Securities code: 301258 securities abbreviation: fujilai Announcement No.: 2022001 Suzhou fujilai Pharmaceutical Co., Ltd
Announcement on signing the tripartite supervision agreement for raised funds
The company and all members of the board of directors guarantee that the contents of the announcement are true, accurate and complete without false records, misleading statements or major omissions.
1、 Basic information of raised funds
With the approval of the reply on Approving the initial public offering of Suzhou fujilai Pharmaceutical Co., Ltd. (zjxk [2022] No. 251) issued by the China Securities Regulatory Commission (hereinafter referred to as the “CSRC”), the company issued 2292000 ordinary shares (A shares) in RMB for the first time, with a par value of RMB 1.00 per share, an issue price of 48.30 yuan / share, and a total raised capital of 1107036000 yuan, After deducting relevant issuance expenses (excluding tax) of 103901 million yuan, the net amount of funds actually raised was 1003135 million yuan. The raised funds have been transferred to the designated account of the company on March 23, 2022. Rongcheng Certified Public Accountants (special general partnership) has verified the capital availability of the company’s initial public offering of shares on March 23, 2022 and issued the capital verification report “Rongcheng Yan Zi [2022] No. 230z0049”. The company has opened a special account for the raised funds, stored the raised funds in a special account, and signed the tripartite supervision agreement for the raised funds with the account opening bank and the sponsor.
2、 The signing of the tripartite supervision agreement for raised funds and the opening of the special account for raised funds are to standardize the storage, use and management of raised funds, improve the use efficiency of raised funds and protect the rights and interests of investors, According to the regulatory 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 (revised in 2022), the Listing Rules of GEM stocks on Shenzhen Stock Exchange (revised in December 2020), the guidelines for the self discipline supervision of listed companies on Shenzhen Stock Exchange No. 2 – standardized operation of GEM listed companies, and the relevant provisions of the company’s raised funds management system, The company has opened a special account for the raised funds (hereinafter referred to as “special account”) and has signed with China Citic Bank Corporation Limited(601998) Suzhou Branch, Bank Of Suzhou Co.Ltd(002966) Changshu sub branch, Bank Of Ningbo Co.Ltd(002142) Changshu sub branch and Shanghai Pudong Development Bank respectively
Changshu branch of China Development Bank Co., Ltd. signed the tripartite supervision agreement on raised funds to
Special account management shall be conducted for storage and use. The opening of the company’s special account for raised funds is as follows:
Serial No. deposit bank account No. project name
1 China Citic Bank Corporation Limited(601998) Changshu sub branch 81120010113 Shanghai Tongda Venture Capital Co.Ltd(600647) 6608 annual output of 720 tons of pharmaceutical intermediates and APIs expansion project
2 Bank Of Suzhou Co.Ltd(002966) Changshu sub branch 5124380001098 R & D Center Project
3 Bank Of Ningbo Co.Ltd(002142) Changshu sub branch 75060122 Guangxi Liugong Machinery Co.Ltd(000528) 996 information construction project
4 Shanghai Pudong Development Bank Co.Ltd(600000) Changshu 890900788150010514 supplementary working capital and super fund-raising sub branch fund
3、 Main contents of the tripartite supervision agreement on raised funds
Party A: Suzhou fujilai Pharmaceutical Co., Ltd
Party B: China Citic Bank Corporation Limited(601998) Suzhou Branch / Bank Of Suzhou Co.Ltd(002966) Changshu sub branch / Nanjing Branch
Bank of Poland Co., Ltd. Changshu sub branch / Shanghai Pudong Development Bank Co.Ltd(600000) Changshu sub branch
Party C: Orient Securities Company Limited(600958) underwriting sponsor Co., Ltd
In order to standardize the management of Party A’s raised funds and protect the rights and interests of small and medium-sized investors
No. 2 self regulatory guidelines for companies listed on Shenzhen Stock Exchange
Through negotiation, Party A, Party B and Party C have reached the following agreement:
1、 Party A has opened a special account for raised funds (hereinafter referred to as “special account”) with Party B, which is only used for
The storage and use of the raised funds from Party A shall not be used for other purposes.
