Haitong Securities Company Limited(600837)
About Jilin Xidian Pharmaceutical Technology Development Co., Ltd
Verification opinions on permanent replenishment of working capital with some over raised funds
Haitong Securities Company Limited(600837) (hereinafter referred to as " Haitong Securities Company Limited(600837) " or "sponsor") as a sponsor of Jilin West Point Pharmaceutical Technology Development Co., Ltd. (hereinafter referred to as "West Point pharmaceutical" or "company") for initial public offering and listing on the gem, continuously supervised the sponsor in accordance with the administrative measures for securities issuance and listing sponsor business 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 Listing Rules of GEM stocks of Shenzhen Stock Exchange, the guidelines for the self-regulation of listed companies of Shenzhen Stock Exchange No. 2 - standardized operation of companies listed on GEM and other relevant provisions have verified the company's use of part of the over raised funds to permanently supplement the working capital. The details are as follows:
1、 Basic information of raised funds
According to the reply on Approving the registration of initial public offering of Jilin Xidian pharmaceutical science and Technology Development Co., Ltd. (zjxk [2022] No. 5) approved by China Securities Regulatory Commission, the company issued 20200986 million ordinary shares (A shares) with a par value of 1 yuan per share, an issue price of 22.55 yuan per share and a total raised capital of 455532200 yuan, After deducting various issuance expenses, the net amount of funds actually raised was 390933100 yuan.
The above raised funds have been verified in the capital verification report Dahua Yan Zi [2022] No. 000086 issued by Dahua Certified Public Accountants (special general partnership) on February 18, 2022.
The company has deposited the raised funds in the special account opened by the company for this issuance. The company and the sponsor Haitong Securities Company Limited(600837) (hereinafter referred to as " Haitong Securities Company Limited(600837) ") have signed the tripartite supervision agreement on raised funds with Industrial Bank Co.Ltd(601166) Changchun Branch, Ping An Bank Co.Ltd(000001) Changchun Branch and China Construction Bank Corporation(601939) Jilin branch respectively.
2、 Investment projects with raised funds
According to the company's prospectus for initial public offering and listing on GEM, the funds raised from the company's initial public offering of RMB common shares (A shares) will be invested in the following items after deducting the issuance expenses:
Unit: 10000 yuan
No. project name total investment amount proposed to be invested in raised funds
1. Construction project of comprehensive solid preparation workshop 1057638
2. Construction project of modern extraction workshop of traditional Chinese medicine 800938
3. Escitalopram oxalate API production project 535019535019
4 R & D center construction project 500464500464
5. Marketing network construction project 520 Chang Jiang Shipping Group Phoenix Co.Ltd(000520) 000
Total 34140593414059
Note: the excess of the net amount of funds raised for the project over the required amount of funds raised for the project.
3、 The plan of using part of the over raised funds to permanently supplement the working capital
In combination with the company's capital arrangement and business development plan in 2022, on the premise of ensuring the capital demand for the construction of the investment projects with raised funds and the normal progress of the investment projects with raised funds, in order to meet the company's working capital demand, improve the use efficiency of raised funds, reduce financial costs, further improve the company's profitability and safeguard the interests of listed companies and shareholders, In accordance 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 Listing Rules of GEM stocks of Shenzhen Stock Exchange, the guidelines for the self discipline supervision of listed companies of Shenzhen Stock Exchange No. 2 - standardized operation of gem listed companies and the articles of association, and in combination with their own actual business conditions, The company plans to use the over raised capital of RMB 14.85 million to permanently supplement the working capital, accounting for 29.98% of the total over raised capital, which does not exceed 30% of the total over raised capital within 12 months. The company's permanent replenishment of working capital with the over raised funds does not change the purpose of the raised funds and affect the normal progress of the investment projects of the raised funds, which is in line with the relevant provisions of laws and regulations. This matter needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation and approval, and will be implemented after the deliberation and approval of the general meeting of shareholders.
4、 Commitments of the company
In view of the permanent replenishment of working capital with some over raised funds, the company promises as follows:
1. The amount used for permanent replenishment of working capital shall not exceed 30% of the total amount of over raised funds in every 12 months;
2. The company will not make high-risk investments such as securities investment and derivatives trading and provide financial assistance to objects other than holding subsidiaries within 12 months after replenishing working capital.
5、 Procedures for performance and relevant opinions
(I) deliberations of the board of directors
The 11th meeting of the 7th board of directors of the company deliberated and approved the proposal on using part of the over raised funds to permanently supplement the working capital. The board of directors agreed that the company would use the over raised funds of RMB 14.85 million to permanently supplement the working capital. The proposal needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
(II) opinions of independent directors
After review, the independent directors believe that the use of some over raised funds to permanently supplement working capital will not conflict with the implementation plan of the investment project with raised funds, affect the normal progress of the investment project with raised funds, 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 will permanently supplement the working capital with part of the over raised funds, which will help to improve the use efficiency of the raised funds, meet the needs of safeguarding the interests of the company and all shareholders. The company uses part of the over raised funds to permanently supplement the working capital. The contents and procedures comply 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 Listing Rules of Shenzhen Stock Exchange gem and other relevant laws and regulations.
To sum up, the independent directors agreed that the company would use part of the over raised funds to permanently supplement the working capital, and agreed to submit the proposal to the annual general meeting of shareholders of the company for deliberation.
(III) deliberation of the board of supervisors
The ninth meeting of the seventh board of supervisors of the company deliberated and adopted the proposal on using some over raised funds to permanently supplement working capital. The board of supervisors believes that the company's use of some over raised funds to permanently supplement working capital is conducive to meeting the demand for working capital, improving the use efficiency of raised funds, further improving the company's operating capacity, and in line with the interests of the company and all shareholders. The company's permanent replenishment of working capital with some over raised funds this time complies 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 Listing Rules of GEM stocks of Shenzhen Stock Exchange, the guidelines for the self discipline supervision of listed companies of Shenzhen Stock Exchange No. 2 - standardized operation of GEM listed companies and the company's management system for raised funds The requirements of relevant laws, regulations and rules will not conflict with the implementation plan of the investment project with raised funds, affect the normal implementation of the investment project with raised funds, and there is no situation of changing the investment direction of raised funds in a disguised manner and damaging the interests of shareholders.
To sum up, the board of supervisors of the company agrees that the company will use the over raised funds of 14.85 million yuan to permanently supplement the working capital, and the proposal needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
6、 Verification opinions of the recommendation institution
The board of directors has made clear that the company's approval procedures for the use of the company's permanent capital beyond 2021 have been approved by the board of directors, and the board of directors has made clear that the company's procedures for the use of the company's permanent capital beyond 2021 have been reviewed and approved by the board of directors. The company's use of part of the over raised funds to permanently supplement the working capital does not change the purpose of the raised funds and damage the interests of shareholders in a disguised manner, and will not affect the normal progress of the investment projects of the raised funds. It complies with the guidelines for the supervision of listed companies No. 2 - regulatory requirements for the management and use of the raised funds of listed companies (revised in 2022) Relevant provisions such as Shenzhen Stock Exchange GEM Listing Rules, Shenzhen Stock Exchange self regulatory guidelines for listed companies No. 2 - standardized operation of GEM listed companies and the company's fund-raising management system. The recommendation institution has no objection to the company's use of some over raised funds to permanently supplement working capital.
Sponsor representative: Zhao qionglin, Huang Lei Haitong Securities Company Limited(600837) April 22, 2022
