Guosen Securities Co.Ltd(002736)
About Zhejiang Shouxiangu Pharmaceutical Co.Ltd(603896) use
Verification opinions on cash management of temporarily idle raised funds and self owned funds Guosen Securities Co.Ltd(002736) (hereinafter referred to as ” Guosen Securities Co.Ltd(002736) “) as the sponsor of Zhejiang Shouxiangu Pharmaceutical Co.Ltd(603896) (hereinafter referred to as ” Zhejiang Shouxiangu Pharmaceutical Co.Ltd(603896) ” or “the company”) for initial public offering of shares and listing and public issuance of convertible corporate bonds, in accordance with the administrative measures for securities issuance and listing recommendation business According to the requirements of relevant laws, regulations and normative documents 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, the stock listing rules of Shanghai Stock Exchange, the guidelines for the self discipline supervision of listed companies of Shanghai Stock Exchange No. 1 – standardized operation, after careful verification, on the cash management of Zhejiang Shouxiangu Pharmaceutical Co.Ltd(603896) plans to use some temporarily idle raised funds and self owned funds, The special verification opinions are as follows: I. Basic information of raised funds
(I) funds raised from initial public offering
Approved by the reply on approving Zhejiang Shouxiangu Pharmaceutical Co.Ltd(603896) initial public offering of shares (zjxk [2017] No. 520) issued by China Securities Regulatory Commission, the company issued 34950000 ordinary shares in RMB for the initial public offering, with an issue price of 11.54 yuan per share and a total raised capital of 40332300000 yuan. After deducting the new share issuance expenses paid by the company for this stock offering, the total amount of the new share issuance expenses was 451 Shanghai Pudong Development Bank Co.Ltd(600000) 0 yuan, The net amount of raised funds is 35816300000 yuan.
All the above-mentioned raised funds were in place on May 4, 2017 and deposited in the special account for raised funds. Lixin Certified Public Accountants (special general partnership) verified the availability of funds for the company’s initial public offering and issued the capital verification report (xksbz [2017] No. zf10516).
(II) funds raised by public issuance of convertible corporate bonds
Approved by the reply on approving Zhejiang Shouxiangu Pharmaceutical Co.Ltd(603896) public issuance of convertible corporate bonds (zjxk [2020] No. 658) of China Securities Regulatory Commission, the company has publicly issued 360 million yuan of convertible corporate bonds, with a face value of 100 yuan each, a total of 3 Shanghai Pudong Development Bank Co.Ltd(600000) , with a term of 6 years. After deducting the issuance expenses paid by the company for the convertible corporate bonds, the net amount of funds actually raised was 34915566038 yuan.
All the above-mentioned raised funds have been put in place on June 15, 2020 and deposited in the special account for raised funds for management. Lixin Certified Public Accountants (special general partnership) has verified the receipt of raised funds and issued the capital verification report on the paid in subscription funds (xksbz [2020] No. zf10574).
The company adopts a special account storage system for the raised funds and has established relevant special accounts for the raised funds. After the raised funds are received, they have been deposited in the special account for the raised funds, and a supervision agreement has been signed with the sponsor and the bank storing the raised funds.
2、 Use of raised funds
(I) investment plan and use of raised funds
(1) Initial public offering of shares to raise funds
According to the verification report on the annual deposit and use of raised funds (xksbz [2022] No. zf10123), the specific use of the funds raised by the company’s initial public offering is as follows:
Unit: 10000 yuan
As of 2021, the total amount of project investment of No. raised funds use projects and the cumulative investment amount of raised funds as of December 31
1. Construction project of traditional Chinese medicine decoction piece production line 181444218144422006263
2. Marketing network construction project 108578210857821112777
3 R & D center expansion project 381406381406392313
4. Replenish working capital and repay bank loans 30 Fawer Automotive Parts Limited Company(000030) Fawer Automotive Parts Limited Company(000030) 0000
Total 35816303811352
In 2021, the company actually used 6173842687 yuan of funds raised by IPO, and the net amount of interest received from bank deposits after deducting handling charges was 198315332 yuan. In this year, the company did not use idle raised funds to purchase financial products. As of December 31, 2021, the balance of raised funds is 0.00 yuan, of which the balance of cash management with temporarily idle raised funds is 0.00 yuan.
(2) Public issuance of convertible corporate bonds to raise funds
According to the verification report on the annual deposit and use of raised funds (xksbz [2022] No. zf10123), the specific use of the funds raised by the company’s public issuance of convertible corporate bonds is as follows:
Unit: 10000 yuan
Project Name: total amount of raised funds proposed to be used for project investment as of December 31, 2021
Health care industry construction project
2 Zhejiang Shouxiangu Pharmaceutical Co.Ltd(603896) Health Industrial Park health food 13165571316557481553 construction project (production line construction)
Total 3491557725475
In 2021, the company actually used 7137046807 yuan of funds raised from public issuance of convertible corporate bonds, received 1397049988 yuan of bank deposit interest net of handling charges, and obtained 104814110 yuan of income from cash management with temporarily idle raised funds.
As of December 31, 2021, the balance of raised funds was 29295717243 yuan, of which the balance of cash management with temporarily idle raised funds was 26400000000 yuan.
(II) basic information of cash management by using some idle raised funds in the previous time
The company held the 23rd Meeting of the third board of directors on April 27, 2021, deliberated and approved the proposal on using some temporarily idle raised funds and self owned funds for cash management, and agreed that the company would use no more than 400 million yuan of temporarily idle raised funds and no more than 500 million yuan of temporarily idle self owned funds to purchase financial products with high safety, good liquidity and low risk, and the service life would not exceed 12 months, The resolution shall be valid for 12 months from the date of deliberation and adoption. Within the validity period of the above quota and resolution, it can be recycled and used. The idle raised funds will be returned to the special account for raised funds in time after the expiration of the authorized financial management.
