About Xinxiang Tuoxin Pharmaceutical Co.Ltd(301089) changing part of the raised capital investment
Verification opinions on project implementation location and implementation mode
Zhongtian Guofu Securities Co., Ltd. (hereinafter referred to as "Zhongtian Guofu" or "sponsor") as Xinxiang Tuoxin Pharmaceutical Co.Ltd(301089) (hereinafter referred to as " Xinxiang Tuoxin Pharmaceutical Co.Ltd(301089) " or "company") made initial public offering of shares and listed on the gem, and continuously supervised the sponsor in accordance with the guidelines for self discipline supervision of listed companies of Shenzhen Stock Exchange No. 13 - sponsor business and the stock listing rules of Shenzhen Stock Exchange (revised in 2022) The self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 2 - standardized operation of GEM listed companies and other relevant provisions have carefully verified the implementation location and implementation mode of some fund-raising investment projects proposed to be changed by the company. The specific circumstances are as follows: I. Basic information of raised funds
With the approval of the reply on Approving the registration of Xinxiang Tuoxin Pharmaceutical Co.Ltd(301089) initial public offering (zjxk [2021] No. 3021) of China Securities Regulatory Commission and the approval of Shenzhen Stock Exchange, the company issued 315000000 ordinary shares (A shares) to the public for the first time, with a par value of RMB 1.00 per share and an issue price of RMB 19.11 per share. The total amount of funds raised in this issuance is RMB China Automotive Engineering Research Institute Co.Ltd(601965) 00000, after deducting the issuance expenses of RMB 5869089023, the actual net amount of funds raised is RMB 54327410977. 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、 Basic information of investment projects with raised funds
According to the company's prospectus for initial public offering and listing on the science and innovation board, the fund-raising projects and use plans of the company are as follows:
Unit: 10000 yuan
No. project name total investment planned to use raised construction cycle
Capital investment
1 nucleoside series characteristic API and medicine 30 China Vanke Co.Ltd(000002) 354564 36 months
Inter entity construction project
2. Construction project of Tuoxin Pharmaceutical Research Institute 6 Shenzhen Zhenye(Group)Co.Ltd(000006) 00000 18 months
3. Supplementary working capital 10 Ping An Bank Co.Ltd(000001) 000000-
Total 460 China International Marine Containers (Group) Co.Ltd(000039) 54564
3、 Relevant conditions and reasons for changing the implementation location and implementation mode of some raised investment projects
1. In February 2022, the implementation site was changed
The company held the 10th meeting of the 4th board of directors and the 6th meeting of the 4th board of supervisors on February 9, 2022, and deliberated and adopted the proposal on changing the implementation location of some raised investment projects, It is agreed that the company will change the implementation location of the raised investment project "Tuoxin pharmaceutical research institute construction project" from "the company's existing industrial land - the southeast corner of yard 398, Jingquan West Road, Xinxiang high tech Development Zone" to "the east of Fenghua street, Xinxiang City and the north of planned Jingquan road". On February 10, 2022, the sponsor of this change issued the verification opinions on Xinxiang Tuoxin Pharmaceutical Co.Ltd(301089) changing the implementation location of some raised funds investment projects.
2. In May 2022, the place and mode of implementation were changed
In order to speed up the implementation of new projects, the company will raise funds through consultation with the Research Institute in order to speed up the implementation of new projects, The implementation location is changed from "east of Fenghua street, Xinxiang City and north of planned Jingquan road" to "neighborhood 24, Xinxiang Development Zone"; The implementation mode is changed from self built mode to purchase real estate and transform the mode according to the needs of the company. The company is promoting the purchase and property right change of relevant real estate in "neighborhood 24, Xinxiang Development Zone", striving to sign relevant agreements as soon as possible, start the implementation of asset acquisition projects, and timely fulfill the obligation of information disclosure in accordance with relevant requirements. 4、 The impact of this change on the company of the implementation location and implementation mode of some raised investment projects
This change only involves the change of the implementation location and implementation mode of the "construction project of Tuoxin Pharmaceutical Research Institute", which is a prudent decision made by the company after comprehensive examination and demonstration of the actual situation of the project, implementation environment and subsequent construction needs, which is conducive to the smooth implementation of the project invested by the company with raised funds, Comply with the relevant provisions of the guidelines for self discipline supervision of listed companies of Shenzhen Stock Exchange No. 2 - standardized operation of companies listed on GEM.
