Securities code: Xinxiang Tuoxin Pharmaceutical Co.Ltd(301089) securities abbreviation: Xinxiang Tuoxin Pharmaceutical Co.Ltd(301089) Announcement No.: 2022056 Xinxiang Tuoxin Pharmaceutical Co.Ltd(301089)
Announcement on changing the implementation place and mode of some raised investment projects
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 changing the implementation location, implementation method and asset purchase of some raised investment projects, and agreed to change the implementation location and implementation method of some raised investment projects. The change of the implementation location and mode of some investment projects with raised funds will not have an adverse impact on the company’s production, operation and business development. In accordance with the relevant provisions of the guidelines on the supervision of listed companies No. 2 – regulatory requirements for the management and use of raised funds by listed companies and the guidelines on the self discipline supervision of listed companies of Shenzhen Stock Exchange No. 2 – standardized operation of GEM listed companies, this matter needs to be submitted to the general meeting of shareholders for deliberation. The relevant changes are hereby announced as follows: I. Basic information of the 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. According to the company’s prospectus for initial public offering and listing on GEM, the company’s fund-raising projects and fund-raising use plans 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 pharmaceutical intermediate 30 China Vanke Co.Ltd(000002) 354564 36 months
Sports 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、 Relevant information about the implementation location and implementation mode of some raised investment projects changed this time
(I) use of funds raised by “Tuoxin pharmaceutical research institute construction project”
The company raised funds to invest in the “construction project of Tuoxin Pharmaceutical Research Institute”, and the implementation subject is Xinxiang Tuoxin Pharmaceutical Co.Ltd(301089) . As of May 23, 2022, the use of the raised funds of the project is as follows:
Unit: 10000 yuan
The name of the project to be invested in the raised funds that have not yet been used, the total investment of the project, the amount of funds (excluding interest)
Construction project of Tuoxin Pharmaceutical Research Institute Shanghai Pudong Development Bank Co.Ltd(600000) 9829805901.702
(II) changes in the place and mode of implementation of the project invested by raised funds
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 “Tuoxin pharmaceutical research institute construction project” from the original “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”.
2. In May 2022, the place and mode of implementation were changed
After comprehensive consideration of the actual situation of the project invested by the raised funds, in order to improve the investment efficiency of the raised funds and speed up the implementation of the project invested by the raised funds, the company plans to change the implementation location and implementation mode of the “Tuoxin pharmaceutical research institute construction project”, in which the implementation location is changed from “east of Fenghua street, Xinxiang City, 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.
(III) reasons for change
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 implementation of raised funds investment projects, the company changed the implementation mode of the raised funds investment project “construction project of Tuoxin Pharmaceutical Research Institute” from self built mode to purchase real estate and transform the mode according to the needs of the company. As of May 23, 2022, the project has invested 982980 yuan of raised funds.
The change of the implementation location and implementation mode of the above “Tuoxin pharmaceutical research institute construction project” will not change the investment amount of raised funds.
After the change of the implementation location of some of the projects invested by the raised funds, the company will strictly follow the relevant national laws and regulations when it involves filing with relevant government departments and handling environmental filing and other procedures. 3、 The impact of this change on the implementation location and implementation mode of some raised funds investment projects
The change of the implementation location and mode of the company’s raised funds to invest in the “construction project of Tuoxin Pharmaceutical Research Institute” 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 company’s raised funds investment project. This change does not change the total investment amount, business field and direction of the raised funds, and will not have an adverse impact on the investment projects of the raised funds. There is no situation of changing the investment direction of the raised funds in a disguised manner and damaging the interests of shareholders. It is in line with the use plan of the raised funds of the company and conducive to the long-term development of the company. The company will strictly abide by the provisions of 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 by listed companies, the Listing Rules of GEM stocks of Shenzhen Stock Exchange, and the guidelines for the standardized operation of GEM listed companies of Shenzhen Stock Exchange, so as to ensure the legality and effectiveness of the use of raised funds.
5、 Opinions of independent directors, board of supervisors and recommendation institutions
1. 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, we agree to change the implementation location and mode of the “construction project of Tuoxin Pharmaceutical Research Institute”.
2. Opinions of the board of supervisors
This time, the company changed the implementation location and implementation method of some raised capital investment projects, which 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. This matter has fulfilled the necessary decision-making procedures and complies with the provisions of relevant laws, regulations and normative documents, such as the Shenzhen Stock Exchange GEM Listing Rules (revised in December 2020), the Shenzhen Stock Exchange GEM listed companies standardized operation guidelines (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. Therefore, we agree to change the implementation location and mode of the “construction project of Tuoxin Pharmaceutical Research Institute”.
3. Opinions of the sponsor
After verification, the sponsor believes that the company’s change of the implementation location and implementation method of some raised capital investment projects has been deliberated and approved by the board of directors and the board of supervisors, and the independent directors have issued clear consent opinions. The decision-making procedure of this matter is legal and compliant, and complies with the relevant provisions of the Shenzhen Stock Exchange GEM Listing Rules (revised in December 2020), Shenzhen Stock Exchange listed companies self regulatory guidance No. 2 – standardized operation of GEM listed companies, 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 and implementation method of some raised capital investment projects, which can be implemented only after being submitted to the general meeting of shareholders for deliberation and approval. 6、 Documents for reference 1. Resolution of the 13th meeting of the Fourth Board of directors 2. Resolution of the 9th meeting of the Fourth Board of supervisors 3. Independent opinions of Xinxiang Tuoxin Pharmaceutical Co.Ltd(301089) independent directors on matters related to the 13th meeting of the Fourth Board of directors 4. Verification opinions of Zhongtian Guofu Securities Co., Ltd. on Xinxiang Tuoxin Pharmaceutical Co.Ltd(301089) changing the implementation place and implementation method of some raised investment projects
Xinxiang Tuoxin Pharmaceutical Co.Ltd(301089) board of directors may 24, 2022
