Securities code: Xinxiang Tuoxin Pharmaceutical Co.Ltd(301089) securities abbreviation: Xinxiang Tuoxin Pharmaceutical Co.Ltd(301089) Announcement No.: 2022058 Xinxiang Tuoxin Pharmaceutical Co.Ltd(301089)
Announcement on changing the implementation subject of the project of investing in the construction of 1000 tons / year nucleoside series food nutrition fortifier with over raised funds
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.
Xinxiang Tuoxin Pharmaceutical Co.Ltd(301089) (hereinafter referred to as “the company”) held the 13th meeting of the 4th board of directors and the 9th meeting of the 4th board of supervisors on May 23, 2022, deliberated and approved the proposal on foreign investment and establishment of subsidiaries, and agreed to invest in the establishment of subsidiaries. After the establishment of subsidiaries, the company will undertake the implementation of the “annual output of 1000 tons of nucleoside series food nutritional fortifier project”. This matter does not need to be submitted to the general meeting of shareholders for deliberation. The relevant changes are hereby announced as follows:
1、 Basic information of raised funds
With the approval of registration of Xinxiang Tuoxin Pharmaceutical Co.Ltd(301089) initial public offering issued by China Securities Regulatory Commission (zjxk [2021] No. 3021), the company publicly issued 31.5 million A-Shares to the public at an issue price of 19.11 yuan per share, raising a total of China Automotive Engineering Research Institute Co.Ltd(601965) 000 yuan. After deducting the issuance expenses of 586909 million yuan, the net amount of funds actually raised was 5432741 million yuan, The over raised funds were 147817700 yuan.
Zhongshen Zhonghuan Certified Public Accountants (special general partnership) has verified the availability of the above funds on October 22, 2021 and issued the capital verification report (Zhonghuan Yan Zi (2021) No. 2110001). After the above-mentioned raised funds are received, the company manages the deposit and use of the raised funds in a special account, and has signed the tripartite supervision agreement on raised funds with the special account bank and the sponsor.
2、 Use of raised funds
1. According to the disclosure in the prospectus of Xinxiang Tuoxin Pharmaceutical Co.Ltd(301089) initial public offering and listing on GEM, the company plans to invest in the following projects after deducting the issuance expenses from the funds raised from the initial public offering of shares:
Unit: 10000 yuan
No. project name total investment amount proposed to use raised capital investment
1 construction project of nucleoside series characteristic APIs and pharmaceutical intermediates 30 China Vanke Co.Ltd(000002) 354564
2. Construction project of Tuoxin Pharmaceutical Research Institute 6 Shenzhen Zhenye(Group)Co.Ltd(000006) 00000
3. Supplementary working capital 10 Ping An Bank Co.Ltd(000001) 000000
Total 460 China International Marine Containers (Group) Co.Ltd(000039) 54564
2. According to the proposal on using part of the over raised funds to permanently supplement the working capital deliberated and adopted at the second extraordinary general meeting of shareholders in 2021, the over raised funds of RMB 44 million are used to permanently supplement the working capital. 3. According to the proposal on using part of the over raised funds to invest in the construction of 1000 ton / year nucleoside series food nutrition fortifier project, which was deliberated and adopted at the 10th meeting of the 4th board of directors, the 6th meeting of the 4th board of supervisors and the 2nd extraordinary general meeting in 2022, it was agreed to build the 1000 ton / year nucleoside series food nutrition fortifier project, and use the over raised funds of RMB 598177 million to invest in the construction of the project.
3、 Relevant information on the change of the implementation subject of the over raised capital investment project
In order to promote the effective implementation of the “annual output of 1000 tons of nucleoside series food nutrition fortifier project” and improve the investment efficiency of raised funds. The company plans to change the implementation subject of the over raised capital investment project “1000 tons / year nucleoside series food nutrition fortifier project”, and the implementation subject will be changed from Xinxiang Tuoxin Pharmaceutical Co.Ltd(301089) to Xinxiang Jingquan Biotechnology Co., Ltd., a subsidiary invested and established by the company. This change does not change the investment direction of the raised funds in a disguised manner and damage the interests of shareholders.
4、 Opinions of independent directors, board of supervisors and recommendation institutions
1. Opinions of independent directors
The company changed the over raised funds to invest in the construction of 1000 tons / year nucleoside series food nutrition fortifier project. The implementation subject made a prudent decision based on the project implementation environment and actual progress, which was in line with the relevant laws and regulations on the use of raised funds of listed companies, and there was no damage to the interests of shareholders of the company, and the decision-making and deliberation procedures of this matter were legal and compliant. Therefore, we agree to change the implementation subject of the over raised capital investment project this time.
2. Opinions of the board of supervisors
The company changes the over raised funds to invest in the construction of 1000 tons / year nucleoside series food nutrition fortifier project. The implementation subject of the project is based on the strategic planning and future overall development considerations of the company. It is an important link to extend the company’s production, sales and R & D industrial chain, which can promote the long-term development of the company. There is no disguised change in the investment direction of the raised funds and no damage to the interests of all shareholders, Comply with the relevant provisions of China Securities Regulatory Commission and Shenzhen Stock Exchange. Therefore, we agree to change the implementation subject of the over raised capital investment project this time.
3. Opinions of the sponsor
After verification, the sponsor believes that the change of the implementation subject of the over raised capital investment project has been approved by the board of directors and the board of supervisors of the company, the independent directors have issued clear consent opinions, and the necessary decision-making procedures have been performed, Comply with relevant provisions 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 GEM stocks of Shenzhen Stock Exchange (revised in December 2020), and the guidelines for the standardized operation of GEM listed companies of Shenzhen Stock Exchange (revised in 2020). The change of the implementation subject of the over raised capital investment project does not change the investment direction of the raised capital in a disguised manner and damage the interests of shareholders. The recommendation institution has no objection to the implementation of the above matters by the company.
6、 Documents for future reference
1. Resolution of the 13th meeting of Xinxiang Tuoxin Pharmaceutical Co.Ltd(301089) the 4th board of directors
2. Resolution of the 9th meeting of Xinxiang Tuoxin Pharmaceutical Co.Ltd(301089) the 4th board of supervisors
3. Independent opinions of Xinxiang Tuoxin Pharmaceutical Co.Ltd(301089) independent directors on relevant matters of the 13th meeting of the 4th board of directors
4. Verification opinions of Zhongtian Guofu Securities Co., Ltd. on Xinxiang Tuoxin Pharmaceutical Co.Ltd(301089) changing the implementation subject of over raised capital investment project
Xinxiang Tuoxin Pharmaceutical Co.Ltd(301089)
Board of directors
May 24, 2022
