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Stock code: 688202 Stock abbreviation: Medicilon Announcement No.: 2025-010
Shanghai Medicililon Biopharmaceutical Co., Ltd
Announcement on the postponement of some fundraising projects
The board of directors and all directors of the company guarantee that there are no false records, misleading statements or material omissions in the content of this announcement, and assume legal responsibility for the authenticity, accuracy and completeness of its content in accordance with the law.
Shanghai Medicilon Biopharmaceutical Co., Ltd. (hereinafter referred to as the "Company") in January 2025
On the 24th, the second meeting of the fourth board of directors and the second meeting of the fourth board of supervisors were held, and the "Proposal on the Extension of Some Fund-raising Projects" was deliberated and approved, and it was agreed that the company would postpone the date when the investment project "Laboratory Expansion Project of Drug Discovery and Pharmaceutical Research and Application Platform" of the 2022 A-share investment project "Laboratory Expansion Project of Drug Discovery and Pharmaceutical Research and Application Platform" reached the scheduled usable state. GF Securities Co., Ltd., the sponsor of the company, issued a clear verification opinion on the matter, and the matter does not need to be submitted to the company's general meeting of shareholders for deliberation. The relevant information is hereby announced as follows:
First, the basic situation of the funds raised
According to the China Securities Regulatory Commission (hereinafter referred to as the "CSRC") on February 7, 2023
The "Reply on Agreeing to the Registration of Shanghai Medicilon Biopharmaceutical Co., Ltd. to Issue Shares to Specific Targets" (Zheng Jian Xu Xu [2023] No. 265) issued on the day of the company agrees to the registration application for the company's issuance of A shares to specific targets
Please. As of August 4, 2023, the total amount of funds raised by the company is RMB 100,000.00, deducted
After underwriting sponsor fees and other issuance expenses of RMB14.7093 million (excluding VAT), the actual net amount of funds raised was RMB985.2907 million. Lixin Certified Public Accountants (Special General Partnership) verified the funds in place for the company's issuance of A-shares to specific targets, and issued the Capital Verification Report of Shanghai Medicilon Biopharmaceutical Co., Ltd. (Xinhuishi Bao Zi [2023] No. ZA14977). After the raised funds are received, all of them have been deposited in the special account for raised funds, and the company and the implementation entity of the fund-raising project have signed a tripartite and four-party supervision agreement with the sponsor institution and the bank opening the special account for raising funds.
2. Investment projects and use of raised funds
According to the "Shanghai Medicilon Biopharmaceutical Co., Ltd. issued A shares to specific targets in 2022".
Prospectus and the "Proposal on Adjusting the Amount of Raised Funds to be Invested in the Investment Project of the Raised Funds" deliberated and approved by the 16th meeting of the third board of directors and the 14th meeting of the third board of supervisors of the company
The details of the investment projects and the use of the proceeds as of December 31, 2024 are as follows:
Unit: 10,000 yuan
Preface Name of the project Total amount to be invested After adjustment, it is proposed to accumulate the funds raised Raised funds
No. Use the funds raised to calculate the amount of investment and the progress of investment
1 Medi Northwest Shanghai Biomedical R&D 157,744.16 41,000.00 12,665.72 30.89%
Innovative Industrial Base Project
2 Drug discovery and pharmaceutical research and declaration 19,870.49 17,700.00 6,605.42 37.32%
Laboratory expansion project of the platform
3 Replenishment of liquidity 40,000.00 39,829.07 39,834.53 100.01%
Total 217,614.65 98,529.07 59,105.67 59.99%
Note: The above data is unaudited.
3. The specific circumstances and reasons for the postponement of some fundraising projects
(1) The specific circumstances of the postponement of some of the fundraising projects
Based on the principle of prudence, combined with the current changes in the market and industry environment, its own strategic planning, and the actual construction and investment progress of the investment projects with raised funds, the company intends to adjust the time for some of the raised investment projects to reach the predetermined usable state under the condition that the investment purpose and investment scale of the raised funds do not change, as follows:
Serial No. Project Name Originally planned to reach the scheduled can be used After the extension, the scheduled can be used
Status Date Status Date
1 Drug Discovery and Pharmaceutical Research and Application January 2025 January 2027
The laboratory expansion project of the platform
(2) The reasons for the postponement of some of the fundraising projects
Since the raised funds have been in place, the company has promoted the implementation of the fund-raising projects in an orderly manner according to the strategic planning and business development, and prudently planned the use of the raised funds. Combined with the current actual construction situation, the external environment and the actual operation of the fund-raising project, in order to ensure the effectiveness of the investment of the raised funds and adapt to the changes in the external environment, the company implements a prudent investment strategy according to the medium and long-term development strategy, adopts the principle of prudent use of raised funds and gradual project layout, and steadily promotes the implementation of the investment projects of the raised funds
In order to strictly control the overall quality of the fundraising and investment projects and the efficiency of the use of the raised funds, and safeguard the interests of all shareholders and the company, the company plans to extend the "laboratory expansion project of the drug discovery and pharmaceutical research and application platform" to January 2027 until January 2027 after careful evaluation and comprehensive consideration in combination with the current actual construction situation of the fundraising and investment projects.
(3) The necessity and feasibility of the continued implementation of the fundraising project
In accordance with the relevant provisions of the Self-Regulatory Guidelines for Listed Companies on the Science and Technology Innovation Board of the Shanghai Stock Exchange No. 1 - Standardized Operation, the Company has re-demonstrated the necessity and feasibility of the fundraising and investment projects, and believes that the fundraising and investment projects are in line with the Company's strategic planning, and the continued implementation of the projects is still necessary and feasible, as follows:
1. The necessity of project implementation
From a global and domestic perspective, the drug discovery CRO market is still in a steady development stage, and the proportion of domestic drug discovery stage expenditure is significantly lower than the global average, mainly because the current domestic drug development strategy is still dominated by the fast-follow strategy, and the development of me-too, me-better or biosimilar drugs based on more mature targets and mechanisms. In the future, with the improvement of local independent innovation capabilities, the expenditure in the drug discovery stage will maintain a high and stable growth, and large CRO companies with strong drug discovery service capabilities will continue to benefit.
