Securities code: 603707 securities abbreviation: Nanjing King-Friend Biochemical Pharmaceutical Co.Ltd(603707) Announcement No.: 2022-004 bond Code: 113579 bond abbreviation: Jianyou convertible bond
Nanjing King-Friend Biochemical Pharmaceutical Co.Ltd(603707)
Part on returned raised funds and continued use
Announcement on temporarily replenishing working capital with idle raised funds
The board of directors and all directors of the company guarantee that there are no false records, misleading statements or major omissions in the contents of this announcement, and bear individual and joint liabilities for the authenticity, accuracy and completeness of its contents.
Important content tips:
As of the disclosure date of this announcement, all the funds used by the company to supplement working capital with idle raised funds in the early stage have been returned to the special account for raised funds.
Nanjing King-Friend Biochemical Pharmaceutical Co.Ltd(603707) (hereinafter referred to as " Nanjing King-Friend Biochemical Pharmaceutical Co.Ltd(603707) " or "the company") intends to continue to use the idle raised funds with a maximum amount of no more than 300 million yuan to temporarily supplement the working capital. The service life is no more than 12 months from the date of deliberation and approval at the 13th meeting of the Fourth Board of directors held on January 11, 2022, and will be returned to the corresponding special account for raised funds.
1、 Basic information of raised funds
According to the reply on approving Nanjing King-Friend Biochemical Pharmaceutical Co.Ltd(603707) public issuance of convertible corporate bonds (zjxk [2020] No. 2658) issued by China Securities Regulatory Commission, the company publicly issued 7.8 million convertible corporate bonds on December 17, 2020, with a face value of 100 yuan each and a total raised capital of 780 million yuan for a period of 6 years. The total amount of funds raised from the public offering of convertible corporate bonds deducting underwriting and recommendation expenses of 7000000.00 yuan (excluding tax), other issuance expenses of 1714150.94 yuan (excluding tax), and the actual net amount of funds raised was 771285849.06 yuan. All the above raised funds were in place on December 23, 2020. Zhongtianyun Certified Public Accountants (special general partnership) (hereinafter referred to as "zhongtianyun") has conducted verification and issued the capital verification report on the paid in subscription funds for Nanjing King-Friend Biochemical Pharmaceutical Co.Ltd(603707) public issuance of convertible corporate bonds (zhongtianyun [2020] Yan Zi No. 90090).
The company has implemented a special account storage system for the raised funds, and signed a supervision agreement on the raised funds with the sponsor China International Capital Corporation Limited(601995) and the commercial bank storing the raised funds.
The situation of temporary replenishment of working capital with some idle raised funds used in the previous public offering of convertible corporate bonds:
The 6th meeting of the 4th board of directors of the company deliberated and adopted the proposal on using idle raised funds to temporarily supplement working capital, and agreed to use idle raised funds with a maximum amount of no more than 420 million yuan to temporarily supplement working capital, with a service life of no more than 12 months from the date of deliberation and approval. As of the disclosure date of this announcement (January 11, 2022), the company has returned all the raised funds used to temporarily supplement working capital and deposited them into the special account for raised funds of the company.
2、 Basic information of investment projects with raised funds
According to the use plan of raised investment projects disclosed in the Nanjing King-Friend Biochemical Pharmaceutical Co.Ltd(603707) prospectus for public issuance of convertible corporate bonds, the funds raised from this public issuance of convertible corporate bonds are used for the following projects after deducting the issuance expenses:
Unit: 10000 yuan
No. project name total investment and proposed amount of raised funds
1. High efficiency intelligent high-end pharmaceutical preparation production line construction project 95352.30 57000.00
2. Supplementary working capital 21000.00
Total 116352.30 78000.00
As of January 11, 2022, the use and balance of the raised funds are as follows:
Unit: Yuan
Project amount (RMB)
Total raised funds 780000000.00
Less: issuance expenses 8714150.94
Net raised funds 771285849.06
Plus: outstanding issuance fee 0.00
Less: 97395000.00 of self raised funds invested in advance replaced by raised funds
Less: accumulated investment 367921837.67
Less: accumulated service charge expense 3385.49
Add: accumulated interest income 59622.85
Less: temporary supplementary working capital 0.00
Balance of raised funds (bank deposit) 306025248.75
3、 The plan to continue to use some idle raised funds to supplement working capital temporarily
In order to improve the use efficiency of the raised funds, reduce financial expenses, reduce the company's operating costs, and safeguard the interests of the company and investors, the company decided to continue to use some idle raised funds to temporarily supplement working capital on the premise of ensuring the normal capital demand for the construction of the investment projects with the raised funds and the use plan of the raised funds, The written capital is limited to the production and operation related to the company's main business, with a total amount of no more than RMB 300 million (including RMB 300 million), and the service life is within 12 months from the date of deliberation and approval by the board of directors.