2、 Party A and Party B shall jointly abide by the bill law of the people’s Republic of China, the payment and settlement measures and the people’s Bank of China
Measures for the administration of bank settlement accounts in RMB and other laws, regulations and rules.
3、 Party C, as the sponsor of Party A, shall appoint a sponsor representative or other person in accordance with relevant regulations
The staff shall supervise the use of the funds raised by Party A. Party C shall, in accordance with the Shenzhen Stock Exchange
Municipal guidelines on self discipline supervision of companies No. 2 – standardized operation of companies listed on GEM and the raising plan formulated by Party A
The fund management system performs its supervision duties and may exercise its supervision by means of on-site investigation and written inquiry
Supervision power. Party A and Party B shall cooperate with Party C’s investigation and inquiry. Party C shall conduct on-site inspection on the storage and use of Party A’s raised funds every six months.
4、 Party A authorizes Party C’s designated sponsor representatives Bian Jiazhen and Ge shaozheng to inquire and copy the information of Party A’s special account at any time; Party B shall timely, accurately and completely provide it with the required information about the special account.
When the sponsor representative inquires about the special account of Party A from Party B, he shall issue his own legal identity certificate; Other staff designated by Party C shall issue their own legal identity certificate and letter of introduction when inquiring about the special account of Party A from Party B.
5、 Party B shall issue a statement of account to party a monthly (before the 10th day of each month) and send a copy to Party C. Party B shall ensure that the statement is true, accurate and complete.
6、 If Party A withdraws more than 50 million yuan or 20% of the net raised funds from the special account at one time or within 12 months, Party B shall timely notify Party C by fax and provide the expenditure list of the special account.
7、 Party C has the right to change the designated sponsor representative in accordance with relevant regulations. If Party C changes the recommendation representative, it shall notify Party B of relevant supporting documents in writing, and notify the contact information of the changed recommendation representative in writing in accordance with the requirements of Article 12 of this agreement. The replacement of the sponsor representative shall not affect the effectiveness of this agreement.
8、 If Party B fails to timely issue a statement of account to Party C or notify Party C of large withdrawals from the special account for three times in a natural year, or fails to cooperate with Party C in investigating the special account, Party A or Party C may require Party A to unilaterally terminate this Agreement and cancel the special account for raised funds.
In case of the above circumstances, Party C has the right to send a reminder notice to Party B, requiring Party B to immediately perform its obligations under this Agreement and pay liquidated damages of one ten thousandth of the balance of the special account on the day of the third breach of contract (the period of breach of contract starts from the date of delivery of Party C’s reminder notice and ends on the date when Party B issues relevant documents to Party C).
9、 This Agreement shall be governed by the laws of the people’s Republic of China. Any dispute arising from or in connection with this Agreement shall first be settled by both parties through negotiation; If the dispute cannot be settled through negotiation within 10 working days after the occurrence of the dispute, the dispute shall be submitted to Shanghai International Economic and Trade Arbitration Commission for arbitration in accordance with the then effective arbitration rules of the Commission. The place of arbitration is Shanghai. The arbitration award is final and binding on all parties. 10、 This Agreement shall come into force from the date when the legal representatives or authorized representatives of Party A, Party B and Party C sign and affix the official seals of their respective units, and shall become invalid from the date when all the funds in the special account are spent and the account is cancelled according to law. Unless otherwise specified by laws and regulations, Party C’s obligations shall be relieved until the end of the continuous supervision period, i.e. December 31, 2025. 4、 Documents for future reference
1. Tripartite supervision agreement on raised funds
It is hereby announced.
Board of directors of Suzhou fujilai Pharmaceutical Co., Ltd. April 1, 2022
