Changjiang Securities Company Limited(000783) underwriting and recommendation Co., Ltd
About Sichuan Kelun Pharmaceutical Co.Ltd(002422)
Verification opinions on temporarily replenishing working capital with part of idle raised funds Changjiang Securities Company Limited(000783) underwriting recommendation Co., Ltd. (hereinafter referred to as “Changjiang recommendation” or “recommendation institution”) as the recommendation institution for Sichuan Kelun Pharmaceutical Co.Ltd(002422) (hereinafter referred to as ” Sichuan Kelun Pharmaceutical Co.Ltd(002422) ” or “company”) to publicly issue convertible corporate bonds, In accordance with 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 guidelines for the self discipline supervision of listed companies of Shenzhen Stock Exchange No. 1 – standardized operation of listed companies on the main board and other relevant provisions, the matters of Sichuan Kelun Pharmaceutical Co.Ltd(002422) plans to use some idle raised funds to temporarily supplement working capital have been carefully verified, and the verification opinions are as follows:
1、 Basic information of raised funds
With the approval of the reply on approving Sichuan Kelun Pharmaceutical Co.Ltd(002422) public issuance of convertible corporate bonds (zjxk [2022] No. 255) issued by the China Securities Regulatory Commission, the company publicly issued 30 million convertible corporate bonds on March 18, 2022, with an issue price of 100 yuan each and a total raised capital of 300 million yuan, after deducting underwriting and recommendation fees and other issuance expenses of 1994.6 million yuan (excluding tax), The net amount of raised funds is 2980054000 yuan. The above raised funds have been verified by KPMG Huazhen Certified Public Accountants (special general partnership) and issued the “KPMG Huazhen Yan Zi No. 2200707” verification report of raised funds.
All the above raised funds have been deposited in the company’s special account for raised funds, and the storage, management and use of the raised funds comply with the provisions and requirements of the measures for the administration of raised funds and relevant securities regulatory laws and regulations. 2、 Basic information of investment projects with raised funds
As of April 7, 2022, the use plan and use of the funds raised by the company’s issuance of convertible corporate bonds are as follows:
Unit: 10000 yuan
Project name total investment planned to use the balance of inter fund investment amount of the actually raised fund no. of the raised fund
1. Innovative preparation production line and 1587941714384169 – 14384169 sets of construction projects
Project name total investment planned to use the raised funds and the actually raised funds
Balance of inter fund investment amount No
2 large infusion and small water needle industry 18460771752308 – 1752308 structural upgrading construction project
3 NDDs and antitumor agents 22706352204500 – 2204500 industrialization construction project
4 digital construction project 36660793559300 – 3559300
5. Supplementary working capital project 809972379 Zanyu Technology Group Co.Ltd(002637) 900263-
Total 317619312980054079 Daoming Optics&Chemical Co.Ltd(002632) 1900277
Note: the net amount of funds actually raised by the company in this issuance is 2980054000 yuan, which is less than the amount of funds to be used disclosed in the prospectus for public issuance of convertible corporate bonds. Therefore, the amount of funds to be used in the “supplementary working capital project” has been adjusted according to the actual net amount of funds raised.
3、 Plans and commitments for temporarily replenishing working capital with some idle raised funds this time
(I) amount and term of idle raised funds to supplement working capital
As the project invested by the raised funds of the company has a certain construction period, some of the raised funds will be idle during the completion of the project. In order to improve the use efficiency of the raised funds, reduce financial expenses, reduce the company’s operating costs, and meet the needs of the company’s business development for working capital, it is proposed to use part of the idle raised funds of no more than RMB 300 million to temporarily supplement the working capital. The service life shall not exceed 12 months from the date of deliberation and approval by the board of directors, and shall be returned to the special account for raised funds at maturity.
(II) rationality and necessity of using idle raised funds of convertible bonds to temporarily supplement working capital
With the continuous expansion of the company’s business scale, the required working capital also increases. The company uses idle raised funds of convertible bonds to temporarily supplement working capital, which can effectively alleviate the working capital pressure faced by the company’s business development, provide sufficient financial support for the company’s operation and reduce financial costs. The temporary replenishment of working capital with idle raised funds will not affect the normal progress of the construction of the investment project with raised funds, and the purpose of the raised funds has not been changed in a disguised form. If the use progress of the raised funds is accelerated due to the needs of the investment projects with raised funds, the company will return them in advance in time to ensure the normal operation of the investment projects with raised funds.