The company will return the raised funds used to temporarily supplement working capital one by one according to the actual progress of the raised investment project and the capital demand.
The company will continue to use part of the idle raised funds to temporarily supplement the working capital, and will not directly or indirectly arrange for the placement and purchase of new shares, or for the trading of stocks and their derivatives, convertible bonds, etc. The use of some idle raised funds to temporarily supplement working capital will not change the purpose of the raised funds, affect the normal progress of the investment plan of the raised funds, and there is no situation of changing the investment direction of the raised funds in a disguised manner and damaging the interests of shareholders. 4、 The deliberation procedure of the board of directors on the plan of using some idle raised funds to temporarily supplement working capital this proposal of continuing to use some idle raised funds to temporarily supplement working capital was deliberated and adopted at the 13th meeting of the Fourth Board of directors, and the independent directors, the board of supervisors and the sponsor of the company all expressed their consent.
The company continues to use some idle raised funds to supplement working capital temporarily, which complies with the relevant 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, the measures for the management of raised funds by listed companies of Shanghai Stock Exchange (Revised in 2013) and the measures for the management of raised funds of the company.
5、 Opinions of the board of supervisors
The 12th meeting of the 4th board of supervisors of the company deliberated and adopted the proposal on continuing to use some idle raised funds to temporarily supplement working capital. The company continues to use some idle raised funds to supplement working capital temporarily this time, which will not affect the normal progress of the company's fund-raising plan, and there is no behavior of changing the purpose of the raised funds in a disguised form. The company continues to use part of the idle raised funds to temporarily supplement the working capital, which is conducive to improving the benefits of the raised funds, especially the interests of the middle and small shareholders, and meets the regulatory guidelines for listed companies No. 2 - regulatory requirements for the management and use of the raised funds of listed companies The measures for the administration of raised funds of listed companies of Shanghai Stock Exchange (revised in 2013) and the measures for the administration of the use of raised funds of the company. The board of supervisors agrees that the company shall temporarily supplement the working capital with some idle raised funds of no more than 300 million yuan (including 300 million yuan), and the service life shall not exceed 12 months from the date of deliberation and approval by the board of directors.
6、 Opinions of independent directors
1. The company continues to use some idle raised funds to supplement working capital temporarily, which is conducive to improving the use efficiency of raised funds, reducing the company's financial expenses and safeguarding the interests of all shareholders of the company. There is no situation that damages the interests of the company and its shareholders, especially medium and small shareholders, The company's use of some idle raised funds to temporarily supplement working capital will not affect the normal progress of the company's fund-raising plan, and there is no behavior of changing the purpose of the raised funds in a disguised form, which is in line with the guidelines for the supervision of listed companies No. 2 - regulatory requirements for the management and use of raised funds by listed companies The measures for the administration of raised funds of listed companies of Shanghai Stock Exchange (revised in 2013) and the measures for the administration of the use of raised funds of the company.
2. The necessary legal procedures and approval procedures have been performed for the above matters. The convening procedures and voting procedures of the board of directors comply with the provisions of relevant laws and regulations and the articles of association, and the resulting resolutions are legal and effective. In conclusion, we agree that the company will temporarily supplement working capital with some idle raised funds of no more than RMB 300 million (including RMB 300 million), and the service life shall not exceed 12 months from the date of deliberation and approval by the board of directors.
7、 Verification opinions of the recommendation institution
China International Capital Corporation Limited(601995) checked the company's use of some idle raised funds to temporarily supplement working capital. After verification, the recommendation institution believes that: Nanjing King-Friend Biochemical Pharmaceutical Co.Ltd(603707) continuing to use some idle raised funds to temporarily supplement working capital is conducive to improving the use efficiency of raised funds, reducing the company's financial expenses, will not affect the normal implementation of the company's investment projects with raised funds, and there is no situation of changing the investment direction of raised funds in a disguised manner. The review procedures performed by the company comply with the relevant provisions of laws, regulations and company systems. In conclusion, the recommendation institution has no objection to Nanjing King-Friend Biochemical Pharmaceutical Co.Ltd(603707) the temporary replenishment of working capital with some idle raised funds with a total use of no more than 300 million yuan (including 300 million yuan).
It is hereby announced.
Nanjing King-Friend Biochemical Pharmaceutical Co.Ltd(603707) board of directors
Filing documents
(I) resolution of the 13th meeting of the 4th board of directors
(II) resolutions of the 12th meeting of the 4th board of supervisors
(III) independent opinions of independent directors on relevant matters in the 13th meeting of the Fourth Board of directors
(IV) verification opinions on Nanjing King-Friend Biochemical Pharmaceutical Co.Ltd(603707) returning raised funds and continuing to use some idle raised funds to temporarily supplement working capital issued by China International Capital Corporation Limited(601995)
