Securities code: 688266 securities abbreviation: Suzhou Zelgen Biopharmaceuticals Co.Ltd(688266) Announcement No.: 2022-004 Suzhou Zelgen Biopharmaceuticals Co.Ltd(688266)
On cash management using some temporarily idle raised funds
Announcement of
The board of directors and all directors of the company guarantee that there are no false records, misleading statements or major omissions in the contents of this announcement, and bear legal liabilities for the authenticity, accuracy and integrity of its contents according to law.
Suzhou Zelgen Biopharmaceuticals Co.Ltd(688266) (hereinafter referred to as ” Suzhou Zelgen Biopharmaceuticals Co.Ltd(688266) ” or “the company”) convened the 26th meeting of the first board of directors and the 21st Meeting of the first board of supervisors on January 19, 2022, deliberated and adopted the proposal on using some temporarily idle raised funds for cash management, It is agreed that the company will use the temporarily idle raised funds of no more than RMB 900 million (including this amount) for cash management. Under the condition of ensuring that the construction and use of the raised funds and the safety of the raised funds will not be affected, the use of the temporarily idle raised funds has high safety Financial products or deposit products with good liquidity (including but not limited to agreement deposits, structured deposits, time deposits, certificates of deposit, etc.) shall be valid for 12 months from the expiration date of the authorization period (February 21, 2022) reviewed and approved by the company’s previous board of directors. Within the above quota and period, the funds can be recycled and used in a rolling manner. The board of directors of the company authorizes the management to exercise the investment decision-making power and sign relevant contract documents. The specific matters shall be organized and implemented by the financial department of the company.
The above matters are within the approval authority of the board of directors and do not need to be submitted to the general meeting of shareholders for deliberation. The independent directors of the company issued independent opinions with explicit consent, and the recommendation institution China International Capital Corporation Limited(601995) issued clear verification opinions.
1、 Basic information of raised funds
On December 31, 2019, China Securities Regulatory Commission issued the reply on Approving the registration of Suzhou Zelgen Biopharmaceuticals Co.Ltd(688266) initial public offering of shares (zjxk [2019] No. 2998), agreeing that the company would publicly issue 60000000 RMB ordinary shares at an issue price of 33.76 yuan per share (RMB, the same below), with a total raised capital of 2025.6 million yuan, After deducting underwriting and recommendation fees, issuance registration fees and other related issuance expenses (totaling 117.3792 million yuan, excluding tax), the net amount of raised funds is 1908.2208 million yuan, and all the above funds have been in place. ShineWing Certified Public Accountants (special general partnership) verified the availability of funds for the company’s public offering of new shares, and issued capital verification report no. xyzh / 2020cda50001 on January 20, 2020. In order to standardize the management and use of the company’s raised funds and protect the rights and interests of investors, the company has established relevant special accounts for raised funds. All the raised funds have been deposited in the special account for raised funds opened with the approval of the board of directors of the company. The company has signed a tripartite supervision agreement for raised funds with the sponsor and the commercial bank storing the raised funds. For details, please refer to the website of Shanghai Stock Exchange (www.sse. Com. CN.) disclosed by the company on January 22, 2020 Announcement on the listing of Suzhou Zelgen Biopharmaceuticals Co.Ltd(688266) initial public offering of shares on the science and innovation board.
2、 Basic information of cash management using temporarily idle raised funds this time
(I) investment purpose
In order to improve the use efficiency of raised funds, make rational use of some temporarily idle raised funds, increase the company’s income and obtain more returns for the company and shareholders without affecting the construction and use of raised funds and the safety of raised funds.
(II) types of investment products
The company will strictly control risks in accordance with relevant regulations, and plans to use temporarily idle raised funds to purchase financial products or deposit products with high safety and good liquidity (including but not limited to agreed deposits, structured deposits, time deposits, large certificates of deposit, etc.), and such cash management products shall not be used for pledge or investment for securities investment.
According to the use of raised funds and the company’s operation, the company will invest the idle part in the above cash management products in different periods, with a maximum period of no more than 1 year.
(III) validity of the resolution
It shall be valid for 12 months from the expiration date of the authorization period (February 21, 2022) deliberated and approved by the previous board of directors of the company.
(IV) investment quota and term
The company plans to use the temporarily idle raised funds of no more than RMB 900 million (including this amount) for cash management. Within the above limit and period, the funds can be recycled and used. After the cash management of idle raised funds expires, it will be returned to the special account for raised funds.
(V) information disclosure
The company will timely perform the obligation of information disclosure in accordance with the relevant provisions of the CSRC and Shanghai Stock Exchange, and will not change the purpose of the raised funds in a disguised form.
(VI) distribution of cash management income
The proceeds obtained from the company’s use of some temporarily idle raised funds for cash management will be preferentially used to make up for the insufficient investment amount of raised investment projects and the working capital required for the company’s daily operation, and will be managed and used in strict accordance with the requirements of the CSRC and Shanghai Stock Exchange on the regulatory measures for raised funds.
3、 Impact on the daily operation of the company
The company plans to use part of the temporarily idle raised funds for cash management on the premise of ensuring the funds required for the company’s raised investment projects and ensuring the safety of the raised funds, which will not affect the normal turnover needs of the company’s daily funds and the normal operation of the raised funds investment projects, nor the normal development of the company’s main business.
At the same time, timely cash management of temporarily idle raised funds can obtain certain investment income, which is conducive to further improve the overall performance level of the company and seek better investment return for the company and shareholders.
