Securities code: 688046 securities abbreviation: Yaokang biological Announcement No.: 2022007 Jiangsu Jicui Yaokang Biotechnology Co., Ltd
Announcement on replacing self raised funds invested in advance with 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 completeness of its contents.
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 raised funds to replace self raised funds invested in pre raised projects and paid issuance expenses, It is agreed that the company will use the raised funds to replace the self raised funds that have been invested in the investment projects of the raised funds and paid the issuance expenses in advance. The total amount of the replacement funds is RMB 100542 million. The time of this replacement of the raised funds is less than 6 months from the time of receipt of the raised funds. The replacement of raised funds does not need to be submitted to the general meeting of shareholders for deliberation.
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 fees 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. 110c000202 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、 Investment projects committed to raising funds in issuance application documents
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 R & D and transformation 23640282200000 platform construction project
Total 84752868200000
3、 Advance investment of self raised funds into projects invested with raised funds
The cumulative issuance expenses (excluding tax) of the company's stock issuance amounted to RMB 1003979 million. The company plans to use the raised funds to replace the self raised funds of RMB 6.2955 million that have been invested in the investment projects with raised funds in advance as of April 30, 2022. The details are as follows:
Unit: 10000 yuan
No. total planned investment amount of raised funds for investment projects with raised funds self raised funds pre invested amount
1 model animal mouse R & D and breeding integrated base 6111258 40.50 construction project
2 real world animal model R & D and transformation project 2364028 589.05 sets
Total 8475286 629.55
4、 Advance payment of issuance expenses with self raised funds
The cumulative issuance expenses (excluding tax) of the company's stock issuance amounted to RMB 1003979 million. Before the raised funds are in place, the company has paid the issuance fee (excluding tax) of 3.7587 million yuan with self raised funds. The issuing expenses paid with self raised funds are as follows:
Unit: 10000 yuan
S / n item name total issuance expenses (excluding tax for issuance paid with self raised funds in advance) total expenses (excluding tax)
1. Underwriting and recommendation fees 827875-
2 audit and capital verification expenses 700.00 174.53
3 lawyer fees 470.00 94.34
4. Information disclosure fee 457.55-
5. Issuance fee and others 133.49 107.00
Total 1003979 375.87
5、 Approval procedures and relevant opinions for the replacement of raised funds
(I) deliberations of the board of directors and the board of supervisors
At the 12th meeting of the first board of directors and the 6th meeting of the first board of supervisors on May 17, 2022, the company passed the proposal on using the raised funds to replace the self raised funds invested in the projects invested with raised funds in advance and the paid issuance expenses, and agreed to use the raised funds of RMB 6.2955 million to replace the self raised funds invested in the projects invested with raised funds in advance, It is agreed that the company will use the raised funds of RMB 3758700 to replace the self raised funds paid in advance.
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 company's use of raised funds to replace the advance investment of self raised funds is to ensure the smooth implementation of the construction of raised investment projects. It is very necessary to timely grasp the current market opportunities, speed up the construction of raised investment projects, realize the operation as soon as possible, expand the business scale and improve the economic benefits. The above-mentioned companies use the raised funds to replace the self raised funds invested in advance, which does not change the purpose of the raised funds and does not affect the normal progress of the investment plan of the raised funds. The replacement time is no more than 6 months from the arrival time of the raised funds, which meets the regulatory guidelines for listed companies No. 2 - regulatory requirements for the management and use of the raised funds of listed companies Relevant provisions in Chapter V of the guidelines for self discipline supervision of companies listed on the science and Innovation Board of Shanghai Stock Exchange No. 1 - standardized operation. It is conducive to improving the use efficiency of raised funds and ensuring the smooth implementation of raised investment projects.
In conclusion, the board of supervisors agreed that the company should use the raised funds to replace the self raised funds invested in the investment projects of the raised funds in advance and pay the issuance expenses in advance.
(III) opinions of independent directors
The independent directors believe that the company's use of the raised funds to replace the self raised funds invested in the raised investment projects in advance and paid the issuance expenses meets the laws and regulations such as the guidelines for the supervision of listed companies No. 2 - regulatory requirements for the management and use of the 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 Normative documents and relevant provisions on the use of raised funds of Listed Companies in the articles of association of Jiangsu Jicui Yaokang Biotechnology Co., Ltd. and the management system of raised funds of Jiangsu Jicui Yaokang Biotechnology Co., Ltd. The replacement time is no more than 6 months from the arrival time of the raised funds, does not conflict with the implementation plan of the raised funds investment project, does not change or change the investment direction of the raised funds in a disguised form, will not affect the normal progress of the raised funds investment project, will not adversely affect the construction of the raised funds investment project of the company, and will not damage the interests of the company and all shareholders, especially the minority shareholders.
In conclusion, the independent directors agree that the company will use the raised funds to replace the self raised funds invested in the investment projects of the raised funds in advance and pay the issuance expenses in advance.
(IV) assurance opinion of accounting firm
Grant Thornton Certified Public Accountants (special general partnership) issued the assurance report on Jiangsu Jicui Yaokang Biotechnology Co., Ltd. investing the raised funds in advance and paying the issuance expenses with self raised funds (Grant Thornton zhuanzi (2022) No. 110a010833), Zhitong Certified Public Accountants (special general partnership) believes that the disclosure in the special statement of Jiangsu Jicui Yaokang Biotechnology Co., Ltd. on pre investment of raised capital investment projects and payment of issuance expenses with self raised funds prepared by the board of directors of Yaokang biotechnology as of April 30, 2022 is consistent with the actual situation.
5、 Opinions of the sponsor
After verification, Huatai United Securities believes that the self raised funds used by Yaokang biological to replace the investment projects invested in the raised funds in advance and pay the issuance expenses in advance have been deliberated and approved by the board of directors and the board of supervisors of the company, the independent directors have expressed their consent, and the special audit has been conducted by Zhitong accounting firm (special general partnership) and the necessary procedures have been performed, Moreover, the replacement time is less than 6 months from the arrival time of the raised funds, which complies with the provisions of 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 the raised funds of listed companies 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; The use of 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 there is no change or disguised change in the investment direction of raised funds and damage the interests of shareholders. The sponsor has no objection to the implementation of this matter by Yaokang biological.
6、 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) the assurance report on Jiangsu Jicui Yaokang Biotechnology Co., Ltd. investing in the raised investment projects and paying the issuance expenses in advance with self raised funds issued by Zhitong Certified Public Accountants (special general partnership).
(III) verification opinions of Huatai United Securities Co., Ltd. on Jiangsu Jicui Yaokang Biotechnology Co., Ltd. using raised funds to replace self raised funds invested in raised projects in advance and paid issuance expenses issued by Huatai United Securities Co., Ltd.
It is hereby announced.
Board of directors of Jiangsu Jicui Yaokang Biotechnology Co., Ltd. May 18, 2022
