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Announcement of Jilin Zixin Pharmaceutical Co., Ltd. on the permanent replenishment of working capital for individual fund-raisi

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Stock code: 002118 Securities abbreviation: Zixin Pharmaceutical Announcement No.: 2014-004

Jilin Zixin Pharmaceutical Co., Ltd.

Announcement on the permanent replenishment of working capital for individual fund-raising 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 10th meeting of the 5th Board of Directors of Jilin Zixin Pharmaceutical Co., Ltd. (hereinafter referred to as “the company”) was held on January 8, 2014. The meeting reviewed and approved the “Proposal on Permanently Supplementing Working Capital for Individually Raised Funds”. It is planned to permanently replenish the working capital of the ginseng product serialization project (Yanji Plant Area) with a balance of approximately RMB 25,374,400 (including interest income). The relevant matters are announced as follows:

First, the basic situation of raised funds

(1) The amount of funds actually raised and the time when funds are available

Approved by the China Securities Regulatory Commission on the approval of the non-public offering of shares by Jilin Zixin Pharmaceutical Co., Ltd. (Zheng Jian Li [2010] No. 1815), the company approved the non-public offering of A shares of no more than 90 million shares, sponsored by the sponsor Institutional Northeast Securities Co., Ltd., as the lead underwriter, issued to specific investors through non-public offering. Through the subscription inquiry and purchase process of this issuance, the company finally determined that the number of issuances is 49,875,311 shares, the par value per share is RMB 1.00, and the issue price per share is RMB 20.05. As of December 29, 2010, the company actually raised a total of 999,999,985.55 yuan, after deducting brokerage underwriting commission and sponsorship fee of 12,000,000.00 yuan, the lead underwriter Northeast Securities Co., Ltd. allocated 987,999,985.55 yuan to the company in China Construction Bank Corporation Liuhe Branch Opened the RMB deposit account 22001644936052539455 account. After deducting the prepaid insurance fee of 1 million yuan, the lawyer's fee of 300,000 yuan, the audit and capital verification fee of 200,000 yuan, and the share custody fee of 49,875.31 yuan, the net amount of the company's actual raised funds is 986,450,110.24 yuan. The above-mentioned fundraising was verified by Zhongzhun Certified Public Accountants Co., Ltd., and on December 29, 2010, it was approved by Zhongzheng Zizi [2010] No. 2068 “Capital Verification Report”.

(II) Storage and management of raised funds

In order to regulate the management and use of raised funds and protect the rights and interests of investors, the company and its subsidiaries and banks, sponsors, in accordance with the "Company Law", "Shenzhen Stock Exchange Listing Rules", "Special Storage System for Raised Funds", etc. The institutions signed the "Tripartite Supervision Agreement on Raised Funds" and the "Tripartite Supervision Agreement on Raised Funds", and implemented strict examination and approval of the use of raised funds to ensure the earmarking of funds.

As of December 31, 2013, the company's fundraising and balances are as follows:

unit: yuan

 

 

Serial number

Factory area

account name

Bank Account

Amount

1

Tonghua

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

22001648638055008958

53,487,725.55

2

Dunhua

China Construction Bank Corporation Dunhua Branch

22001686338055004821

779,264.65

3

Panshi

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

07-661001040010371

0.00

4

Yanji

Jilin Bank Yanbian Branch

060101201020003911

25,374,397.09

Total

 

79,641,387.29

 

2. Use of funds raised by Yanji Plant and savings
 
(1) The use of funds raised by the Yanji plant area and the savings are as follows:
 
As of December 31, 2013, the Yanji plant project has reached the usable state, and has passed the QS certification of beverages, candied fruit, confectionery, tea-containing products and substitute teas, and obtained the drug production license. certificate. The Yanji plant area promised to invest 299.93 million yuan, the accumulated use of raised funds was about 275.852 million yuan, and the bank deposit interest income was about 1,296,500 yuan. The net savings of raised funds was about 25,374,400 yuan, accounting for 8.46% of the fundraising project. The proportion of net funds in total fundraising projects is 2.57%.
 
Unit: 10,000 yuan
 
 

project

Ginseng product serialization project (Yanji factory area)

Committed investment amount

29,993.00

Amount invested at the end of the period

27,585.21

Project savings

2,407.79

Plus: bank interest income

129.65

Net savings from raised funds

2,537.44

 

(II) Reasons for the savings from the raised funds in Yanji Plant
 
1. Interest income generated during the period of deposit of funds
 
2. In the process of project construction, the company starts from the actual situation of the project, strictly manages, uses the raised funds in accordance with the principle of economy, rationality and effectiveness, rationally allocates resources, adopts cost control, optimizes production process and other measures, and saves project investment.
 
