Securities code: 688046 securities abbreviation: Yaokang biological Announcement No.: 2022010 Jiangsu Jicui Yaokang Biotechnology Co., Ltd
Announcement on permanent replenishment of working capital with over 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 legal responsibility for the authenticity, accuracy and integrity of its contents according to law.
Important content tips:
Jiangsu Jicui Yaokang Biotechnology Co., Ltd. (hereinafter referred to as "the company") held the 12th meeting of the first board of directors and the 6th meeting of the first board of supervisors on May 17, 2022, deliberated and adopted the proposal on using over raised funds to permanently supplement working capital, and agreed to use part of the over raised funds of 60 million yuan to permanently supplement working capital. The independent directors and the board of supervisors of the company expressed their explicit consent, The sponsor Huatai United Securities Co., Ltd. issued a clearly agreed verification opinion on the above matters. The matter can only be implemented after being submitted to the general meeting of shareholders for deliberation and approval.
1、 Basic information of raised funds
According to the reply on Approving the registration of the initial public offering of Jiangsu Jicui Yaokang Biotechnology Co., Ltd. (zjxk [2022] No. 542) issued by the China Securities Regulatory Commission on March 15, 2022, the company was approved to publicly issue 50 million ordinary shares of RMB, with an issue price of RMB 22.53 per share and a total raised capital of RMB 1126.5 million; After deducting the underwriting and recommendation fees, issuance registration fees and other issuance expenses totaling 1003979 million yuan (excluding the amount of value-added tax), the net amount of raised funds was 10261021 million yuan. All the above funds have been in place, which was verified by Grant Thornton Certified Public Accountants (special general partnership) and issued the capital verification report no. 110 c000202 of Grant Thornton Certified Public Accountants (2022) on April 19, 2022.
All the raised funds have been deposited in the special account for raised funds opened with the approval of the board of directors of the company. The company has signed a tripartite supervision agreement for raised funds with the sponsor and the commercial bank storing the raised funds.
2、 Use of raised funds
According to the prospectus of Yaokang biology's initial public offering and listing on the science and Innovation Board disclosed by the company, the investment projects of the funds raised from the initial public offering are planned as follows:
Unit: 10000 yuan
No. project name total investment amount proposed to use raised capital investment amount
1 model animal mouse R & D and breeding integration 6111258 Shanghai Pudong Development Bank Co.Ltd(600000) 0
Base construction project
2 real world animal model development and transformation 23640282200000
Platform construction project
Total 84752868200000
3、 Plan to permanently supplement working capital with over raised funds
On the premise of ensuring the capital demand for the construction of the investment projects with raised funds and the normal implementation of the investment projects with raised funds, in order to meet the working capital demand of the company, reduce the financial cost, further improve the profitability of the company, improve the use efficiency of the raised funds, and safeguard the interests of the company and shareholders, According to 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 and the guidelines for the self discipline supervision of companies listed on the science and Innovation Board of Shanghai Stock Exchange No. 1 - standardized operation, the company plans to use part of the excess raised funds to permanently supplement the working capital for the company's business activities related to its main business, so as to meet the needs of the company's actual operation and development. The amount to be used for permanent replenishment of working capital this time is 60 million yuan, which does not exceed 30% of the net amount of over raised funds.
4、 Relevant commitments and instructions
The permanent replenishment of working capital with part of the over raised funds will be used for the production and operation related to the company's main business. There is no situation that changes the use purpose of the raised funds and affects the normal progress of the investment projects of the raised funds, so as to meet the company's working capital needs, reduce financial costs, further improve the company's profitability, improve the use efficiency of the raised funds and safeguard the interests of the company and shareholders. The company promises that the cumulative amount used within each twelve months will not exceed 30% of the total amount of over raised funds; The permanent replenishment of working capital with some over raised funds this time is only used in the production and operation related to the main business, which will not affect the capital demand for the construction of raised investment projects. No high-risk investment and financial assistance for objects other than holding subsidiaries will be made within 12 months after the replenishment of working capital.
5、 The review procedures for the use of some over raised funds to permanently supplement working capital this time
At the 12th meeting of the first board of directors and the 6th meeting of the first board of supervisors held on May 17, 2022, the company deliberated and adopted the announcement on permanent replenishment of working capital with over raised funds, and agreed to use part of the over raised funds to permanently replenish working capital with a total of 60 million yuan. The independent directors of the company have expressed their independent opinions on the above matters. The proposal still needs to be submitted to the general meeting of shareholders of the company for deliberation.
6、 Description of special opinions
(I) opinions of independent directors
The independent directors of the company believe that the contents and deliberation procedures of the company's plan to use the over raised capital of 60 million yuan to permanently supplement the working capital comply with the provisions of relevant laws and regulations, such as the Listing Rules of science and Innovation Board of Shanghai Stock Exchange, the regulatory guidelines for listed companies No. 2 - regulatory requirements for the management and use of raised funds of listed companies. 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. There is no case of changing the purpose of the raised funds in disguise, affecting the normal implementation of the investment projects of the raised funds, and damaging the interests of the company and all shareholders, especially the interests of small and medium-sized shareholders.
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 submitted the proposal to the 2021 annual general meeting of shareholders of the company for deliberation.
(II) opinions of the board of supervisors
The board of supervisors of the company believes that the permanent replenishment of working capital with some over raised funds will be used for the production and operation related to the company's main business. There is no situation that changes the use purpose of the raised funds and affects the normal progress of the investment projects of the raised funds, so as to meet the company's working capital requirements, reduce financial costs, further improve the company's profitability, improve the use efficiency of the raised funds and safeguard the interests of the company and shareholders.
To sum up, the board of supervisors of the company agreed to permanently supplement working capital with some over raised funds. (III) special verification opinions of the recommendation institution
After verification, Huatai United Securities believes that the use of over raised funds by Yaokang biology to permanently 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 expressed their consent and fulfilled the necessary procedures.
This event complies with the relevant provisions of the guidelines on self discipline supervision of listed companies on the science and Innovation Board of Shanghai Stock Exchange No. 1 - standardized operation, the guidelines on supervision of listed companies No. 2 - regulatory requirements for the management and use of raised funds of listed companies, and the provisions of the management system of raised funds of Jiangsu Jicui Yaokang Biotechnology Co., Ltd. This time, the company uses the over raised funds to permanently supplement the working capital, which will be used for the production and operation related to the company's main business. There is no situation that changes the use purpose of the raised funds and affects the normal progress of the investment projects of the raised funds, so as to meet the company's working capital needs, reduce the financial cost, further improve the company's profitability, improve the use efficiency of the raised funds and safeguard the interests of the company and shareholders. The sponsor has no objection to the implementation of this matter by Yaokang biological.
7、 Online announcement document
(I) independent opinions of independent directors of Jiangsu Jicui Yaokang Biotechnology Co., Ltd. on relevant matters of the 12th meeting of the first board of directors.
(II) verification opinions of Huatai United Securities Co., Ltd. on Jiangsu Jicui Yaokang Biotechnology Co., Ltd. using over raised funds to permanently supplement working capital issued by Huatai United Securities Co., Ltd.
It is hereby announced.
Board of directors of Jiangsu Jicui Yaokang Biotechnology Co., Ltd. May 18, 2022