Through the implementation of this fundraising project, the company will build a more comprehensive and efficient drug discovery service system, increase the area of the company's drug discovery laboratory, improve the experimental equipment conditions and expand the scale of R&D service personnel, which can well meet the large-scale, standardized and continuous drug discovery service needs of large pharmaceutical enterprises at home and abroad, improve the company's project undertaking capacity, narrow the gap with competitors, and enhance the company's market position.
2. Feasibility of project implementation
In recent years, a series of policies have been introduced at the national level to promote the research and development of domestic innovative drugs, and promote the upgrading of the pharmaceutical industry from imitation to independent innovation. The intensive introduction of a series of favorable policies, such as the Implementation Plan for Supporting the Development of Innovative Drugs in the Whole Chain, the Opinions on Reforming the Review and Approval System for Drugs and Medical Devices, the Opinions on Deepening the Reform of the Review and Approval System and Encouraging the Innovation of Drugs and Medical Devices, the full implementation of the Drug Marketing Authorization Holder (MAH) system, the consistency evaluation of generic drugs, and the reform of the medical insurance payment system, have driven the development of the domestic drug R&D service industry and provided a good development environment for CRO companies involved in pharmaceutical R&D in China.
The investment project of the raised funds belongs to the expansion of the company's existing drug discovery business, and the construction content of the project has many similarities with the company's existing drug discovery laboratory. In recent years, in the process of development, the company has been public
The scale of the company's various businesses has been effectively improved, and rich project experience has been accumulated, laying the foundation for dealing with larger and more complex projects in the future. At the same time, in the process of project implementation, the company has improved and optimized the management system, and has reserved excellent management talents in all aspects, which can effectively meet the needs of future business scale expansion.
The company has established and improved an integrated drug preclinical research system covering drug discovery, pharmaceutical research and preclinical research, and continues to provide R&D services for domestic and foreign customers. The company has accumulated a wealth of domestic and foreign large pharmaceutical companies and many emerging well-known innovative biotechnology enterprise customers, including Takeda, Gilead, Hengrui Pharmaceutical, CSPC Pharmaceutical Group, Hansoh Pharmaceutical, Innovent Biologics, etc., which provides a guarantee for the digestion of the new R&D capacity of this project.
(4) The estimated income of the fundraising project
The postponement of the project has not had a significant impact on the expected income of the fundraising project.
Fourth, the impact of the postponement of some fundraising projects on the company
The postponement of some of the fundraising projects is a prudent decision made by the company based on the actual situation of the implementation of the fundraising and investment projects, changes in the market and industry environment and the company's strategic layout, which only involves changes in the construction progress of the relevant fundraising projects, and does not change the investment purpose, total investment amount and implementation subject of the raised funds, and will not have a substantial impact on the implementation of the relevant fundraising projects. The postponement of the relevant fundraising and investment projects does not change the investment direction of the raised funds in disguise, which is in line with the relevant laws and regulations of the China Securities Regulatory Commission and the Shanghai Stock Exchange on the management of raised funds of listed companies, normative documents and the provisions of the "Management System for Raised Funds of Shanghai Medicililon Biopharmaceutical Co., Ltd.", and there is no harm to the interests of the company and shareholders.
5. The review procedures performed by the company
On January 24, 2025, the company held the second meeting of the fourth board of directors and the second meeting of the fourth board of supervisors
At the meeting, the "Proposal on the Extension of Part of the Fund-raising and Investment Projects" was deliberated and approved, and it was agreed that the company would postpone the date when the investment project "Laboratory Expansion Project of Drug Discovery and Pharmaceutical Research and Application Platform" of the 2022 A-share investment project "Laboratory Expansion Project of Drug Discovery and Pharmaceutical Research and Application Platform" reached the scheduled usable state.
6. Explanation of special opinions
(1) Opinions of the Board of Supervisors
The board of supervisors believes that the company's postponement of some fund-raising projects this time does not change or change the investment direction of the raised funds in disguise, and there is no damage to the interests of the company and all shareholders, especially small and medium-sized shareholders, in line with the relevant regulations of the China Securities Regulatory Commission and the Shanghai Stock Exchange on the management of raised funds by listed companies, and will not adversely affect the normal operation of the company, in line with the company's development plan. Therefore, the Board of Supervisors agreed to the "Proposal on the Postponement of Some Fundraising and Investment Projects".
(2) The sponsor's special verification opinions
After verification, the sponsor believes that the postponement and re-demonstration of the company's part of the raised funds investment project is a decision made by the company based on the actual situation of the raised funds investment project, which has been deliberated and approved by the company's board of directors and board of supervisors, and has fulfilled the necessary decision-making procedures, in line with the "Regulatory Guidelines for Listed Companies No. 2 - Regulatory Requirements for the Management and Use of Raised Funds by Listed Companies" and the "Self-Regulatory Guidelines for Listed Companies on the Science and Technology Innovation Board of the Shanghai Stock Exchange No. 1 - Standardized Operation" and other relevant laws and regulations and exchange rules.
To sum up, the sponsor has no objection to the postponement of the company's investment project with some of the raised funds.
The announcement is hereby made.
Board of Directors of Shanghai Medicilon Biopharmaceutical Co., Ltd
January 25, 2025
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