Securities code: 603368 securities abbreviation: Guangxi Liuzhou Pharmaceutical Co.Ltd(603368) Announcement No.: 2022-003
Convertible bond Code: 113563 convertible bond abbreviation: LiuYao convertible bond
Guangxi Liuzhou Pharmaceutical Co.Ltd(603368)
Announcement on the extension of some investment projects with raised funds
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 individual and joint liabilities for the authenticity, accuracy and completeness of its contents. Important content tips:
● overview of the extension of projects invested with raised funds: the production capacity expansion project of Nanning traditional Chinese medicine decoction pieces and Yulin logistics operation center project reach the scheduled serviceable state, and the date is postponed to July 2023.
1、 Basic information of raised funds
Approved by the reply on approving Guangxi Liuzhou Pharmaceutical Co.Ltd(603368) public issuance of convertible corporate bonds (zjxk [2019] No. 2303) of China Securities Regulatory Commission (hereinafter referred to as “CSRC”), the company publicly issued 802.2 million yuan of convertible corporate bonds, with a face value of RMB 100 each, a total of 8022000 pieces and a term of 6 years. The total amount of funds raised from the public offering of convertible corporate bonds is RMB 802.2 million. After deducting the underwriting recommendation fee, lawyer’s fee and other issuance expenses of RMB 1998.04 million (excluding tax), the net amount of funds actually raised is RMB 782.2196 million. The above raised funds were received on January 22, 2020. Zhongqin Wanxin Certified Public Accountants (special general partnership) verified the availability of the raised funds, and issued the capital verification report “Qin Xin Yan Zi [2020] No. 0006” on January 23, 2020. The company signed the supervision agreement on the special account storage of raised funds in accordance with the provisions of relevant laws, regulations and normative documents, and adopted the special account storage management for the raised funds.
2、 Basic information of investment projects with raised funds
As of December 31, 2021, the use of the raised funds of the company’s investment project raised by publicly issuing convertible corporate bonds (hereinafter referred to as “raised investment project”) is as follows:
Unit: 10000 yuan
No. project name: actual investment of raised funds accumulated as of the end of the period
Planned investment amount fund-raising amount investment amount investment progress
1 Nanning traditional Chinese medicine decoction piece production capacity expansion 25000.00 23001.96 5641.65 24.53% project
2 chain drugstore expansion project 11220.00 11220.00 6083.74 54.22%
3 Yulin logistics operation center project 20000.00 20000.00 4962.06 24.81%
4. Supplementary working capital 24000.00 24000.00 24000.00 100.00%
Total 80220.00 78221.96 40687.45 52.02%
3、 Specific conditions and reasons for the delay of the investment project with raised funds
(I) pre postponement of some raised investment projects
According to the company’s strategic planning and in combination with the actual progress of the current raised investment projects, in order to ensure that the construction of the raised investment projects is more in line with the company’s future development needs, it is decided to postpone the date when some raised investment projects reach the expected usable state without any change in the project investment content, investment purpose, total investment and implementation subject. The details are as follows:
S / n item name: date when the original plan reaches the scheduled availability status after adjustment
1 Nanning traditional Chinese medicine decoction piece production capacity expansion project January 2022 July 2023
2 Yulin logistics operation center project January 2022 July 2023
(II) reasons for the delay of some raised investment projects
1. Nanning traditional Chinese medicine decoction piece production capacity expansion project
The project company has completed the construction of traditional Chinese medicine decoction pieces production and processing plant and the investment of relevant production equipment, and has been partially put into operation. The contents that have not been built mainly include office center, research center, inspection center, etc. the construction project of the center building is complex, the cycle is too long and the equipment investment is too large. In order to ensure the rationality and practicability of the later construction, the company will start the construction after optimizing the design planning and equipment investment of the central building according to the project production planning, market demand and production supporting demand, resulting in the delay of the overall progress of the later project compared with the plan.
2. Yulin logistics operation center project
During the implementation of the project, due to epidemic and other factors, the implementation progress of the project is slower than expected. At present, the project has completed some warehousing construction and has been put into use. The company will gradually speed up the construction of the remaining planned projects according to the company’s business development needs and market conditions.
Based on the above situation, the company carefully studied and demonstrated that the above raised investment projects still comply with the company’s strategic planning, still have the necessity and feasibility of implementation, and the expected income can still be fully guaranteed. Therefore, the company decided to extend the time for the above raised investment projects to reach the expected usable state to July 2023.
4、 Impact on the company caused by the delay of investment projects with raised funds
The extension of the raised investment project is a prudent decision made according to the actual situation of the project implementation, which is in line with the overall interests of the company. This extension does not change the investment content, purpose, total investment and implementation subject of the raised investment project, will not have a significant adverse impact on the implementation of the raised investment project and the company’s production and operation, and there is no change or disguised change in the purpose of the raised funds and damage the interests of the company and shareholders, which is in line with the requirements of the CSRC Relevant provisions of Shanghai Stock Exchange on the management of funds raised by listed companies.
5、 Review procedures for the extension of investment projects with raised funds
On January 21, 2022, the company held the 18th meeting of the 4th board of directors, deliberated and adopted the proposal on the extension of some investment projects with raised funds, comprehensively considered the actual construction situation and investment progress of the current investment projects with raised funds, and agreed to the “Nanning traditional Chinese medicine beverage production capacity expansion project” for the investment project with raised funds The date of “Yulin logistics operation center project” reaching the scheduled serviceable state is postponed to July 2023.
The company’s independent directors, the board of supervisors and the recommendation institution all expressed their consent on the above matters.
6、 Description of special opinions
(I) verification opinions of the recommendation institution
There is no change or disguised change in the purpose of raised funds and damage to the interests of the company and shareholders in the extension of some raised investment projects of the company. The postponement of this raised investment project of the company was reviewed and approved by the board of directors and the board of supervisors of the company, the independent directors expressed their consent, and the decision-making procedures for relevant matters were legal and compliant. Therefore, the sponsor has no objection to the extension of some of the company’s raised investment projects.
(II) opinions of independent directors
The company’s postponement of some raised investment projects this time does not involve changes in the implementation subject, investment content, investment purpose, etc., does not affect the implementation of raised investment projects and the normal production and operation of the company, and there is no situation of changing the purpose of raised funds in a disguised manner and damaging the interests of shareholders, It complies 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 and the measures for the management of raised funds by listed companies of Shanghai Stock Exchange (revised in 2013), and has fulfilled the necessary decision-making procedures. Therefore, the independent directors of the company unanimously agreed to the extension of the company’s raised investment project.
(III) opinions of the board of supervisors
The postponement of the raised investment project is a prudent decision made by the company according to the actual situation of the project implementation, which will not have a significant adverse impact on the implementation of the raised investment project and the company’s normal production and operation, and is in line with the company’s future development plan. The relevant decision-making and deliberation procedures comply with the relevant provisions of China Securities Regulatory Commission and Shanghai Stock Exchange on the management of raised funds of listed companies, and there is no change or disguised change in the purpose of raised funds and damage to the interests of the company and shareholders. Therefore, the board of supervisors of the company agreed to the extension of some raised investment projects.
It is hereby announced.
Guangxi Liuzhou Pharmaceutical Co.Ltd(603368) board of directors January 22, 2002
