China International Capital Corporation Limited(601995)
About Nanjing King-Friend Biochemical Pharmaceutical Co.Ltd(603707)
Verification opinions on returning raised funds and continuing to use some idle raised funds to temporarily supplement working capital
China International Capital Corporation Limited(601995) (hereinafter referred to as ” China International Capital Corporation Limited(601995) ” and “sponsor”) as a sponsor of Nanjing King-Friend Biochemical Pharmaceutical Co.Ltd(603707) (hereinafter referred to as ” Nanjing King-Friend Biochemical Pharmaceutical Co.Ltd(603707) ” and “company”) for public issuance of convertible corporate bonds, in accordance with the stock listing rules of Shanghai Stock Exchange and the regulatory guidelines for 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 and other relevant provisions have verified the matters related to Nanjing King-Friend Biochemical Pharmaceutical Co.Ltd(603707) plans to use idle raised funds to temporarily supplement working capital. The specific circumstances are as follows: I. 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). 2、 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 deducted from the issuance
Unit: 10000 yuan
No. project name total investment and proposed amount of raised funds
1. High efficiency intelligent high-end pharmaceutical preparation production line 95352.30 57000.00 construction project
2. Supplementary working capital 21000.00
Total 116352.30 78000.00
3、 Temporary replenishment of working capital and return of previously raised funds
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 date of issuance of this verification opinion (January 11, 2022), the company has returned all the raised funds used for temporary replenishment of working capital and deposited them into the special account for raised funds of the company. 4、 The plan of using idle raised funds to temporarily supplement working capital
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. 5、 Decision making procedures for temporarily replenishing working capital with idle raised funds
The proposal of the company to continue to use some idle raised funds to temporarily supplement working capital was deliberated and adopted at the 13th meeting of the 4th board of directors and the 12th meeting of the 4th board of supervisors.
The written opinions issued by the board of supervisors are as follows:
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 supplement the working capital temporarily, which is conducive to improving the use efficiency of the raised funds, reducing the company’s financial expenses and safeguarding the interests of all shareholders of the company. There is no damage to the interests of the company and its shareholders, especially the medium and small shareholders, 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 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.
The independent directors made the following written comments:
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. 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, the independent directors unanimously agree that the company will temporarily supplement the 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. 6、 Verification conclusion
After verification, China International Capital Corporation Limited(601995) believes that: Nanjing King-Friend Biochemical Pharmaceutical Co.Ltd(603707) the use of idle raised funds to temporarily supplement working capital is conducive to improving fund use efficiency, reducing the company’s operating costs and meeting the needs of the company’s business development. There is no change in the purpose of the raised funds and damage to the interests of shareholders. The use of idle raised funds to temporarily supplement working capital has been deliberated and approved by the board of directors and the board of supervisors of the company, and the independent directors have also expressed their independent opinions with explicit consent, fulfilled the necessary approval procedures, and met the regulatory guidelines for listed companies No. 2 – regulatory requirements for the management and use of raised funds of listed companies of the CSRC Measures for the administration of funds raised by listed companies of Shanghai Stock Exchange (revised in 2013) and other relevant provisions.
In conclusion, China International Capital Corporation Limited(601995) has no objection to Nanjing King-Friend Biochemical Pharmaceutical Co.Ltd(603707) using idle raised funds to temporarily supplement working capital. (no text below this page)
(there is no text on this page, which is the signature page of China International Capital Corporation Limited(601995) 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) sponsor representative:
Li Yang
Lei Renguang
China International Capital Corporation Limited(601995) mm / DD / yy