This change does not change the total investment amount, business field and direction of the raised funds, will not have an adverse impact on the investment projects of the raised funds, and there is no situation of changing the investment direction of the raised funds in a disguised manner and damaging the interests of shareholders. 5、 Relevant review procedures performed (I) review by the board of directors
The company held the 13th meeting of the 4th board of directors on May 23, 2022, and deliberated and adopted the proposal on changing the implementation place, implementation method and asset purchase of some raised investment projects.
The board of directors of the company believes that considering the urgency of the company's "construction project of Tuoxin Pharmaceutical Research Institute" and the long construction cycle of self built projects, in order to improve the investment efficiency of raised funds and speed up the promotion and implementation of investment projects with raised funds, it agrees that the implementation location of the "construction project of Tuoxin Pharmaceutical Research Institute" will be changed from "east of Fenghua street, Xinxiang City and north of planned Jingquan road" to "neighborhood 24, Xinxiang Development Zone"; It is agreed that the company will change the implementation mode of the raised capital investment project "Tuoxin pharmaceutical research institute construction project" from self construction mode to purchase real estate and transform the mode according to the needs of the company, and submit this proposal to the third extraordinary general meeting of shareholders of the company in 2022 for deliberation. The independent directors of the company expressed their independent opinions on this matter. (II) opinions of the board of supervisors
The company held the 9th meeting of the 4th board of supervisors on May 23, 2022, deliberated and adopted the proposal on changing the implementation place, implementation method and asset purchase of some raised investment projects.
The board of supervisors believes that the company's change of the implementation location and implementation method of some raised capital investment projects is a prudent decision based on the actual situation of the project, the implementation environment and the raised capital investment plan, which is conducive to the smooth implementation of the raised capital investment projects, will not affect the normal production and operation of the company, and there is no change or disguised change of the investment direction of raised capital and other situations that damage the interests of shareholders. Therefore, we agree to change the implementation location and mode of the "construction project of Tuoxin Pharmaceutical Research Institute".
(III) opinions of independent directors
The change of the implementation location and implementation mode of some raised capital investment projects of the company is a prudent decision based on the project implementation environment and actual progress, which is in line with the actual operation needs and investment plan of the company's raised capital investment projects, and in line with the Shenzhen Stock Exchange gem stock listing rules (revised in December 2020) The provisions of relevant laws, regulations and normative documents such as the guidelines for the standardized operation of companies listed on the gem of Shenzhen Stock Exchange (revised in 2020) and the guidelines for the supervision of listed companies No. 2 - regulatory requirements for the management and use of raised funds by listed companies are conducive to the smooth implementation of the company's investment projects with raised funds, and there is no situation of changing the investment direction of raised funds in a disguised manner and damaging the interests of shareholders. Therefore, all independent directors agree to change the implementation location and mode of "Tuoxin pharmaceutical research institute construction project". 6、 Verification opinions of the recommendation institution
After verification, the sponsor believes that the change of the implementation location and implementation mode of some raised capital investment projects has been deliberated and approved by the board of directors and the board of supervisors of the company, and the independent directors have issued clear consent opinions and intend to submit them to the general meeting of shareholders of the company for deliberation. The decision-making procedures of this matter are legal and compliant, It complies 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. 2 - standardized operation of companies listed on GEM, and there is no situation of changing the investment direction of raised funds in a disguised manner and damaging the interests of the company and shareholders. In conclusion, the recommendation institution has no objection to the company's change of the implementation location of some raised capital investment projects, which can only be implemented after being submitted to the general meeting of shareholders for deliberation and approval.
(no text below)
Verification opinions on changing the place and mode of implementation of some raised capital investment projects (signature page)
Sponsor representative:
Chang Jiang Peng Deqiang
Zhongtian Guofu Securities Co., Ltd. May 24, 2022
