Fujian Cosunter Pharmaceutical Co.Ltd(300436)
Special report on the deposit and use of raised funds in 2021
According to the guidelines for self discipline supervision of listed companies of Shenzhen Stock Exchange No. 2 - standardized operation of companies listed on the gem (hereinafter referred to as "standardized operation") and the Listing Rules of Shenzhen Stock Exchange on the gem (hereinafter referred to as "Listing Rules") Regulatory guidelines for listed companies No. 2 - regulatory requirements for the management and use of raised funds by listed companies (revised in 2022) (hereinafter referred to as "regulatory guidelines No. 2") and other relevant provisions, Fujian Cosunter Pharmaceutical Co.Ltd(300436) (hereinafter referred to as "the company" and " Fujian Cosunter Pharmaceutical Co.Ltd(300436) ") prepared a special report on the deposit and use of raised funds in 2021, as follows:
1、 Basic information of raised funds
With the approval of China Securities Regulatory Commission zjxk [2020] No. 2748 and the consent of Shenzhen Stock Exchange, the company issued 18777000 ordinary shares (A shares) to specific objects by the lead underwriter Citic Securities Company Limited(600030) in June 2021, with a par value of 1 yuan per share and an issue price of 27.40 yuan per share. As of June 21, 2021, the company has raised a total of 51448980000 yuan, deducting 1490566038 yuan of issuance expenses (excluding tax), and the net amount of raised funds is 49958413962 yuan.
As of June 21, 2021, all the above raised funds have been in place and have been verified and confirmed by Dahua Certified Public Accountants (special general partnership) with the capital verification report "Dahua Yan Zi [2021] No. 000437".
As of December 31, 2021, the company has invested 25676241037 yuan in the raised fund projects, of which: the company invested 5316673748 yuan in the raised fund projects with its own funds in advance before the raised funds are in place; The raised capital used in this year is 20359567289 yuan. The net amount of accumulated interest income of raised funds after deducting bank handling charges is 163372766 yuan; As of December 31, 2021, the balance of the special account for raised funds was 24445545691 yuan.
2、 Deposit and management of raised funds
In order to regulate the management and use of raised funds and protect the rights and interests of investors, the company has formulated the administrative measures for raised funds (hereinafter referred to as the "administrative measures") in accordance with the company law of the people's Republic of China, the securities law of the people's Republic of China, the listing rules and other laws and regulations and in combination with the actual situation of the company
According to the requirements of the management measures and in combination with the business needs of the company, the fortieth session of the third board of directors of the company
It was approved at the meeting that the company opened a special account for raised funds in Industrial Bank Co.Ltd(601166) and the account was opened on July 5, 2021
Signed the capital raising agreement with Citic Securities Company Limited(600030) , Industrial Bank Co.Ltd(601166) Fuzhou Huanqiu sub branch
Tripartite supervision agreement; In order to ensure the smooth implementation of the project of raising and investing shares issued by the company to specific objects
According to the implementation subject of the investment project and the actual needs of the project construction, the company uses part of the raised funds for wholly-owned subsidiaries
Fujian Fujian Cosunter Pharmaceutical Co.Ltd(300436) Jintang Pharmaceutical Co., Ltd. (hereinafter referred to as "Jintang pharmaceutical") and its holding subsidiary Jiangsu Zhongxing Pharmaceutical Co., Ltd
The company (hereinafter referred to as "ZTE pharmaceutical") increased its capital. Jintang pharmaceutical opened a special account for raising funds in China Merchants Bank Co.Ltd(600036) , and signed an agreement with Fujian Cosunter Pharmaceutical Co.Ltd(300436) , Citic Securities Company Limited(600030) , China Merchants Bank Co.Ltd(600036) on July 20, 2021
Fuzhou branch signed the four party supervision agreement on raised funds; ZTE pharmaceutical raised funds in China Minsheng Banking Corp.Ltd(600016) China
The special account of the fund was opened on July 20, 2021 with Fujian Cosunter Pharmaceutical Co.Ltd(300436) , Citic Securities Company Limited(600030) , China Minsheng
Fuzhou branch of Bank Co., Ltd. signed the four party supervision agreement on raised funds; Use of raised funds
Implement strict examination and approval procedures to ensure that special funds are used for special purposes; The authorized sponsor representative may raise funds at any time
The Bank of the special account inquires about the information of the special account for raised funds and requires the sponsor representative to manage and use the raised funds every quarter
Conduct on-site investigation at least once.