 
III. The plan and commitment of the funds raised by the Yanji plant project
 
In view of the completion of the project construction of Yanji Plant, according to the “Stock Listing Rules of Shenzhen Stock Exchange”, “Guidelines for the Standardized Operation of Listed Companies of SME Board of Shenzhen Stock Exchange”, Memorandum No. 29 of Information Disclosure of SME Board: Use of Raised Funds And the company's "raised funds management system" and other relevant laws and regulations, the company in order to improve the efficiency of the use of funds raised, reduce the company's financial costs, create greater benefits for the company and shareholders, and Yanji plant surplus funds to permanently replenish the flow The funds will not have any impact on the other fund-raising project sites. Therefore, it is planned to use the raised funds of the Yanji plant area to increase the liquidity of approximately RMB 25,734,400 (including interest income) for the daily production and operation activities of the company.
 
 
The company promised that the unpaid (union of approximately RMB 1,150,300) for the completed project of Yanji Plant will be paid by the company's own funds when the payment terms are met. The company has not conducted venture capital investment in the past 12 months. At the same time, the company promises not to invest in high-risk investments such as securities investment and provide financial assistance to others within 12 months after the permanent replenishment of working capital.
 
 
Fourth, the advice of the sponsors
 
After careful inspection, the sponsor institution believes that:
 
1. Zixin Pharmaceutical plans to serialize the ginseng products (Yanji) project. The proposal for the permanent replenishment of working capital funds has been reviewed and approved at the fifth meeting of the 10th Board of Directors and the 5th Board of Supervisors of the 5th Session of the Board of Directors. A clear consent and fulfilled the necessary decision-making procedures;
 
 
2. The company promised not to carry out venture capital investment in the past 12 months, and promised not to carry out high-risk investment such as securities investment and provide financial support for others within 12 months after the permanent replenishment of working capital.
 
 
3. The Company has no objection to the case that Zixin Pharmaceutical will permanently replenish the liquidity of the funds raised by the individual funds, and it can be implemented after being reviewed and approved by the shareholders' meeting.
 
 
V. Independent directors' opinions
 
The company's single fund-raising funds will permanently supplement the company's working capital, which can effectively promote the company's development and reduce the company's financial expenses. The surplus fund raised by the Yanji plant will not have any impact on other fund-raising projects, which is in line with the company's development needs. And the principle of maximizing the interests of shareholders. The company's single fund-raising funds for permanent replenishment of working capital are in line with the “Guidelines for the Standardized Operation of SME Board Listed Companies of Shenzhen Stock Exchange”, “Memorandum of Information Disclosure of SME Board No. 29: Use of Raised Funds” and the “Management System of Raised Funds” 》 and other relevant regulations. The company has not conducted venture capital investment in the past 12 months. At the same time, the company promises not to invest in high-risk investments such as securities investment and provide financial assistance to others within 12 months after the permanent replenishment of working capital. Therefore, the company agreed to the company's ginseng product serialization project (Yanji Plant) surplus fundraising account balance of about 25,374,400 yuan (including interest income) to permanently replenish liquidity, and agreed to submit the proposal to the company's first temporary shareholders in 2014 The meeting deliberated.
 
 
6. Opinions of the Board of Supervisors
 
The company's single raised funds permanently supplemented the working capital, in line with the "Guidelines for the Standardized Operation of SME Board Listed Companies of Shenzhen Stock Exchange", "SME Memorandum No. 29 of Information Disclosure Business: Use of Raised Funds" and the company's "Management of Raised Funds" Relevant regulations such as the System, there is no illegal use of raised funds and damage to the interests of investors, which is conducive to improving the efficiency of the use of funds raised by the company, in line with the interests of all shareholders of the company, and the ginseng product serialization project (Yanji factory area) surplus funds raised permanently Liquidity does not have any impact on other fundraising projects. It is agreed that the company will balance the surplus of raised funds from the ginseng product serialization project (Yanji Plant) with a balance of approximately RMB 25,374,400 (including interest income).
 
The proposal needs to be submitted to the company's first extraordinary shareholders meeting in 2014 for consideration and approval.
 
 
VII. Documents for reference
 
1. Resolutions of the tenth meeting of the fifth board of directors of the company;
 
2. The resolution of the fifth meeting of the fifth board of supervisors of the company;
 
3. Independent opinions of independent directors on the permanent replenishment of working capital for individual fund-raising funds;
 
4. Northeast Securities Co., Ltd. on the verification opinion of Jilin Zixin Pharmaceutical Co., Ltd. using a single fundraising fund to permanently replenish working capital.
 
Special announcement
 
 
 
 
 
Jilin Zixin Pharmaceutical Co., Ltd. Board of Directors
 
January 9, 2014