Verification opinions on Xinxiang Tuoxin Pharmaceutical Co.Ltd(301089) changing the implementation subject of over raised capital investment project
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 company's proposed change in the implementation subject of over raised capital investment projects. 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 offering is RMB China Automotive Engineering Research Institute Co.Ltd(601965) 00000, after deducting the issuance expenses of RMB 5869089023, the net amount of funds actually raised is RMB 54327410977, of which the over raised funds are RMB 147817700..
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
1. 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 amount planned to use raised construction cycle capital investment amount
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
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 and reasons for 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、 The impact of this change on the company of the implementation location and implementation mode of some raised investment projects
The change of the implementation subject of the over raised capital investment project "1000 ton annual nucleoside series food nutrition fortifier project" does not substantially change the investment direction and project implementation content of the raised capital, will not affect the normal progress of other raised investment projects, and will not damage the interests of all 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 foreign investment and establishment of subsidiaries.
The board of directors of the company believes that this investment is based on the consideration of the company's strategic planning and future overall development. It is an important link to extend the company's production, sales and R & D industrial chain. It is conducive to the horizontal expansion of the company's industry, enhance the company's market competitiveness and sustainable profitability, and accelerate the implementation of over raised capital investment projects in order to improve the investment efficiency of raised funds, It is of great strategic significance for the company to improve and strengthen its production, sales and R & D layout. Therefore, it is agreed that the company will invest in the establishment of a subsidiary. After the establishment of the subsidiary, it will undertake the implementation of the "annual output of 1000 tons of nucleoside series food nutritional fortifier project". 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 foreign investment and establishment of subsidiaries.
The board of supervisors believes that the change of the company's over raised funds to invest in the construction of 1000 tons of nucleoside series food nutritional fortifier project is an important part of extending the company's production, sales and R & D industrial chain based on the consideration of strategic planning and future overall development, which can promote the long-term development of the company's directors, and there is no disguised change in the investment direction of raised funds and 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. (III) 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. 6、 Verification opinions of the recommendation institution
After verification, the sponsor believes that the change of the implementation subject of the over raised capital investment project of the company has been deliberated and 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.
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Verification opinions on changing the implementation subject of over raised capital investment projects (signature page)
Sponsor representative:
Chang Jiang Peng Deqiang
Zhongtian Guofu Securities Co., Ltd. May 24, 2022