(III) the company’s commitment to temporarily replenish working capital with some idle raised funds of convertible bonds
According to the regulations of Shenzhen Stock Exchange No. 1 on the supervision and administration of the raised funds of listed companies and No. 2 on the self regulatory system for the use of funds of listed companies, etc
1. The use of some idle raised funds to temporarily supplement the working capital will not change or change the purpose of the raised funds in a disguised form, and will not affect the normal progress of the investment projects of the raised funds;
2. There is no risk investment such as securities investment within 12 months before the temporary replenishment of working capital with some idle raised funds, and promises not to make risk investment such as securities investment during the temporary replenishment of working capital with some idle raised funds, and not to provide financial assistance to objects other than holding subsidiaries;
3. This time, some idle raised funds are used to supplement working capital, which is limited to the production and operation related to the main business, and will not be used for the placement and purchase of new shares, or for the trading of stocks and their derivatives, convertible corporate bonds, etc. through direct or indirect arrangements.
4、 Decision making procedures for performance
(I) opinions of the board of directors
The 11th meeting of the 7th board of directors held on April 7, 2022 deliberated and approved the proposal on using some idle raised funds to temporarily supplement working capital, and agreed to use no more than 300 million yuan of idle raised funds to temporarily supplement working capital on the premise of ensuring that the construction progress of investment projects with raised funds is not affected. The service life is valid within 12 months from the date of deliberation and approval by the board of directors of the company.
(II) opinions of the board of supervisors
The seventh meeting of the seventh board of supervisors of the company deliberated and adopted the proposal on using some idle raised funds to temporarily supplement working capital. The board of supervisors believes that: as the company’s investment projects with raised funds have a certain construction period, some of the raised funds will be idle during the completion of the project. Without affecting the normal progress of the construction of the investment projects with raised funds, using some idle raised funds to temporarily supplement working capital is conducive to improving the use efficiency of raised funds, reducing financial expenses and reducing the operating cost of the company, Meet the needs of the company’s business development for working capital, and there is no situation of changing the investment direction of the raised funds in a disguised form and damaging the interests of shareholders. Therefore, the board of supervisors agreed to use the idle raised funds to supplement the working capital temporarily.
(III) opinions of independent directors
The independent directors believe that without affecting the construction progress of the project invested by the raised funds, the company will temporarily supplement some idle raised funds with working capital, which is mainly used for business activities related to the main business. There is no disguised change in the purpose of the raised funds, and there is no damage to the interests of the shareholders of the company, which will not have a material impact on the project. The service life of the idle raised funds temporarily used to supplement working capital shall not exceed 12 months. At the same time, the company does not return the previously raised funds used to temporarily supplement working capital, and does not damage the interests of the company and all shareholders, especially small and medium-sized shareholders. We agree that the company will temporarily replenish the working capital with idle raised funds of no more than RMB 300 million. The service life shall not exceed 12 months from the date of deliberation and approval by the board of directors, and shall be returned to the special account for raised funds before expiration.
5、 Verification opinions of the recommendation institution
After verification, the recommendation institution believes that: Sichuan Kelun Pharmaceutical Co.Ltd(002422) the use of some idle raised funds to temporarily supplement working capital has been deliberated and approved at the 11th meeting of the 7th board of directors and the 7th Meeting of the 7th board of supervisors, and the independent directors have expressed their consent and performed the necessary procedures; The proposed use of idle raised funds to temporarily supplement working capital will not affect the normal progress of investment projects with raised funds, meet the needs of the company’s business development, and there is no change in the purpose of raised funds in a disguised manner. The recommendation institution has no objection to Sichuan Kelun Pharmaceutical Co.Ltd(002422) implementing this matter.
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(there is no text on this page, which is the signature and seal page of Changjiang Securities Company Limited(000783) underwriting and recommendation Co., Ltd. on Sichuan Kelun Pharmaceutical Co.Ltd(002422) using some idle raised funds to temporarily supplement working capital) signature of recommendation representative:
Yang Guangyuan, Li Zhong
Changjiang Securities Company Limited(000783) underwriting and recommendation Co., Ltd. mm / DD / yyyy