According to the recommendation agreement signed between the company and Citic Securities Company Limited(600030) and the aforementioned agreement, the company (including
Including Jintang pharmaceutical and ZTE pharmaceutical), the amount withdrawn from the deposit account of raised funds in a single time or within 12 months amounted to
The company shall notify in a timely manner if it reaches RMB 10 million or 10% of the net raised funds (whichever is lower)
Citic Securities Company Limited(600030) 。 There is no significant difference between the regulatory agreement and the model regulatory agreement of Shenzhen Stock Exchange, and the regulatory agreement has been effectively implemented.
As of December 31, 2021, the storage of raised funds is listed as follows:
Bank name account number initial deposit amount deadline balance storage method Industrial Bank Co.Ltd(601166) Co., Ltd. 1181101001 Anhui Deli Household Glass Co.Ltd(002571) 425038898 Shenzhen Kaifa Technology Co.Ltd(000021) 634100304 current company Fuzhou global sub branch
China Merchants Bank Co.Ltd(600036) Co., Ltd. 591907429610301 - 1192395534 current company Fuzhou branch
China China Minsheng Banking Corp.Ltd(600016) stock 632533893 - 1619049853 current Co., Ltd. Fuzhou branch
Total - 503889800 Hangzhou Great Star Industrial Co.Ltd(002444) 5545691-
Note: the balance of raised funds in the statement of use of raised funds is 2428217 million yuan and the special account of raised funds
The difference of account balance of 244455400 yuan is the accumulated amount of interest, account maintenance fee, issuance fee and input tax.
3、 Actual use of raised funds in 2021
See the attached table "use of raised funds" for details.
4、 Change the fund use of the fund-raising investment project
In 2021, the company did not change the use of funds for fund-raising investment projects.
5、 Problems in the use and disclosure of raised funds
The information about the use of raised funds disclosed by the company is timely, true, accurate and complete, and there are no violations in the use and management of raised funds.
Fujian Cosunter Pharmaceutical Co.Ltd(300436) board of directors April 21, 2022
Schedule 1
Use of raised funds in 2021
Prepared by: error! Reference source not found.
Monetary unit: RMB 10000
The total amount of raised funds is 4995841, and the total amount of raised funds invested in this year is 2567624
The total amount of raised funds with changed purposes during the reporting period was 0
The accumulated total amount of raised funds for changing purposes is 0, and the accumulated total amount of raised funds invested is 2567624
The proportion of total raised funds with accumulative change of purpose is 0%
Whether the raised funds have reached the end of the period, and whether the investment project is feasible by the end of the period
Committed investment projects and investment changes of over raised funds committed investment adjusted investment in the current year cumulative investment progress (%) is expected to achieve the expected development in the current year
There is a significant change in the total amount of capital (1) amount (2) (3) = (2) / (1) benefit on the use status day
Phased change
Committed investment projects-
1. Integrated production basis of API preparation no 24070872407087974651974651 40.49% n / a n / a n / a no
Land construction project
2. Jiangsu ZTE preparation workshop construction item no 11354181135418139637139637 12.30% not applicable not applicable not applicable no
order
3. Supplementary working capital item no 1453336145333614533361453336 100.0% not applicable not applicable not applicable no
Subtotal of committed investment projects 4995841499584125676242567624 51.40%-
Investment direction of over raised funds-
Failure to reach the planned progress or expected income
The situation and reasons (by specific raised investment) are not applicable
Project)
Not applicable if there is a significant change in the feasibility of the project
Situation description
The amount, purpose and of the over raised funds are not applicable
Use progress
The implementation location of the project invested by raised funds is not applicable
Changes
The implementation method of investment projects with raised funds is not applicable
Adjustment
On August 6, 2021, the company held the fifth meeting of the Fourth Board of directors and the fifth meeting of the Fourth Board of supervisors, deliberated and approved the proposal on using the raised funds to replace the self raised funds invested in the raised funds investment projects in advance, and agreed to use the raised funds to replace the self raised funds invested in the raised funds investment projects in advance with 5316673748 yuan. Dahua and replacement Certified Public Accountants (special general partnership) reviewed the company's pre investment of raised capital investment projects with self raised funds and issued the authentication report of Fujian Fujian Cosunter Pharmaceutical Co.Ltd(300436) Pharmaceutical Co., Ltd. pre investment of raised capital investment projects with self raised funds Dahua He Zi [2021] No. 0010334.
There is no temporary replenishment of working capital with idle raised funds during the reporting period. Dynamic fund situation: the project implementation has raised fund balance, and the fund-raising project has not been fully completed. Amount and reason
The purpose of the unused raised funds and the unused raised funds as of December 31, 2021 were deposited in the special account for raised funds.
There are problems in the use and disclosure of the raised funds. The company has disclosed the storage and use of the raised funds in a timely, true, accurate and complete manner. Problems or other situations
