Securities code: 688046 securities abbreviation: Yaokang biological Announcement No.: 2022008 Jiangsu Jicui Yaokang Biotechnology Co., Ltd
On the use of some over raised funds and idle raised funds for cash management and the deposit of raised funds in the form of agreed deposits
Announced matters
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 announcement on the use of some over raised funds, idle raised funds for cash management and deposit of raised funds in the form of agreed deposits, It is agreed that the company will use the idle raised funds up to RMB 700 million (including this amount) for cash management to purchase low-risk financial products with high security and good liquidity (including but not limited to structural deposits, agreed deposits, call deposits, time deposits, certificates of deposit, etc.) within the above limit without affecting the normal progress of the company's investment plan of raised funds, The funds can be used on a rolling basis, and the service life shall not exceed 12 months from the date of deliberation and approval by the board of directors of the company (May 17, 2022). The board of directors authorizes the chairman or the person authorized by the chairman to exercise the decision-making power and sign relevant legal documents within the above quota and period, and the specific matters shall be organized and implemented by the Finance Department of the company. The independent directors have issued independent opinions with explicit consent, and the sponsor Huatai United Securities Co., Ltd. has issued verification opinions with explicit consent on the above matters.
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 of shares and listing on the science and Innovation Board disclosed by the company, the investment projects raised by the initial public offering of shares 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、 Basic information of cash management using some idle raised funds
(I) investment purpose
In order to improve the use efficiency of raised funds, make rational use of some idle raised funds, increase the company's income and obtain more returns for the company and shareholders without affecting the construction and use of raised funds and the safety of raised funds.
(II) types of investment products
The company will strictly control risks in accordance with relevant regulations and use some idle raised funds to invest in low-risk financial products with high safety and good liquidity (including but not limited to agreement deposits, structured deposits, time deposits, call deposits, large certificates of deposit, etc.), and these cash management products shall not be used for pledge or investment for securities investment.
(III) investment amount and term
The company plans to use part of the over raised funds and idle raised funds up to RMB 700 million (including this amount) for cash management. The service life shall not exceed 12 months from the date of deliberation and approval by the board of directors. Within this limit and period, the funds can be used circularly and continuously.
(IV) implementation mode
After being deliberated and approved by the board of directors, the management of the company is authorized to exercise the decision-making power of cash management investment within the authorized amount and period and sign relevant contract documents. The specific matters shall be organized and implemented by the financial department of the company.
(V) information disclosure
The company will timely fulfill the obligation of information disclosure in accordance with the requirements of relevant regulations and normative documents 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 Listing Rules of the science and Innovation Board of Shanghai Stock Exchange, and the guidelines for the self-discipline supervision of listed companies on the science and Innovation Board of Shanghai Stock Exchange No. 1 - standardized operation.
(VI) distribution of cash management income
The proceeds from the company's use of some idle raised funds for cash management shall be owned by the company, and the funds shall be managed and used in strict accordance with the requirements of China Securities Regulatory Commission and Shanghai Stock Exchange on the regulatory measures for raised funds. After the expiration of the cash management products, they will be returned to the special account for raised funds.
4、 Basic information about the deposit of the balance of raised funds in the form of agreed deposit this time
In order to improve the use efficiency of raised funds, increase the storage income and protect the rights and interests of investors, according to the relevant laws, regulations and normative documents such as the guidelines for the supervision of listed companies No. 2 - regulatory requirements for the management and use of raised funds of listed companies, the guidelines for the self discipline supervision of listed companies on the science and Innovation Board of Shanghai Stock Exchange No. 1 - standardized operation, as well as the relevant contents of the tripartite supervision agreement on raised funds signed by the company, Without affecting the normal implementation progress of the company's fund-raising investment projects, the company will deposit the balance of the fund-raising deposit in the form of agreed deposit, and authorize the management of the company to adjust the balance of the agreed deposit according to the investment plan of the fund-raising and the use of the fund-raising. Except for the time deposit with early trading or early redemption terms, the term shall not exceed 12 months from the date of deliberation and approval by the board of directors of the company.
5、 Impact on the daily operation of the company
The use of some temporarily idle raised funds for cash management and deposit of raised funds in the form of agreed deposits are carried out on the premise of complying with national laws and regulations, ensuring that the investment progress of raised funds of the company is not affected and the investment risk is effectively controlled, which will not affect the daily operation of the company and the normal development of investment projects with raised funds, and will not damage the interests of the company and shareholders. Appropriate and timely cash management of some temporarily idle raised funds can improve the use efficiency of raised funds, increase the company's cash asset income and seek more return on investment for the company's shareholders.
6、 Investment risk and risk control measures
（1） Investment risk
Although the company plans to invest in investment products with high safety, good liquidity and a term of no more than 12 months, the investment risk is controllable. However, the financial market is greatly affected by the macro-economy. The company will intervene appropriately and timely according to the economic situation and changes in the financial market, but it does not rule out that the investment is affected by market fluctuations and there are certain systemic risks.
