688513)
Board of directors
March 29, 2022
