Stock Code: Teyi Pharmaceutical Group Co.Ltd(002728) stock abbreviation: Teyi Pharmaceutical Group Co.Ltd(002728) Announcement No.: 2022032 bond Code: 128025 bond abbreviation: Teyi convertible bond
Teyi Pharmaceutical Group Co.Ltd(002728)
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.
Teyi Pharmaceutical Group Co.Ltd(002728) (hereinafter referred to as " Teyi Pharmaceutical Group Co.Ltd(002728) " or "the company") held the 27th meeting of the Fourth Board of directors on May 4, 2022, deliberated and adopted the proposal on using some idle raised funds of convertible bonds to temporarily supplement working capital. Now, the relevant matters related to using some idle raised funds to temporarily supplement working capital are announced as follows:
1、 Basic information of raised funds
Approved by the reply on approving Teyi Pharmaceutical Group Co.Ltd(002728) public issuance of convertible corporate bonds (zjxk [2017] No. 2004) issued by the China Securities Regulatory Commission, the company was approved to issue 3540000 convertible corporate bonds to the public on December 6, 2017, with a face value of 100 yuan each and a total issuance amount of 35400000000 yuan.
The total amount of funds raised by the company in this public offering of convertible corporate bonds is RMB 35400000000 and the interest income is RMB 1277667. The net amount of funds raised after deducting underwriting and recommendation fees, lawyers, accountants, credit rating, information disclosure fees and issuance handling fees is RMB 34635737667. The raised funds have been verified by Ruihua Certified Public Accountants (special general partnership) and a verification report (rhyz [2017] No. 48470002) has been issued.
2、 Use of raised funds and idle reasons
According to the prospectus for public offering of convertible corporate bonds of the company, all the funds raised by the company in this public offering of convertible corporate bonds will be used for the following items after deducting the issuance expenses:
Total investment to be invested in raised funds
Serial number item name
(10000 yuan) (10000 yuan)
1. Drug storage and logistics center and information system construction project 17870591710633
2 Xinning pharmaceutical GMP reconstruction and expansion project 189 Shenzhen China Bicycle Company (Holdings) Limited(000017) 52941
Total 36770593463574
As the construction of the project invested by raised funds needs a certain period, according to the construction progress of the project invested by raised funds, some of the raised funds are idle in the short term at this stage.
3、 Temporary replenishment of working capital with funds raised from some idle convertible bonds
At the 18th meeting of the 4th board of directors held on May 18, 2021, the company deliberated and approved the proposal on using some idle raised funds to supplement working capital temporarily, and agreed that the company would use 170 million yuan of idle raised funds to supplement working capital temporarily for a period of no more than 12 months, and return them to the special account for raised funds when due. As of April 25, 2022, the company has returned all the above raised funds of 170 million yuan for temporary replenishment of working capital to the special account for raised funds, and the specific contents have been published on cninfo.com.cn.
4、 The proposed use of some idle convertible bonds to raise funds to temporarily supplement working capital
In order to effectively improve the use efficiency of the raised funds, reduce financial expenses, reduce operating costs and safeguard the interests of the company and shareholders, on the premise of ensuring the implementation of the investment project of the raised funds of the company's convertible corporate bonds on schedule, the company plans to use no more than RMB 100 million (28.87% of the net raised funds of the company's convertible corporate bonds of RMB 34635737667) idle raised funds to supplement working capital temporarily. The time limit for the company to use some idle raised funds to supplement working capital temporarily is no more than 12 months from the date of handling the temporary supplement of working capital for the first time after the deliberation and approval of the board of directors, and it will be returned to the special account for raised funds after expiration. During this period, if the balance of the special account for raised funds cannot meet the normal payment of raised funds, the company will return the raised funds that have been supplemented with working capital to the special account for raised funds according to the actual needs.
Part of the idle raised funds used by the company this time are temporarily used to supplement the working capital, which will not change the purpose of the raised funds in a disguised form, nor will it affect the normal progress of the investment plan of the raised funds; It will be limited to the production and operation related to the main business, and will not be used for the placement and purchase of new shares, or for the trading of stocks and their derivatives, convertible corporate bonds, etc. through direct or indirect arrangements. 5、 The amount of financial expenses expected to be saved when idle raised funds supplement working funds, the reasons for the shortage of working funds, whether there is any behavior of changing the purpose of raised funds in a disguised form, and the measures to ensure that the normal progress of raised funds projects will not be affected
The company has not made securities investment and other venture capital investment in the past 12 months. The raised funds for temporary replenishment of working capital do not change the purpose of the raised funds in a disguised manner, and will only be used for production and operation related to the main business. The temporary replenishment of working capital can reduce the company's borrowings from banks, which is expected to save about 3.7 million yuan of financial expenses (calculated according to the benchmark interest rate of bank loans in the same period).
