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Announcement of Jilin Zixin Pharmaceutical Co., Ltd. on the temporary replenishment of working capital with the use of some idle

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Stock code: 002118 Securities abbreviation: Zixin Pharmaceutical Announcement No.: 2013-039

Jilin Zixin Pharmaceutical Co., Ltd.

Announcement on the temporary replenishment of working capital using part of the idle raised funds

The company and all members of the board of directors guarantee that the content of the information disclosure is true, accurate and complete, and there are no false records, misleading statements or major omissions.

 

The sixth meeting of the fifth board of directors of Jilin Zixin Pharmaceutical Co., Ltd. (hereinafter referred to as “the company”) was held on October 9, 2013. The meeting reviewed and approved the “Proposal on Temporarily Supplementing Working Capital with Partial Idle Raised Funds”. ", the relevant matters are announced as follows:

 

I. The situation of the funds raised this time

On December 29, 2010, the company issued a non-public issuance of 49,875,311 RMB by the China Securities Regulatory Commission's “Approval of Approval of Non-public Issuance of Shares by Jilin Zixin Pharmaceutical Co., Ltd.” (Zheng Jian Li [2010] No. 1815). Ordinary shares (A shares), with a par value of RMB 1.00 per share and an issue price of RMB 20.05 per share. The total amount of funds raised was 999,999,985.55 yuan, and the net amount of funds actually raised after deducting the issuance expenses was 986,450,110.24 yuan. The above-mentioned raised funds have been verified by Zhongzheng Certified Public Accountants Co., Ltd. [2010] No. 2068 "Capital Verification Report".

 

On March 29, 2011, the company was deliberated and approved at the eleventh meeting of the fourth board of directors of the company. The company used the raised funds of 128,658,885.29 yuan to replace the self-raised funds of the pre-invested ginseng product serialized fundraising project. The company's independent director, supervisory board, and accountant affairs The sponsors and the sponsors all issued their consent opinions.

 

As of September 30, 2013, the company's funds raised and balances are shown in the following table:

Unit: Yuana

 

Serial number

Factory area

account name

Bank Account

Amount

1

Tonghua

China Construction Bank Co., Ltd. Tonghua Branch Business Office

22001648638055008958

101,796,070.72

2

Dunhua

China Construction Bank Corporation Dunhua Branch

22001686338055004821

4,073,601.64

3

Panshi

Agricultural Bank of China Co., Ltd. Liuhe County Branch

07-661001040010371

0.00

4

Yanji

Jilin Bank Yanbian Branch

060101201020003911

16,574,325.74

Total

 

122,443,998.10

 

2. The situation in which the previous part of the raised funds temporarily replenished the working capital

 

1. On November 24, 2011, the 17th meeting of the 4th Board of Directors reviewed and approved the “Proposal on Temporarily Replenishing Working Capital with Partially Raised Funds” and agreed to use the RMB 90 million idle raised funds to temporarily supplement the working capital. , accounting for 9.12% of the net proceeds, the use period is no more than 6 months, from November 25, 2011 to May 24, 2012. On May 23, 2012, the company has returned all of the above raised funds of RMB 90 million to the company's special fundraising account.

 

2. On May 31, 2012, the 23rd meeting of the 4th Board of Directors reviewed and approved the “Proposal on Continued Use of Partially Raised Funds to Temporarily Replenish Liquidity”, agreeing to use the company’s 50 million yuan idle raised funds to temporarily supplement the flow. The funds account for 5.07% of the net proceeds, and the period of use is no more than 6 months, from June 1, 2012 to November 30, 2012. On November 15, 2012, the company has returned the above raised funds of 50 million yuan to the company's special fundraising account.

 

3. On November 18, 2012, the company held the 28th meeting of the 4th Board of Directors, deliberated and passed the “Proposal on Temporarily Replenishing Working Capital with Partial Idle Raised Funds”, and 50 million of the funds raised in Tonghua Plant Area. The yuan is temporarily used to supplement working capital, accounting for 5.07% of the net proceeds, and the period of use is no more than six months, from November 19, 2012 to May 18, 2013. On May 17, 2013, the company has returned all of the above raised funds of 50 million yuan to the company's special fundraising account.

 

4. On May 28, 2013, the company held the first meeting of the fifth board of directors, reviewed and approved the “Proposal on Temporarily Replenishing Working Capital with Partial Idle Raised Funds”, and temporarily suspended 40 million yuan in the funds raised by Tonghua Plant. It is used to supplement working capital, accounting for 4.05% of the net proceeds, and the use period is no more than 4 months, from May 29, 2013 to September 28, 2013. On September 26, 2013, the company has returned all of the above raised funds of 40 million yuan to the company's special fundraising account.

