Securities code: Yifan Pharmaceutical Co.Ltd(002019) securities abbreviation: Yifan Pharmaceutical Co.Ltd(002019) Announcement No.: 2022029 Yifan Pharmaceutical Co.Ltd(002019)
Announcement on continuing to use some 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.
Yifan Pharmaceutical Co.Ltd(002019) (hereinafter referred to as “the company” and ” Yifan Pharmaceutical Co.Ltd(002019) “) held the 16th meeting of the 7th board of directors and the 15th meeting of the 7th board of supervisors on March 29, 2021, deliberated and adopted the proposal on continuing to use some idle raised funds for cash management. On the premise of ensuring the normal implementation of investment projects with raised funds and the safety of raised funds, It is agreed that the company will continue to use the temporarily idle raised funds of no more than 500 million yuan for cash management and invest in bank principal guaranteed financial products with high safety, good liquidity and short-term (no more than 12 months). The funds within the limit can be recycled, and the term is effective within 12 months from the date of approval of this board meeting, For details, see the announcement on continuing to use some idle raised funds for cash management (Announcement No.: 2021031) disclosed by the company in the securities times and cninfo.com on March 31, 2021.
As the above-mentioned period for cash management using some idle raised funds has expired, in order to improve the use efficiency of raised funds, increase the income of the company’s cash assets and maximize the interests of shareholders, the company held the 23rd Meeting of the seventh board of directors and the 22nd Meeting of the seventh board of supervisors on April 11, 2022, and deliberated and adopted the proposal on continuing to use some idle raised funds for cash management, On the premise of ensuring the normal implementation of the investment projects of the raised funds and the safety of the raised funds, it is agreed that the company will continue to use the temporarily idle raised funds of no more than 500 million yuan (including the relevant amount of reinvestment of the investment income) for cash management, and invest in bank principal guaranteed financial products with high safety, good liquidity and short-term (no more than 12 months), which will be effective within 12 months from the date of deliberation and approval of the board of directors, Within the above limit and time limit, the funds can be used on a rolling basis. At the same time, the general manager of the company is authorized to exercise the investment decision-making power and sign relevant contract documents. The chief financial officer of the company is responsible for organizing the implementation and the specific operation of the company’s financial management center. The use of some idle raised funds for cash management does not need to be submitted to the general meeting of shareholders for deliberation. The details are as follows:
1、 Basic information of raised funds
With the approval of the reply on the approval of Yifan Pharmaceutical Co.Ltd(002019) non-public Development Bank shares (zjxk [2017] No. 928) issued by the China Securities Regulatory Commission, Yifan Pharmaceutical Co.Ltd(002019) issued 106176470 RMB ordinary shares (A shares) to specific objects in a non-public manner, with the issue price of 17.00 yuan / share, the total amount of raised funds of 180499999000 yuan, deducting the sponsor and underwriting expenses of 3625549985 yuan (including tax), as well as accountants’ fees, lawyers’ fees After the share registration fee and other issuance expenses of RMB 590867647 (including tax), the net amount of actually raised funds is RMB 176283581368. On August 7, 2017, Lixin Certified Public Accountants (special general partnership) verified the arrival of the raised funds in this offering and issued the capital verification report (xksbz [2017] No. zb11855). The company has carried out special account storage management for the raised funds, and signed the tripartite supervision agreement and supplementary agreement for the raised funds with the sponsor and the bank storing the raised funds.
2、 Use of raised funds and reasons for temporary idleness of raised funds
1. Use of raised funds
As of December 31, 2021, the committed investment and actual use of the funds raised by the company’s non-public offering of shares in 2017 are as follows:
Unit: 10000 yuan
Sequence: accumulated investment of raised funds in investment projects with raised funds No. total committed investment amount of raised funds investment progress
Permanent replenishment of working capital for high-end drug termination project 21384532138453 100%
1. Other investment projects with raised funds 38615473957907 102.50%
Subtotal 60 Shenzhen Zhenye(Group)Co.Ltd(000006) 096360 101.61%
2 insulin project 70068001650000 23.55%
3. Supplementary working capital 46215584621558 100.00%
Total 1762835812367918
As of December 31, 2021, the company has used a total of 1236791800 yuan of the raised funds from non-public offering in 2017, and the balance of the remaining raised funds is 566778100 yuan (including interest on the raised funds and financial income of 40756100 yuan). Divided by the 520 million yuan temporarily used to supplement working capital, the remaining raised funds of 46778100 yuan are deposited in the special account for raised funds.
2. Reasons for temporary idleness of raised funds
One of the non-public offering fund-raising investment projects ” Yifan Pharmaceutical Co.Ltd(002019) insulin analogue project” needs a certain period of construction, and is currently in the stage of clinical application preparation. According to the company’s current fund-raising project implementation progress and fund investment plan, some of the raised funds are temporarily idle for a period of time.
3、 Basic information of cash management using idle raised funds this time
1. Cash management limit and period
The company plans to use the temporarily idle raised funds of no more than RMB 500 million for cash management, which is valid within 12 months from the date of deliberation and approval by the board of directors.
At the same time, the board of directors of the company authorizes the general manager of the company to exercise the investment decision-making power and sign relevant contract documents. The chief financial officer of the company is responsible for organizing the implementation and the specific operation of the financial department of the company.
The purpose of using the temporarily idle raised funds for cash management this time is to improve the use efficiency of the raised funds, improve the operating efficiency of the company, make rational use of the idle raised funds and obtain a better return on investment for the company and shareholders. There is no act of changing the purpose of the raised funds in a disguised form, which will not affect the investment projects of the raised funds.