4、 Investment risk and risk control measures
(I) investment risk
Although the company chooses cash management products of low-risk investment varieties, the financial market is greatly affected by the macro-economy. The company will intervene appropriately according to the economic situation and changes in the financial market, but it does not rule out that the investment is affected by market fluctuations.
(II) risk control measures
In accordance with the principle of separating decision-making, implementation and supervision functions, the company establishes and improves the approval and implementation procedures for the purchase of cash management products, effectively carries out and standardizes the purchase of cash management products, and ensures the safety of funds. Specific measures to be taken by the company for possible risks are as follows:
1. The board of directors of the company authorizes the management to exercise the investment decision-making power and sign relevant contract documents, including but not limited to selecting high-quality cooperative banks, clarifying the amount and period of cash management, selecting the variety of cash management products, signing contracts and agreements, etc. The Finance Department of the company is responsible for organizing the implementation, timely analyzing and tracking the investment direction of bank cash management products and project progress. Once adverse factors are found or judged, corresponding preservation measures must be taken in time to control investment risks.
2. The internal audit department of the company is responsible for reviewing the approval, actual operation, fund use and profit and loss of cash management, urging the financial department to timely carry out accounting treatment, and reasonably predict the possible gains and losses of various investments according to the principle of prudence.
3. Independent directors and the board of supervisors have the right to supervise and inspect the use of funds, and can hire professional institutions to audit when necessary.
4. The company must handle the relevant cash management business of raised funds in strict accordance with the guidelines for the supervision of listed companies No. 2 – regulatory requirements for the management and use of raised funds by listed companies, the guidelines for the self discipline supervision of companies listed on the science and Innovation Board of Shanghai Stock Exchange No. 1 – standardized operation, and the Suzhou Zelgen Biopharmaceuticals Co.Ltd(688266) raised funds management system.
5、 Description of special opinions
(I) opinions of the board of supervisors
After deliberation, the board of supervisors held that the company’s temporarily idle raised funds with an amount of no more than RMB 900 million (including this amount) are used for cash management, The contents and review procedures comply with the provisions of relevant laws, regulations, rules and other 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 guidelines for the self-discipline supervision of listed companies on the science and Innovation Board of Shanghai Stock Exchange No. 1 – standardized operation, Moreover, the company’s use of some temporarily idle raised funds for cash management does not conflict with the construction content of the raised funds investment project, does not affect the normal implementation of the raised funds investment project, and does not change the investment direction of the raised funds in a disguised manner and damage the interests of the company’s shareholders, especially the interests of small and medium-sized shareholders, which is in line with the needs of the company’s development interests, It is conducive to improving the company’s capital use efficiency and obtaining good capital return. It is agreed that the company will use the temporarily idle raised funds with an amount not exceeding RMB 900 million (including this amount) for cash management. (II) opinions of independent directors
The independent directors believe that after verification, the company uses the temporarily idle raised funds with an amount of no more than RMB 900 million (including this amount) for cash management, The contents and review procedures comply with the provisions of relevant laws, regulations, rules and other 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 guidelines for the self-discipline supervision of listed companies on the science and Innovation Board of Shanghai Stock Exchange No. 1 – standardized operation, Moreover, the company’s use of some temporarily idle raised funds for cash management does not conflict with the construction content of the raised funds investment project, does not affect the normal implementation of the raised funds investment project, and does not change the investment direction of the raised funds in a disguised manner and damage the interests of the company’s shareholders, especially the interests of small and medium-sized shareholders, which is in line with the needs of the company’s development interests, It is conducive to improving the company’s capital use efficiency and obtaining good capital return. It is agreed that the company will use the temporarily idle raised funds with an amount not exceeding RMB 900 million (including this amount) for cash management. (III) verification opinions of the recommendation institution
After verification, the sponsor believes that: the company’s use of some temporarily idle raised funds for cash management has been deliberated and approved by the board of directors and the board of supervisors, the independent directors have issued clear consent opinions, performed necessary legal procedures, and complied with the provisions of relevant laws, regulations and exchange rules; The company’s use of some temporarily idle raised funds for cash management this time complies with 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 shares on the science and Innovation Board of Shanghai Stock Exchange, and the guidelines for the self-discipline supervision of listed companies on the science and Innovation Board of Shanghai Stock Exchange No. 1 – standardized operation As well as the company’s raised funds management system and other relevant regulations, there is no change in the use of the raised funds in a disguised form, which will not affect the normal implementation of the company’s raised funds investment plan; On the premise of ensuring the normal operation and capital demand of the company and not affecting the normal implementation of the investment projects with raised funds, the company can improve the capital use efficiency through cash management, which is in line with the interests of the company and all shareholders.
In conclusion, the recommendation institution has no objection to Suzhou Zelgen Biopharmaceuticals Co.Ltd(688266) the cash management of the temporarily idle raised funds with a total amount of no more than RMB 900 million (including this amount).
6、 Online announcement attachment
1. Suzhou Zelgen Biopharmaceuticals Co.Ltd(688266) prior approval and independent opinions of independent directors on matters related to the 26th meeting of the first board of directors of the company;
2. China International Capital Corporation Limited(601995) verification opinions on Suzhou Zelgen Biopharmaceuticals Co.Ltd(688266) using some temporarily idle raised funds for cash management.
It is hereby announced.
Suzhou Zelgen Biopharmaceuticals Co.Ltd(688266) board of directors January 20, 2022