 

3. This time, some idle funds will be temporarily replenished with liquidity.

1. As of the date of this announcement, the construction of the company's ginseng product serialization project (Tonghua Plant Area) is as follows: the office building and warehouse have been completed, including internal decoration; the comprehensive preparation plant, the pre-treatment extraction workshop, the civil construction part is basically completed; The basic engineering of the station and boiler room has been completed; the outdoor and indoor heating pipes and water supply pipes in the plant area have been basically completed; 80% of the production equipment has been ordered and completed; the production workshop purification project is expected to be completed by the end of December. According to the current progress of the fundraising project, it is expected that some of the raised funds will be idle before the end of March 2014 in Tonghua Plant. In order to improve the efficiency of fund use and avoid idle funds, under the premise of ensuring the fund demand for fundraising investment projects, 2013 10 On the 9th, the company held the 6th meeting of the 5th Board of Directors, reviewed and approved the “Proposal on Temporarily Replenishing Working Capital with Partially Raised Funds”, and proposed to temporarily use 40 million yuan of the funds raised in the project to supplement the flow. The funds account for 4.05% of the net proceeds, and the period of use is no more than five months, from October 10, 2013 to March 9, 2014.

 

2. The company used some of the idle raised funds to temporarily supplement the working capital. There is no disguised change in the use of raised funds. It does not affect the normal progress of the investment plan of the raised funds project. The funds raised previously used to temporarily replenish the working capital have been returned. The amount of supplementary liquidity shall not exceed 10% of the net amount of raised funds, and the supplementary liquidity shall not exceed 12 months; no venture capital investment shall be made in the past December; the company promises not to carry out temporary replenishment of working capital when using idle raised funds. Venture capital. Therefore, the company's use of idle raised funds to temporarily supplement the working capital is in line with the "Shenzhen Stock Exchange Small and Medium-sized Listed Companies Standard Operation Guidelines" and other relevant provisions.

 

Fourth, the advice of the sponsors

After careful inspection, the sponsor institution believes that:

1. The proposed supplementary fund is 40 million yuan, and the single amount does not exceed 10% of the net proceeds. According to the company's relevant commitments, the company's use of this supplementary liquidity is no more than five months, which is in line with the relevant provisions of the "Guidelines for the Standardized Operation of Listed Companies of the SME Board of Shenzhen Stock Exchange".

 

2. Zixin Pharmaceutical plans to use 40 million yuan of funds raised from the ginseng product serialization (Tonghua) project to temporarily supplement the working capital. The proposal has been reviewed and approved by the sixth board of directors of the 5th session of the company. All independent directors and supervisors of the company have been published. Agree with the opinion.

 

3. The company promised to use the idle raised funds to temporarily supplement the working capital and did not carry out venture capital investment in the past 12 months, and returned the funds raised before the replenishment of the working capital funds within five months after the replenishment of the current funds. No venture capital is invested.

 

4. The Company has no objection to Zixin Pharmaceutical's temporary replenishment of working capital for some idle raised funds after strictly complying with relevant regulations and fulfilling the statutory procedures.

 

5. The Company also prompts investors to pay attention to the fact that if some of the idle raised funds are not returned to the relevant fundraising account on time, it will have an adverse impact on the normal implementation of the related fundraising investment projects.

 

V. Independent directors' opinions

The company temporarily used part of the idle raised funds to temporarily supplement the company's working capital, which is conducive to improving the efficiency of the use of raised funds, reducing the company's financial expenses, in line with the company's development needs and the principle of maximizing shareholders' interests. The company temporarily used some of the idle raised funds to temporarily replenish the working capital in line with the relevant provisions on the use of funds raised by listed companies in the “Guidelines for the Standardized Operation of Listed Companies of the SME Board of Shenzhen Stock Exchange”; there is no conflict with the implementation plan of the fundraising project, Affect the normal progress of the fundraising project, there is no situation in which the fundraising will be changed in a disguised form and the interests of shareholders will be harmed. The company has not made any venture capital investment in the past 12 months. At the same time, the company has promised not to make venture capital during the period of using the idle raised funds to temporarily replenish the working capital. Therefore, the company agreed to use the 40 million yuan idle raised funds to temporarily replenish the working capital.

 

6. Opinions of the Board of Supervisors

The company temporarily used part of the idle raised funds to temporarily replenish the working capital, which can avoid idle funds and improve the efficiency of fund use. Under the premise of ensuring the capital construction needs of the fund-raising investment projects, the company agreed to use the 40 million yuan idle raised funds to temporarily supplement the working capital.

 

VII. Documents for reference

1. Resolutions of the sixth meeting of the fifth board of directors of the company;

2. The resolution of the sixth meeting of the fifth board of supervisors of the company;

3. Independent opinions of independent directors on the temporary replenishment of working capital by the company using some idle raised funds;

4. Northeast Securities Co., Ltd. special opinion on Jilin Zixin Pharmaceutical Co., Ltd. using part of the idle raised funds to temporarily supplement the working capital.

Special announcement

Jilin Zixin Pharmaceutical Co., Ltd. Board of Directors

October 11, 2013