2. Cash management varieties
In order to control risks, the company uses the temporarily idle raised funds for cash management, including but not limited to RMB agreed deposits, seven day notice deposits, time deposits or purchase of principal guaranteed financial products, and does not involve the venture capital varieties specified in the guidelines for self discipline supervision of listed companies No. 1 – standardized operation of listed companies on the main board (hereinafter referred to as the “normative guidelines”), and the issuer is a commercial bank, The term of investment products shall not exceed 12 months and must meet the following conditions:
(1) Structured deposits, certificates of deposit and other principal guaranteed products with high security;
(2) Good liquidity shall not affect the normal operation of the investment plan of the raised funds.
3. The company has no relationship with the commercial banks providing financial products
4. Source of funds
In 2017, the special account for raising funds through non-public offering of shares was temporarily idle
4、 Investment risk and risk control measures
(I) investment risk
1. Market risk. Cash management varieties have been strictly screened and risk assessed, and belong to low-risk investment varieties. However, the financial market is greatly affected by macro-economy, so it is not excluded that this investment is affected by market fluctuations. 2. Income risk. 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. Operational risks of relevant staff.
(II) risk control measures
1. Strictly select investment objects and select products issued by units with good reputation, large scale, ability to ensure capital safety, good operating efficiency and strong capital operation ability.
2. The board of directors of the company authorizes the chief financial officer to organize the implementation, and the financial management center of the company is responsible for the specific operation. The financial management center of the company, together with the relevant personnel of the Secretariat of the board of directors, will timely analyze and track the investment direction and progress of financial products. In case of any adverse factors that may affect the use safety of the company’s raised funds, it will take corresponding preservation measures in time to control the investment risk.
3. The Audit Department of the company will carry out continuous internal supervision on the cash management, reasonably predict the possible risks and benefits of various investments according to the principle of prudence, and regularly audit and verify the use of funds. 4. The independent directors and the board of supervisors have the right to supervise and inspect the use of the company’s raised funds and the use of funds for purchasing financial products. If necessary, they can hire professional institutions to audit to ensure that the normal progress of the raised funds will not be affected.
5. Optimize and improve the current approval process for the use of raised funds, strengthen the prior audit and supervision of internal audit, strengthen the supervision of the Secretariat of the board of directors on the transfer of raised funds, and strengthen the retraining of the operators, direct managers and approvers involved in the use of raised funds in accordance with relevant regulations, so as to strengthen their sensitivity to the use of raised funds and ensure the standardization of the storage, use and management of raised funds.
6. The company will timely disclose the purchase and profit and loss of financial products in accordance with the relevant provisions of Shenzhen Stock Exchange.
5、 Impact on the company
On the premise of ensuring the normal implementation of the investment projects with raised funds and the safety of the raised funds, the company continues to use some idle raised funds for cash management, which will not affect the effective implementation of the investment projects with raised funds, improve the use efficiency of funds, improve the operating efficiency of the company, and obtain better investment returns for the company and shareholders. There is no case of changing the investment direction of the raised funds in a disguised form and damaging the interests of shareholders.
6、 Opinions of independent directors, board of supervisors and recommendation institutions on the company’s continued use of some idle raised funds for cash management
Opinions of independent directors: the company continues to use the temporarily idle raised funds of no more than RMB 500 million for cash management this time. On the premise of not affecting the effective implementation of raised investment projects, it is conducive to improve the use efficiency of funds and improve the operating efficiency of the company. There is no situation of changing the investment direction of raised funds in a disguised manner and damaging the interests of shareholders. The company has fulfilled the necessary procedures for cash management with some idle raised funds this time, Comply with the relevant provisions of the normative guidelines and the measures for the management of raised funds of the company. We agree that the company will use some idle raised funds for cash management this time.
After review, the board of supervisors believes that the company continues to use the temporarily idle raised funds of no more than RMB 500 million for cash management, which is conducive to improving the use efficiency of funds and improving the operating efficiency of the company without affecting the effective implementation of raised investment projects, and there is no situation of changing the investment direction of raised funds in a disguised manner and damaging the interests of shareholders, The company used part of the idle raised funds for cash management, performed the necessary procedures, and complied with the relevant provisions of the normative guidelines and the measures for the management of raised funds of the company. We agree that the company will use some idle raised funds for cash management this time.
Upon verification, the company’s sponsor Shenwan Hongyuan Group Co.Ltd(000166) securities underwriting and recommendation Co., Ltd. believes that Yifan Pharmaceutical Co.Ltd(002019) the use of the raised funds has not changed the purpose of the raised funds in a disguised form and will not affect the normal progress of the investment plan of the raised funds Yifan Pharmaceutical Co.Ltd(002019) the above-mentioned use of raised funds was reviewed and approved by Yifan Pharmaceutical Co.Ltd(002019) the board of directors and the board of supervisors, and the independent directors also issued independent opinions with explicit consent, and performed the necessary examination and approval procedures, in line with the measures for the administration of securities issuance and listing recommendation business, the stock listing rules of Shenzhen Stock Exchange, 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 recommendation institution agrees that Yifan Pharmaceutical Co.Ltd(002019) implement the above matters in accordance with the relevant provisions of the normative guidelines and Yifan Pharmaceutical Co.Ltd(002019) measures for the administration of raised funds.
7、 Documents for future reference
1. Resolution of the 23rd Meeting of the 7th board of directors
2. Resolution of the 22nd Meeting of the 7th board of supervisors
3. Independent opinions of independent directors on matters related to the 23rd Meeting of the seventh board of directors
4. Verification opinions of Shenwan Hongyuan Group Co.Ltd(000166) securities underwriting and recommendation Co., Ltd. on Yifan Pharmaceutical Co.Ltd(002019) continuing to use some idle raised funds for cash management
It is hereby announced.
Yifan Pharmaceutical Co.Ltd(002019) board of directors April 13, 2022
