Securities code: Betta Pharmaceuticals Co.Ltd(300558) securities abbreviation: Betta Pharmaceuticals Co.Ltd(300558) Announcement No.: 2022032 Betta Pharmaceuticals Co.Ltd(300558)
Announcement on using idle raised funds for cash management
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.
In order to further improve the use efficiency of idle raised funds, without affecting the normal operation of the company and the normal use plan of raised funds, In accordance with the relevant laws and regulations, such as the Listing Rules of Shenzhen Stock Exchange on the gem, the self regulatory guidelines for listed companies No. 2 - standardized operation of listed companies on the gem, and the regulatory guidelines for listed companies No. 2 - regulatory requirements for the management and use of raised funds by listed companies, Betta Pharmaceuticals Co.Ltd(300558) (hereinafter referred to as "the company") deliberated and adopted the proposal on cash management with idle raised funds at the 30th meeting of the third board of directors held on April 1, 2022, and agreed that the company would use idle raised funds with a maximum amount of no more than 400 million yuan for cash management and purchase short-term (no more than 12 months) principal guaranteed bank financial products, It does not include the types of venture capital involved in the guidelines for the standardized operation of companies listed on the gem of Shenzhen Stock Exchange. The funds within the above quota can be used on a rolling basis, and the investment period is from the deliberation and approval of this proposal at the 2021 annual general meeting of shareholders to the convening of the 2022 annual general meeting of shareholders.
The board of directors of the company requests the 2021 annual general meeting of shareholders of the company to authorize the chairman of the company to decide on specific investment matters and sign relevant contract documents within the above quota and the validity period of the resolution, and the Finance Department of the company is responsible for organizing the implementation. The details are hereby announced as follows:
1、 Basic information of raised funds
With the approval of the China Securities Regulatory Commission (hereinafter referred to as the "CSRC") on Approving the registration of Betta Pharmaceuticals Co.Ltd(300558) issuing shares to specific objects (zjxk [2020] No. 2213), the company issued 10138621 RMB common shares (A shares) to 14 specific objects at an issue price of 98.83 yuan / share, The total amount of funds actually raised is RMB 100199991343 (in words: RMB one billion one million nine hundred and ninety-nine thousand nine hundred and thirteen point forty-three). After deducting the issuance expenses (excluding tax) of RMB 659453873, the net amount of funds actually raised is RMB 99540537470. Above raising
The raised funds have been deposited in the special storage account of the company's raised funds on November 24, 2020. On November 24, 2020, Lixin Certified Public Accountants (special general partnership) verified the paid in subscription funds and issued the capital verification report (xksbz [2020] No. zf10986) on November 25, 2020. The company stores the raised funds in a special account, and has signed the tripartite (quadripartite) supervision agreement on raised funds with the recommendation institution, the deposit bank of raised funds and the implementation subsidiary of raised investment projects.
2、 Use of raised funds
According to the prospectus of Betta Pharmaceuticals Co.Ltd(300558) issuing shares to specific objects and listing on GEM, the investment projects and use plans of the funds raised by issuing shares to specific objects are as follows: unit: 10000 yuan
No. project name total investment amount of the project amount of raised funds
1 new drug R & D and R & D equipment upgrading project 112674737420000
2 supplementary working capital 26 China Vanke Co.Ltd(000002) Shanghai Pudong Development Bank Co.Ltd(600000)
Total 1386747310020000
If the actual net amount of funds raised after deducting the issuance expenses from the total amount of funds raised in this issuance is less than the amount of funds to be invested in the above projects, the company will adjust and finally determine the priority of the investment of funds raised and the specific investment amount of each project according to the actual net amount of funds raised and the priorities of the projects. The insufficient part of funds raised shall be solved by the company with self raised funds.
Before the funds raised in this offering are in place, the company has invested in advance with self raised funds according to the actual situation of the project progress. According to the assurance report on Betta Pharmaceuticals Co.Ltd(300558) replacing self raised funds invested in advance and paid issuance expenses with raised funds (xksbz [2020] No. zf11056) issued by Lixin Certified Public Accountants (special general partnership) and the resolution of the 14th meeting of the third board of directors of the company, The company used the raised capital of 17657996287 yuan to replace the self raised funds that have been invested in the raised investment projects and paid the issuance expenses in advance.
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 will be idle in the short term.
