Huatai United Securities Co., Ltd
About Jiangsu Aidea Pharmaceutical Co.Ltd(688488)
Verification opinions on changing some special accounts for raised funds and newly added special accounts for raised funds
Huatai United Securities Co., Ltd. (hereinafter referred to as “Huatai United Securities” or “sponsor”) is the sponsor of the initial public offering of Jiangsu Aidea Pharmaceutical Co.Ltd(688488) (hereinafter referred to as ” Jiangsu Aidea Pharmaceutical Co.Ltd(688488) ” or “company”) and listing on the science and innovation board in accordance with the measures for the Administration of securities issuance and listing and the Listing Rules of shares on the science and Innovation Board of Shanghai Stock Exchange In accordance with the measures for the continuous supervision of listed companies on the science and Innovation Board (for Trial Implementation) and other relevant provisions, the company performed its continuous supervision duties, and prudently verified the Jiangsu Aidea Pharmaceutical Co.Ltd(688488) change of some special accounts for raised funds and the new special accounts for raised funds. The verification results are as follows:
1、 Basic information of raised funds
With the approval of the reply on Approving the registration of Jiangsu Aidea Pharmaceutical Co.Ltd(688488) initial public offering (zjxk [2020] No. 1185) issued by China Securities Regulatory Commission on June 18, 2020, the company publicly issued 60 million RMB common shares (A shares) to the public in July 2020, with a par value of RMB 1 per share, The issue price is 13.99 yuan per share, and the total amount of funds raised is 839.4 million yuan. After deducting the issuance expenses of RMB 75.33 million, the net amount of raised funds is RMB 764.07 million.
All the above raised funds were in place on July 13, 2020, and the capital verification report of “Rong Cheng Yan Zi [2020] No. 210z0012” was verified and issued by Rongcheng Certified Public Accountants (special general partnership). The company carried out special account storage management for the above raised funds in accordance with the regulations, and signed a supervision agreement on special account storage of raised funds with Huatai united and the special account supervision bank. For details, please refer to the website of Shanghai Stock Exchange (www.sse. Com. CN.) on July 17, 2020 The announcement on the listing of Jiangsu Aidea Pharmaceutical Co.Ltd(688488) initial public offering of shares on the science and Innovation Board disclosed.
Up to now, the opening of the company’s special account for raised funds is as follows:
No. account opening entity bank name special account for raised funds account No. purpose of special account for raised funds
1 Jiangsu Jiangsu Aidea Pharmaceutical Co.Ltd(688488) Guangdong Development Bank Co., Ltd. 9550880058239300203 innovative drug R & D and branch Co., Ltd. Yangzhou Branch R & D Technology Center
2 Nanjing ansailai pharmaceutical China China Construction Bank Corporation(601939) Co., Ltd. has 32050159524609996 building purchase project technology Co., Ltd. Nanjing Gulou sub branch
Yangzhou Branch 90160188000125327 distribution and supporting facilities project of Yangzhou Aidi pharmaceutical Bank Of Jiangsu Co.Ltd(600919) Co., Ltd. API production research 3 Technology Co., Ltd
Repayment of bank loans 4 Jiangsu Jiangsu Aidea Pharmaceutical Co.Ltd(688488) shares, China China Construction Bank Corporation(601939) shares, 32050174513609066666 and the storage and use of funds and over raised funds of Yangzhou Branch of supplementary Working Capital Co., Ltd
2、 Some special accounts of raised funds to be changed this time
In order to meet the needs of the company’s operation and management, further strengthen the management of raised funds and improve the management efficiency of raised funds, the company plans to change some special accounts of raised funds, cancel the special account of Yangzhou Branch of Guangdong Development Bank Co., Ltd. (Account No.: 9550880058239300203) or transfer it to a general account, And open a new special account for raised funds in China Construction Bank Corporation(601939) Yangzhou Branch, and transfer all the principal and interest balance of raised funds in the original raised funds account to the special account for newly raised funds.
The company will timely sign a new supervision agreement on the storage of special account for raised funds with the sponsor and China Construction Bank Corporation(601939) Yangzhou Branch, and authorize the company’s management to handle the above specific matters.
3、 The proposed new special account for raised funds
The company held the 20th meeting of the first board of directors and the 16th meeting of the first board of supervisors on December 24, 2021, deliberated and adopted the proposal on changing some investment projects with raised funds and adding their implementation subjects, Nanjing Aidi Pharmaceutical Technology Co., Ltd. (hereinafter referred to as “Nanjing Aidi”), a wholly-owned subsidiary of the company, is approved to be the main body for the implementation of the “integrase inhibitor drug R & D and clinical research project” of the “innovative drug R & D and R & D technology center building purchase project”.