（2） Risk control measures
1. The company will handle relevant cash management business in strict 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 Shanghai Stock Exchange on the science and innovation board, the guidelines for the self-discipline supervision of listed companies on the science and Innovation Board of Shanghai Stock Exchange No. 1 - standardized operation, and the company's management system for raised funds.
2. The board of directors of the company authorizes the management to be responsible for the management of financial products. The relevant personnel of the financial and capital management department of the company will timely analyze and track the investment direction of financial products and the progress of the project. If the evaluation finds that there are risk factors that may affect the safety of the company's funds, they will take corresponding measures in time to control the investment risk;
3. The financial fund management department of the company is responsible for the internal supervision of the use and custody of funds of financial products, and conduct a comprehensive inspection of all investment projects of financial products at the end of each fiscal year; The financial department of the company shall manage investment and financial products, establish and improve accounting accounts, and do a good job in accounting the use of funds. The Audit Department of the company is responsible for auditing and supervising the use and custody of investment and wealth management funds.
4. If necessary, the board of directors may employ an independent audit institution to supervise the use of funds.
7、 Relevant review procedures
(I) deliberations of the board of directors and the board of supervisors
On May 17, 2022, the 12th meeting of the first board of directors and the 6th meeting of the first board of supervisors passed the proposal on using part of the over raised funds and idle raised funds for cash management and depositing the raised funds in the form of agreed deposit, and agreed to the company's use of part of the over raised funds and idle raised funds for cash management and depositing the raised funds in the form of agreed deposit. The independent directors of the company expressed their independent opinions on this matter.
(II) opinions of the board of supervisors
The board of supervisors believes that the use of some temporarily idle raised funds for cash management and the deposit of raised funds in the form of agreed deposits are carried out under the premise of complying with national laws and regulations, ensuring that the investment progress of the company's raised funds is not affected and the investment risk is effectively controlled, which will not affect the daily operation of the company and the normal development of the investment projects of raised funds, and there is no damage to the interests of the company and shareholders. Appropriate and timely cash management of some temporarily idle raised funds can improve the use efficiency of raised funds, increase the company's cash asset income and seek more return on investment for the company's shareholders.
To sum up, the board of supervisors agreed that the company should use some over raised funds and idle raised funds for cash management and deposit the raised funds in the form of agreed deposits.
(III) opinions of independent directors
The independent directors believe that on the premise of ensuring the safety of funds and ensuring that the construction and use plan of investment projects with raised funds are not affected, the company plans to use over raised funds and idle raised funds for cash management and deposit the raised funds in the form of agreed deposit, which is conducive to improving the use efficiency of raised funds, will not affect the use of raised funds, and there is no behavior of changing the use of raised funds in a disguised manner, There is no damage to the interests of the company and all shareholders. The contents of the proposal comply with the 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 guidelines for the self-discipline supervision of listed companies on the science and Innovation Board of Shanghai Stock Exchange No. 1 - standardized operation, and the management system of raised funds of Jiangsu Jicui Yaokang Biotechnology Co., Ltd.
To sum up, the independent directors agree that the company uses part of the over raised funds and idle raised funds for cash management and deposits the raised funds in the form of agreed deposits.
7、 Opinions of the sponsor
After verification, Huatai United Securities believes that Yaokang biological intends to use the over raised funds and idle raised funds for cash management and deposit the raised funds in the form of agreed deposit, which 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, The necessary procedures have been fulfilled, and this event complies with the relevant provisions of the guidelines for self discipline supervision of listed companies on the science and Innovation Board of Shanghai Stock Exchange No. 1 - standardized operation, the guidelines for 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 for raised funds of Jiangsu Jicui Yaokang Biotechnology Co., Ltd. The company's use of over raised funds and idle raised funds for cash management and deposit of raised funds in the form of agreed deposits will not affect the normal progress of the investment projects of raised funds, nor will it change or change the investment direction of raised funds in a disguised form and damage the interests of shareholders of the company. The sponsor has no objection to the implementation of this matter by Yaokang biological.
8、 Online announcement document
1. Independent opinions of independent directors of Jiangsu Jicui Yaokang Biotechnology Co., Ltd. on matters related to the 12th meeting of the first board of directors.
2. The verification opinions of Huatai United Securities Co., Ltd. on the use of some over raised funds, idle raised funds for cash management and deposit of raised funds in the form of agreed deposit by Jiangsu Jicui Yaokang Biotechnology Co., Ltd. issued by Huatai United Securities Co., Ltd.
It is hereby announced.
Board of directors of Jiangsu Jicui Yaokang Biotechnology Co., Ltd. May 18, 2022
