Changjiang Securities Company Limited(000783) underwriting and recommendation Co., Ltd
About Sichuan Kelun Pharmaceutical Co.Ltd(002422)
Use the bank acceptance bill to pay the fund of the raised investment project
And the verification opinions of equal replacement with the raised funds
Changjiang Securities Company Limited(000783) underwriting recommendation Co., Ltd. (hereinafter referred to as “Changjiang recommendation” or “recommendation institution”) acts as a 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) using bank acceptance bills to pay the funds of raised investment projects and replacing them with the raised funds in the same amount have been carefully verified, 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
The company’s planned use of convertible bonds as of February 2027 is 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
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、 The operation process of using bank acceptance bills to pay the funds required by the raised funds for investment projects and replacing them with the raised funds in equal amount
In order to strengthen the management of the use of raised funds, the company formulates relevant operating procedures for the use of bank acceptance bills (including bank acceptance bills issued or bank acceptance bills transferred by endorsement) to pay the funds of raised investment projects, as follows:
1. According to the construction progress of the raised investment project, the relevant departments shall confirm the amount that can be paid by bank acceptance before signing the contract, and sign the relevant contract after performing the corresponding approval procedures;
2. When applying for the payment of the corresponding funds of the raised investment project, the relevant departments shall fill in the payment application form, indicate the payment method according to the contract terms, and review it level by level according to the fund use approval procedure specified in the company’s raised fund use management system. The Finance Department of the company shall handle the payment of bank acceptance bill according to the approved payment approval form, and establish the standing book of using bank acceptance bill to pay the raised investment project;
3. The finance department shall summarize the detailed statement of funds paid for raised investment projects by bank acceptance bills on a monthly basis, regularly count the funds paid for raised investment projects by bank acceptance bills (including endorsement transfer and self issued bank acceptance bills) that have not been replaced, transfer the equivalent funds of the corresponding funds of raised investment projects paid through bills in the current month from the special account of raised funds to the general settlement account before the 10th of the next month, and summarize and submit them to the recommendation institution on a monthly basis. For the self drawn bank acceptance bill, the company will honor it with its own funds after the bank acceptance bill expires;
4. The recommendation institution and the recommendation representative have the right to supervise the company’s use of bank acceptance bills to pay the funds required for raised investment projects by means of on-site inspection and written inquiry. The company and the supervision Bank of the special account for raised funds shall cooperate with the recommendation institution’s investigation and inquiry.
4、 Impact on the company
The company’s use of bank acceptance bill to pay the funds involved in the raised investment project will help to accelerate the turnover speed of the company’s bills, reasonably improve the payment method of the raised investment project, reduce the company’s financial cost, improve the use efficiency of the raised funds, comply with the interests of the company and shareholders, will not affect the normal implementation of the company’s raised investment project, and there is no situation of changing the investment direction of the raised funds and damaging the interests of shareholders.
5、 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 bank acceptance bills to pay the funds of raised investment projects and replace them with the raised funds in the same amount, and agreed to use bank acceptance bills to pay the funds involved in raised investment projects according to the actual situation during the implementation of raised investment projects, and transfer them into the general account of the company in the same amount from the special account of raised funds.
(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 bank acceptance bills to pay the funds of raised investment projects and replace them with the raised funds in the same amount. The board of supervisors believes that the company and its subsidiaries’ use of bank acceptance bills to pay the funds involved in the raised investment projects will help accelerate the turnover speed of the company’s bills, reasonably improve the payment methods of the raised investment projects, reduce the company’s financial costs, improve the use efficiency of the raised funds, comply with the interests of the company and shareholders, and will not affect the normal implementation of the raised investment projects of the company, 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 bank acceptance bill to pay the fund of the raised investment project and replace it with the raised fund in the same amount.
(III) opinions of independent directors
The independent directors believe that the company’s use of bank acceptance bills to pay the funds involved in the raised investment projects will help speed up the turnover of the company’s bills, reasonably improve the payment methods of the raised investment projects, reduce the company’s financial costs, improve the use efficiency of the raised funds, comply with the interests of the company and shareholders, and will not affect the normal implementation of the raised investment projects of the company, There is no situation of changing the investment direction of the raised funds in a disguised form and damaging the interests of the company and all shareholders, especially minority shareholders. We agree that during the implementation of the raised funds project, the company will use the bank acceptance bill to pay the funds involved in the raised funds project according to the actual situation, and transfer the same amount from the special account of raised funds to the general account of the company.
6、 Verification opinions of the recommendation institution
After verification, the sponsor believes that: the company has fulfilled the necessary examination and approval procedures for the use of bank acceptance bills to pay for the raised investment project funds and the replacement of the raised funds in the same amount, the relevant proposals have been deliberated and adopted at the 11th meeting of the 7th board of directors and the 7th Meeting of the 7th board of supervisors, the independent directors of the company have also expressed clear consent, and the decision-making procedures for relevant matters are legal and compliant. This time, the company uses the bank acceptance bill to pay the funds required for the raised investment project and replaces it with the raised funds in the same amount, which will not affect the normal progress of the company’s raised funds investment project, and there is no situation of changing the investment direction of the raised funds in a disguised manner and damaging the interests of the company and shareholders, 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 listed companies on the main board of Shenzhen Stock exchange and so on. Therefore, the recommendation institution has no objection to the company’s use of bank acceptance bills to pay the funds required for the raised investment projects and replace them with the raised funds in the same amount.
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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 recommendation Co., Ltd. on Sichuan Kelun Pharmaceutical Co.Ltd(002422) using bank acceptance bill to pay the fund of raised investment project and replace it with the raised fund in the same amount) signature of the sponsor representative:
Yang Guangyuan, Li Zhong
Changjiang Securities Company Limited(000783) underwriting and recommendation Co., Ltd. mm / DD / yyyy