As of December 31, 2021, the balance of the company’s cash management with temporarily idle raised funds was 26400000000 yuan.
3、 Basic information of cash management by using some idle raised funds and self owned funds this time
(I) investment purpose
In order to improve the use efficiency of funds, without affecting the construction of investment projects with raised funds and the normal operation of the company, rational use of some temporarily idle raised funds and self owned funds to buy financial products with high safety and good liquidity can increase the capital income and obtain more returns for the company and shareholders.
(II) amount and term
The company plans to use no more than 600 million yuan of temporarily idle raised funds and no more than 600 million yuan of temporarily idle own funds for cash management. The idle raised funds are used to invest in principal guaranteed financial products with high security, good liquidity and low risk, such as structural deposits and large certificates of deposit. The idle self owned funds are used to invest in financial products with high security, good liquidity and low risk. The service life shall not exceed 12 months. They can be used circularly and continuously within the validity period of the above quota and resolution. The idle raised funds will be returned to the special account for raised funds in time after the expiration of the authorized financial management.
(III) types of investment products
The company plans to use the temporarily idle raised funds to invest in principal guaranteed financial products with high security, good liquidity and low risk, such as structured deposits and large certificates of deposit; Use temporarily idle self owned funds to invest in financial products with high safety, good liquidity and low risk. The above investment varieties do not involve securities investment, and shall not be used in stocks and their derivatives, securities investment funds and bank financial management or trust products for the purpose of securities investment and unsecured bonds as the investment object. Financial management products shall not be pledged.
(IV) validity period of investment resolution
Valid within 12 months from the date of deliberation and approval by the general meeting of shareholders of the company.
(V) implementation mode
Within the limit, the board of directors authorizes the management of the company to handle matters related to the use of idle raised funds and self owned funds to purchase financial products, and the specific matters shall be organized and implemented by the Finance Department of the company.
(VI) information disclosure
The company will fully disclose relevant information in accordance with the relevant provisions of Shanghai Stock Exchange and other regulatory authorities.
4、 Investment risk analysis and risk control measures
(I) investment risk
1. Although short-term breakeven financial products belong to low-risk investment varieties, the financial market is greatly affected by macro-economy, so it is not excluded that the investment is affected by market fluctuations;
2. The company will intervene timely and appropriately according to the economic situation and changes in the financial market, so the actual income of short-term investment is unpredictable;
3. The relevant staff have the risk of illegal operation and out of control supervision.
(II) risk control measures
1. When purchasing financial products, the company will choose investment products with good liquidity, high security and a term of no more than 12 months, and clarify the amount, term, investment varieties, rights, obligations and legal liabilities of both parties;
2. The financial department of the company shall establish an investment account and timely analyze and track the changes in the net value of products. If the evaluation finds that there are risk factors that may affect the safety of the company’s funds, corresponding measures will be taken in time to control the investment risk;
3. 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;
4. The company’s internal audit institution is responsible for conducting a comprehensive inspection of the products, reasonably predicting the possible risks and benefits of various investments according to the principle of prudence, and regularly reporting to the audit committee of the board of directors;
5. The company will disclose the purchase and profit and loss of financial products during the reporting period in the regular report in accordance with the relevant provisions of Shanghai Stock Exchange.
5、 Impact Analysis on the company
The company’s use of some idle raised funds and self owned funds to invest in financial products is carried out on the premise of ensuring sufficient funds for the company’s raised investment projects, ensuring the safety of raised funds, ensuring the capital demand of daily operation and effectively controlling investment risks, Comply with the provisions of relevant laws, regulations and normative documents 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, the guidelines for the self discipline supervision of listed companies No. 1 – standardized operation of Shanghai Stock Exchange, and there is no change in the purpose of raised funds, which will not affect the normal turnover needs of the company’s daily funds and the normal operation of raised funds, It will not affect the normal development of the company’s main business. At the same time, it can improve the efficiency of capital use, obtain a certain return on investment, further improve the company’s performance level and seek more return on investment for the company and shareholders. 6、 Approval of cash management with idle raised funds this time
The 32nd meeting of the third board of directors and the 22nd Meeting of the third board of supervisors of the company considered and approved the proposal on using some temporarily idle raised funds and self owned funds for cash management, and the independent directors also expressed their independent opinions with explicit consent. The proposal will also be submitted to the 2021 annual general meeting of the company for deliberation.
7、 Verification opinions of the recommendation institution
Guosen Securities Co.Ltd(002736) reviewed the information of the board of directors, the information of the board of supervisors and the opinions of independent directors related to Zhejiang Shouxiangu Pharmaceutical Co.Ltd(603896) the proposed use of some idle raised funds and self owned funds for cash management. After verification, it is considered that the company’s use of some idle raised funds and self owned funds for cash management has been reviewed and approved by the board of directors and the board of supervisors, and the independent directors have expressed their independent opinions with explicit consent, The necessary deliberation procedures have been performed, the decision-making procedures of the matter are legal and compliant, and there is no situation of changing the use purpose of the raised funds in a disguised form or damaging the interests of the shareholders of the company.
To sum up, Guosen Securities Co.Ltd(002736) is responsible for Zhejiang Shouxiangu Pharmaceutical Co.Ltd(603896) using some idle raised funds and self owned funds for cash management
