Securities code: 301126 securities abbreviation: Dajia Weikang Announcement No.: 2022-001 Hunan Dajia Weikang Pharmaceutical Industry Co., Ltd
Announcement on using part of the over raised funds to permanently supplement working capital
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.
Important content tips:
Hunan Dajia Weikang Pharmaceutical Industry Co., Ltd. (hereinafter referred to as "the company") plans to use the over raised capital of 17 million yuan to permanently supplement the working capital. The company promises:
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 shall not make securities investment, derivatives trading and other high-risk investments or provide financial assistance to objects other than holding subsidiaries within 12 months after replenishing working capital.
The independent directors gave their independent opinions on the matter, and the recommendation institution Sinolink Securities Co.Ltd(600109) gave its verification opinions on the matter.
This proposal still needs to be submitted to the general meeting of shareholders for deliberation and will come into force after being deliberated and adopted by the general meeting of shareholders.
1、 Basic information of raised funds
With the approval of China Securities Regulatory Commission on the registration of initial public offering of Hunan Dajia Weikang Pharmaceutical Industry Co., Ltd. (zjxk [2021] No. 3367), the company issued 51626425 ordinary shares with a par value of RMB 1.00 per share and an issue price of RMB 12.37 per share, The total amount of funds raised in this issuance is 638618877.25 yuan, the issuance fee excluding tax is 69148947.10 yuan, and the net amount of funds raised is 569469930.15 yuan. The above raised funds have been verified by Tianjian Certified Public Accountants (special general partnership) and issued the capital verification report (Tianjian Yan [2021] No. 2-52). The company has established a special account for the raised funds, and signed a supervision agreement on the raised funds with the deposit bank and the sponsor to manage the deposit and use of the raised funds.
2、 Use of over raised funds
The total amount of over raised funds from the company's initial public offering was 59.4235 million yuan. As of January 7, 2022, the company has used 0 yuan of over raised funds, and the balance of over raised funds account is 69.9232 million yuan (including interest and outstanding issuance expenses).
3、 The plan of using part of the over raised funds to permanently supplement the working capital
On the premise of ensuring the capital demand for the construction of projects invested with raised funds and the normal progress of projects invested with raised funds, in order to meet the demand for working capital, improve the use efficiency of raised funds and further improve the profitability of the company, In accordance 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 and the guidelines for the standardized operation of GEM listed companies of Shenzhen Stock Exchange, and in combination with its actual operation, the company plans to use 17 million yuan of over raised funds to permanently supplement working capital, Accounting for 28.61% of the total over raised funds, not exceeding 30% of the total over raised funds. The use of part of the over raised funds to permanently supplement the working capital will not conflict with the implementation plan of the investment project invested by 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、 Relevant instructions and commitments of the company on permanently replenishing working capital with some over raised funds this time
The permanent replenishment of working capital with some over raised funds does not conflict with the implementation plan of the investment project with raised funds, does not affect the normal progress of the investment project with raised funds, and does not change the investment direction of raised funds in a disguised manner and damage the interests of shareholders.
The company promises that it shall 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 permanent replenishment of working capital. The amount used for permanent replenishment of working capital shall not exceed 30% of the total amount of over raised funds in every twelve months.
5、 Review procedures and relevant opinions for implementation
(I) deliberations of the board of directors
The company held the 9th meeting of the 3rd board of directors on January 12, 2022, deliberated and passed the proposal on using part of the over raised funds to permanently supplement the working capital, agreed to use the over raised funds of RMB 17 million to permanently supplement the working capital, and submitted it to the general meeting of shareholders for deliberation.
(II) opinions of independent directors
The independent directors believe that in order to meet the daily business needs of the company, the company will use the over raised funds to permanently supplement the working capital, which will not conflict with the implementation plan of the investment project 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. The company uses the over raised funds to permanently supplement the working capital. The contents and procedures comply with the relevant laws and regulations such as the guidelines for the supervision of listed companies No. 2 - regulatory requirements for the management and use of raised funds by listed companies, the guidelines for the standardized operation of companies listed on the gem of Shenzhen Stock Exchange, which is conducive to improving the use efficiency of raised funds and further improving the profitability of the company, In line with the interests of the company and all shareholders. Therefore, we unanimously agree that the company will use part of the over raised funds to permanently supplement the working capital, and agree to submit the proposal to the general meeting of shareholders of the company for deliberation.
(III) deliberation of the board of supervisors
The company held the fifth meeting of the third board of supervisors on January 12, 2022, and deliberated and passed the proposal on using part of the over raised funds to permanently supplement the working capital. The board of supervisors held that the company's use of part of the over raised funds to permanently supplement the working capital is conducive to improving the use efficiency of the raised funds, reducing the company's financial expenses and in line with the interests of the company and all shareholders, Comply with the requirements of relevant provisions such as the Listing Rules of GEM stocks of Shenzhen Stock Exchange, the guidelines for the standardized operation of companies listed on gem of Shenzhen Stock Exchange, the regulatory guidelines for listed companies No. 2 - regulatory requirements for the management and use of raised funds by listed companies, and will not conflict with the implementation plan of investment projects with raised funds, It does not affect the normal implementation of the investment projects with raised funds, and there is no situation of changing the investment direction of raised funds in a disguised form and damaging the interests of shareholders. Therefore, the board of supervisors agreed to use the over raised capital of 17 million yuan to permanently supplement the working capital. (IV) verification opinions of the recommendation institution
After verification, the sponsor believes that the company's use of some over raised funds to permanently supplement working capital has been deliberated and approved by the board of directors and the board of supervisors of the company, the independent directors have issued clear consent opinions, fulfilled the necessary approval procedures, and still need to be submitted to the general meeting of shareholders of the company for deliberation. The above matters of the company comply with the relevant laws, regulations and normative documents, such as the Listing Rules of GEM stocks of Shenzhen Stock Exchange, the guidelines for the standardized operation of GEM listed companies of Shenzhen Stock Exchange, the regulatory guidelines for listed companies No. 2 - regulatory requirements for the management and use of raised funds of listed companies.
In conclusion, the recommendation institution has no objection to the company's use of some over raised funds to permanently supplement working capital.
6、 Documents for future reference
1. Resolutions of the 9th meeting of the 3rd board of directors;
2. Resolutions of the 5th meeting of the 3rd board of supervisors;
3. Independent opinions of independent directors on matters related to the ninth meeting of the third board of directors;
4. Verification opinions on permanent replenishment of working capital with part of over raised funds issued by Sinolink Securities Co.Ltd(600109) ;
It is hereby announced.
Board of directors of Hunan Dajia Weikang Pharmaceutical Industry Co., Ltd. January 12, 2022