3、 Basic information of cash management with idle raised funds
1. Investment purpose
In order to further improve the use efficiency of funds, under the condition of ensuring the normal daily operation of the company and the normal construction of the investment projects with raised funds, reasonably use some temporarily idle raised funds to buy short-term financial products with high safety, good liquidity and low risk issued by commercial banks, which can obtain certain investment income, improve the overall performance level of the company 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, it is agreed that the company will use the temporarily idle raised funds of no more than RMB 400 million to purchase bank financial products with high safety and good liquidity. The service life will be from the deliberation and approval of this proposal at the 2021 annual general meeting of shareholders to the convening of the 2022 annual general meeting of shareholders. Within the validity period of the above quota and resolution, the funds can be recycled and used on a rolling basis. 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
The company will strictly control risks in accordance with relevant regulations, strictly evaluate financial products and purchase short-term (no more than 12 months) principal guaranteed bank financial products. The products invested by idle raised funds must meet the following conditions:
(1) High security and meet the capital preservation requirements;
(2) Good liquidity shall not affect the normal operation of the investment plan of the raised funds.
The above products shall not be used for pledge, and the special settlement account for products shall not be used for non raised funds or other purposes. If the special settlement account for products is opened or cancelled, the company will timely submit it to Shenzhen stock exchange for filing and announcement.
4. Term of validity of investment resolution
The 30th meeting of the third board of directors of the company has deliberated and approved the matter and submitted it to the 2021 annual general meeting of shareholders of the company for deliberation. The validity period of the investment resolution is from the deliberation and approval of the proposal at the 2021 annual general meeting of shareholders of the company to the convening of the 2022 annual general meeting of shareholders.
5. Investment decision and Implementation
The company's use of temporarily idle raised funds for cash management needs to be submitted to the general meeting of shareholders for deliberation and approval. At the same time, the board of directors of the company requests the general meeting of shareholders of the company to authorize the chairman to decide on specific investment matters and sign relevant contract documents within the above limit and the validity period of the resolution. The financial department of the company is responsible for organizing the implementation, including but not limited to: selecting qualified professional financial institutions as the trustee, specifying the amount and period of entrusted financial management Select the variety of entrusted financial products, etc. The Finance Department of the company will timely analyze and track the investment direction of financial products and the progress of the project. If the evaluation finds that there are risk factors that may affect the safety of the company's funds, it will take corresponding measures in time to control the investment risk. 6. Information disclosure
The company will timely disclose the specific situation of purchasing financial products in accordance with the relevant requirements of the Shenzhen Stock Exchange gem stock listing rules, the guidelines for self discipline supervision of listed companies No. 2 - standardized operation of GEM listed companies, and the guidelines for supervision of listed companies No. 2 - regulatory requirements for the management and use of raised funds of listed companies.
4、 Impact of using idle raised funds for cash management on the company
The company adheres to standardized operation. Under the condition of ensuring the construction of investment projects with raised funds and the normal operation of the company, the company uses some temporarily idle raised funds for cash management, which will not affect the normal development of project construction and main business of the company. At the same time, it can improve the use efficiency of funds, obtain certain income and obtain more returns for the company and shareholders.
5、 Investment risk and risk control measures
(I) investment risk
1. Although short-term bank breakeven financial products are low-risk investment products, the financial market is greatly affected by the macro-economy, and it is not ruled out 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 bank financial products, the company will choose investment products of commercial banks 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 Finance Department of the company will 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, it will take corresponding measures 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 internal audit department of the company 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 Shenzhen Stock Exchange.
6、 Relevant review and approval procedures
1. Deliberations of the board of directors
On April 1, 2022, the 30th meeting of the third board of directors of the company deliberated and approved the proposal on using idle raised funds for cash management. The board of directors agreed that the company should use idle raised funds of no more than 400 million yuan for cash management.
2. Deliberation of the board of supervisors
On April 1, 2022, the 24th Meeting of the third board of supervisors of the company deliberated and approved the proposal on using idle raised funds for cash management. The board of supervisors agreed that the company should use idle raised funds of no more than 400 million yuan for cash management.
3. Opinions of independent directors
The company's internal control system is perfect and the internal control measures are in place. On the premise of ensuring the fund demand and fund safety of the fund-raising projects, using some idle raised funds for cash management is conducive to improving the use efficiency of raised funds and reducing the company's financial cost, which is in line with the interests of the company and all shareholders. The company's use of idle raised funds for cash management complies with the 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 Betta Pharmaceuticals Co.Ltd(300558) articles of association. There is no change in the purpose of raised funds in a disguised form, the relevant approval procedures are legal and compliant, and there is no damage to the interests of the company and all shareholders, especially small and medium-sized shareholders. We agree that the company will use the idle raised funds with a maximum amount of no more than 400 million yuan for cash management, and agree to submit the matter to the general meeting of shareholders of the company for deliberation.
7、 Documents for future reference
1. Betta Pharmaceuticals Co.Ltd(300558) the resolution of the 30th meeting of the third board of directors;
2. Betta Pharmaceuticals Co.Ltd(300558) the resolution of the 24th Meeting of the third board of supervisors;
3. Betta Pharmaceuticals Co.Ltd(300558) independent directors' independent opinions on relevant matters of the 30th meeting of the third board of directors.
It is hereby announced.
Betta Pharmaceuticals Co.Ltd(300558) board of directors April 6, 2022
