Securities code: Zhejiang Shouxiangu Pharmaceutical Co.Ltd(603896) securities abbreviation: Zhejiang Shouxiangu Pharmaceutical Co.Ltd(603896) Announcement No.: 2022014 bond Code: 113585 bond abbreviation: Shouxian convertible bond
Zhejiang Shouxiangu Pharmaceutical Co.Ltd(603896)
On the use of some temporarily idle raised funds and self owned funds
Announcement of cash management
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.
Important content tips:
Amount and term of this entrusted financial management: Zhejiang Shouxiangu Pharmaceutical Co.Ltd(603896) (hereinafter referred to as “the company”) intends to use idle raised funds with a total amount of no more than 600 million yuan and idle self owned funds with a total amount of no more than 600 million yuan for cash management. The service life is within 12 months from the date of deliberation and approval by the general meeting of shareholders. Within the above amount and validity period, the funds can be used circularly and continuously.
Type of entrusted financial 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 structural 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.
Review procedures to be performed: on March 31, 2022, the company held the 32nd meeting of the third board of directors and the 22nd Meeting of the third board of supervisors to review and adopt the proposal on cash management using some temporarily idle raised funds and self owned funds respectively, and the independent directors of the company expressed their agreed independent opinions. This proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
1、 Basic information of raised funds
(I) funds raised from initial public offering
34950000 shares, the issue price is 11.54 yuan per share, and the total amount of raised funds is 40332300000 yuan. After deducting the new share issuance expenses paid by the company for this share issuance, the total amount of 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 36 million pieces, 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、 Basic information of cash management 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 cash management of the company with temporarily idle raised funds is 26400000000 yuan, of which the balance of cash management of funds raised from initial public offering is 0.00 yuan
3、 Basic information of cash management by using some idle raised funds and self owned funds this time
1. 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, reasonably use some temporarily idle raised funds and self owned funds for cash management, which can increase the capital income and obtain more returns for the company and shareholders.
2. Limit and term
According to the company’s current use of funds, the construction progress of raised investment projects and considering maintaining sufficient liquidity, 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 self owned funds for cash management, with a service life of no more than 12 months. 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.
3. Varieties of investment products
Idle raised funds are used 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.
4. Term of validity of investment resolution
Valid within 12 months from the date of deliberation and approval by the general meeting of shareholders of the company.
5. 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.
6. 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 this time is carried out on the premise of ensuring the sufficient funds required 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, and complies with 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 provisions of relevant laws, regulations and normative documents such as the guidelines for self discipline supervision of listed companies on Shanghai Stock Exchange No. 1 – standardized operation, there is no change in the purpose of raised funds in a disguised form, which will not affect the normal turnover needs of the company’s daily funds, the normal operation of raised funds projects and the normal development of the company’s main business. At the same time, it can improve the efficiency of fund use and obtain certain investment income, Further improve the company’s performance level and seek more return on investment for the company and shareholders. 6、 Review procedures and special opinions
(I) deliberations of the board of directors
On March 31, 2022, the 32nd meeting of the third board of directors of the company deliberated and approved the proposal on using some temporarily idle raised funds and self owned funds for cash management, and agreed to use temporarily idle raised funds with a total amount of no more than 600 million yuan and temporarily idle self owned funds with a total amount of no more than 600 million yuan for cash management.
(II) deliberation of the board of supervisors
On March 31, 2022, the company held the 22nd Meeting of the third board of supervisors, which deliberated and approved the proposal on using some temporarily idle raised funds and self owned funds for cash management. The board of supervisors agreed to use temporarily idle raised funds with a total amount of no more than 600 million yuan and temporarily idle self owned funds with a total amount of no more than 600 million yuan for cash management.
(III) opinions of independent directors
The independent directors of the company expressed their unanimous independent opinions that the company’s use of some idle raised funds and self owned funds for cash management this time is based on the premise of ensuring the funds required by the company’s raised investment projects and ensuring the safety of raised funds, ensuring the capital demand of daily operation and effectively controlling investment risks, Comply with the relevant provisions of the guidelines for the supervision of listed companies No. 2 – regulatory requirements for the management and use of raised funds by listed companies and the guidelines for the self discipline supervision of listed companies No. 1 – standardized operation of Shanghai Stock Exchange issued by the CSRC, and there is no change in the use of raised funds in a disguised manner, no damage to the interests of the company’s shareholders, and no impact on the normal turnover needs of the company’s daily funds, It will not affect the normal operation of the fund-raising projects. At the same time, it can improve the use efficiency of funds, obtain certain investment income, further improve the performance level of the company and seek more investment returns for the company and shareholders.
(IV) opinions of the recommendation institution
The recommendation institution has issued a clearly agreed verification opinion, which holds that the company’s use of idle raised funds and its own funds for cash management has been deliberated and approved by the board of directors and the board of supervisors of the company, and the independent directors have issued a clearly agreed independent opinion and performed the necessary deliberation procedures. The decision-making procedure of this matter is legal and compliant, and there is no situation of changing the use of raised funds in a disguised form, There is no damage to the interests of the company’s shareholders, and the recommendation institution has no objection to the company’s use of idle raised funds and its own funds for cash management.
It is hereby announced.
Zhejiang Shouxiangu Pharmaceutical Co.Ltd(603896) board of directors April 1, 2022