Nanjing Aidi will open a new special account for raised funds at China Construction Bank Corporation(601939) Nanjing Gulou sub branch for the deposit and use of raised funds for “integrase inhibitor drug R & D and clinical research project” of “innovative drug R & D and R & D technology center building purchase project”.
The company will timely sign the supervision agreement on the storage of the special account for raised funds with the sponsor and China Construction Bank Corporation(601939) Nanjing Gulou sub branch, and authorize the company’s management to handle the above specific matters.
4、 Impact on the company
The change of some special accounts for raised funds and the new special accounts for raised funds of the company this time comply with the guidelines for the supervision of listed companies No. 2 – regulatory requirements for the management and use of raised funds of listed companies of China Securities Regulatory Commission, the rules for the listing of stocks on the science and Innovation Board of Shanghai Stock Exchange The requirements of laws, regulations and normative documents such as self regulatory guidelines for companies listed on the science and Innovation Board of Shanghai Stock Exchange No. 1 – standardized operation, as well as the company’s measures for the management of raised funds and other relevant provisions are conducive to the company’s further standardized management of raised funds, there is no change in the purpose of raised funds, and does not affect the normal implementation of investment projects with raised funds.
The company will strictly comply with the relevant provisions of China Securities Regulatory Commission and Shanghai Stock Exchange to standardize the deposit and use of special account funds.
5、 Review procedures and special opinions
(I) deliberations of the board of directors
On January 19, 2022, the company held the 21st Meeting of the first board of directors, deliberated and approved the proposal on changing part of the special account for raised funds and adding new special account for raised funds, and agreed to change part of the special account for raised funds, Close the special account of Yangzhou Branch of Guangdong Development Bank Co., Ltd. (Account No.: 9550880058239300203) or convert it into a general account, open a new special account for raised funds in China Construction Bank Corporation(601939) Yangzhou Branch, and transfer all the principal and interest balance of raised funds in the original account for raised funds to the special account for newly raised funds; Nanjing Aidi Pharmaceutical Technology Co., Ltd., a wholly-owned subsidiary of the company, is approved to open a new special account for raised funds in China Construction Bank Corporation(601939) Nanjing Gulou sub branch to deposit and use the raised funds in order to implement the “integrated enzyme inhibitor drug R & D and clinical research project” of the “innovative drug R & D and R & D technology center building purchase project”, and agrees to authorize the management of the company to handle the above specific matters.
(II) opinions of independent directors
The independent directors believe that the company’s change of some special accounts for raised funds and the new special accounts for raised funds meet the needs of the company’s development, help to improve the management efficiency of raised funds, will not change the purpose of raised funds, there is no damage to the interests of shareholders, and the relevant review procedures are legal and effective, It complies with the relevant laws and regulations 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 the science and Innovation Board of Shanghai Stock Exchange, the guidelines for the self-discipline supervision of listed companies on the science and Innovation Board of Shanghai Stock Exchange No. 1 – standardized operation, and the relevant provisions of the company’s measures for the administration of raised funds. Therefore, The independent directors unanimously agreed to the proposal on changing some special accounts for raised funds and adding special accounts for raised funds.
(III) deliberation of the board of supervisors
On January 19, 2022, the company held the 17th meeting of the first board of supervisors, deliberated and approved the proposal on changing part of the special accounts for raised funds and adding new special accounts for raised funds, and agreed to change part of the special accounts for raised funds and adding new special accounts for raised funds. The board of supervisors believes that the change of some special accounts for raised funds and the new special accounts for raised funds meet the actual situation and operation and management needs of the company, which is conducive to strengthening the management of raised funds, Comply with the relevant provisions of 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 the science and Innovation Board of Shanghai Stock Exchange, the measures for the administration of raised funds by listed companies of Shanghai Stock Exchange and the company’s measures for the administration of raised funds. The review procedures for the change of the special account for raised funds and the new special account for raised funds comply with the provisions of laws, administrative regulations, departmental rules and other normative documents, and there is no situation of changing the investment direction of raised funds or damaging the interests of shareholders in a disguised manner. Therefore, the board of supervisors agreed to the above matters.
6、 Verification opinions of the recommendation institution
After verification, the recommendation institution believes that:
The change of some special accounts for raised funds and the new special accounts for raised funds of the company have been reviewed and approved by the board of directors and the board of supervisors of the company, and the independent directors have expressed their explicit consent, Comply with the relevant provisions of the measures for the administration of securities issuance and listing recommendation business, 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 science and Innovation Board of Shanghai Stock Exchange, the measures for the administration of raised funds of listed companies of Shanghai Stock Exchange and other relevant provisions, as well as the company’s raised funds management system.
In conclusion, the recommendation institution has no objection to the company’s change of some special accounts for raised funds and the new special accounts for raised funds.
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