The company promises:
1. The use of idle raised funds to temporarily supplement working capital does not change or change the purpose of raised funds in a disguised form;
2. If the construction progress of the raised investment project is accelerated, the company will timely return the raised funds supplemented with working capital to the special account for raised funds according to the actual needs, so as not to affect the normal progress of the raised capital investment project;
3. Return this part of the funds to the special account for raised funds before the maturity date of this supplementary working capital;
4. During the period of temporarily replenishing working capital with idle raised funds, no venture capital such as securities investment shall be made.
6、 Opinions issued by the company's independent directors, the board of supervisors and the recommendation institution
1. Opinions of independent directors:
The company uses some idle raised funds to temporarily supplement the company's working capital, which is conducive to improving the use efficiency of raised funds and reducing the company's financial expenses, which is in line with the interests of all shareholders of the company. The company's use of some idle raised funds to temporarily supplement working capital meets the relevant provisions on the use of raised funds of Listed Companies in the guidelines for the supervision of listed companies No. 2 - regulatory requirements for the management and use of raised funds of listed companies; There is no conflict with the implementation plan of the raised funds project, does not affect the normal progress of the raised funds project, and there is no situation of changing the investment direction of the raised funds in a disguised form and damaging the interests of shareholders. The company has not made venture capital such as securities investment in the past 12 months. The raised funds for temporarily replenishing working capital will be limited to the production and operation related to the main business, and will not make venture capital such as securities investment. The company has returned the previously raised funds for temporarily replenishing working capital. Therefore, it is agreed that the company will use no more than RMB 100 million (accounting for 28.87% of the net funds raised by the company's public offering of convertible corporate bonds of RMB 346357400) to temporarily supplement the working capital with idle raised funds. The time of single supplement of working capital shall not exceed 12 months, and it will be returned to the special account for raised funds of the company at maturity.
2. Opinions of the board of supervisors:
The company has returned the funds raised for temporary replenishment of working capital. The board of supervisors agreed that the company would temporarily supplement working capital with idle raised capital of no more than RMB 100 million (accounting for 28.87% of the net amount of RMB 346357400 raised by the company's public offering of convertible corporate bonds) on the premise of ensuring the capital demand of the investment projects with raised capital, and the service life would be from the date when the temporary supplement of working capital was handled for the first time after it was deliberated and approved at the 27th meeting of the Fourth Board of directors, Not more than 12 months. During the period of temporarily replenishing working capital with idle raised funds, no venture capital such as securities investment will be made, and the self owned funds will be returned to the special account for raised funds of the company at maturity.
The service life of the company's idle raised funds to temporarily supplement the working capital shall not exceed 12 months, and the purpose of the raised funds shall not be changed or changed in a disguised form, which can reduce the company's financial expenses and improve the efficiency of the use of funds, which is in line with the interests of all shareholders of the company, the guidelines for the supervision of listed companies No. 2 - regulatory requirements for the management and use of raised funds of listed companies, and the company's management system of raised funds.
3. Opinions of the sponsor:
After verification, the recommendation institution believes that:
1. The company's plan to temporarily replenish working capital by using some idle raised funds of convertible bonds has been reviewed and approved by the board of directors of the company, and the independent directors and the board of supervisors have expressed their explicit consent and fulfilled the necessary approval procedures, Comply with the requirements of relevant provisions such as the stock listing rules of Shenzhen Stock Exchange (revised in 2022), the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 1 - standardized operation of listed companies on the main board, and the regulatory guidelines for listed companies No. 2 - regulatory requirements for the management and use of raised funds of listed companies;
2. The plan of temporarily replenishing working capital by using some idle raised funds of convertible bonds does not conflict with the implementation plan of the original investment project of raised funds, will not affect the normal implementation of the original investment project of raised funds, nor does it change the investment direction of raised funds in a disguised manner and damage the interests of shareholders, Comply with the relevant provisions of the stock listing rules of Shenzhen Stock Exchange (revised in 2022), the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 1 - standardized operation of listed companies on the main board, and the regulatory guidelines for listed companies No. 2 - regulatory requirements for the management and use of raised funds of listed companies;
3. The temporary replenishment of working capital by using some idle raised funds of convertible bonds this time will help to improve the use efficiency of raised funds, reduce the company's financial expenses, reduce the company's operating costs, and safeguard the interests of the company and shareholders. Its use is reasonable and necessary. The recommendation institution has no objection to the company's plan to temporarily supplement working capital with some idle raised funds of convertible bonds.
7、 Documents for future reference
1. Resolutions of the 27th meeting of the 4th board of directors of the company;
2. Resolutions of the 27th meeting of the 4th board of supervisors of the company;
3. Independent opinions of independent directors on relevant matters;
4. Verification opinions of Dongguan Securities Co., Ltd. on Teyi Pharmaceutical Group Co.Ltd(002728) using idle raised funds of convertible bonds to temporarily supplement working capital issued by Dongguan Securities Co., Ltd.
It is hereby announced.
Teyi Pharmaceutical Group Co.Ltd(002728) board of directors may 5, 2022
