Tianyu Co., Ltd.: CITIC Securities Co., Ltd.’s verification opinions on the postponement of investment projects with part of the raised funds of Zhejiang Tianyu Pharmaceutical Co., Ltd.
CITIC Securities Co., Ltd.
About Zhejiang Tianyu Pharmaceutical Co., Ltd.
Verification Opinions on the Delay of Investment Projects with Partial Raised Funds
CITIC Securities Co., Ltd. (hereinafter referred to as "CITIC Securities" or the "Sponsor"), as the sponsor under the continuous supervision of Zhejiang Tianyu Pharmaceutical Co., Ltd. (hereinafter referred to as "Tianyu" or the "Company"), in accordance with the "Measures for the Administration of the Sponsorship Business of Securities Issuance and Listing" and the "Supervisory Rules for Fund Raising by Listed Companies" According to relevant laws and regulations such as the "Shenzhen Stock Exchange GEM Stock Listing Rules", "Shenzhen Stock Exchange Listed Companies Self-Regulatory Guidelines No. 2 - Standardized Operations of GEM Listed Companies" and other laws and regulations, a careful review was conducted on the postponement of part of the investment projects raised by Tianyu Shares. The specific details of the review are as follows:
1. Basic situation of funds raised by Tianyu Shares
Approved by the China Securities Regulatory Commission's Securities Regulatory Commission Document No. 2842 (2020), and with the consent of the Shenzhen Stock Exchange, the company used the consignment method as the lead underwriter, CITIC Construction Investment, to issue 11,117,974 RMB ordinary shares (A shares) to specific targets. The issue price was RMB 80.95 per share, and a total of 899,999,995.30 funds were raised. After deducting underwriting and recommendation fees of 4,245,283.02 yuan, the raised funds were 895,754,712.28 yuan, which was transferred to the company's raised funds supervision account by CITIC Construction Investment, the lead underwriter, on December 29, 2020. After deducting additional external costs of RMB 1,696,617.19 directly related to the issuance of equity securities such as audit fees, lawyer fees, and statutory information disclosure fees, the company's net amount of funds raised this time was RMB 894,058,095.09. The above-mentioned receipt of raised funds has been verified by Tianjian Accounting Firm (Special General Partnership), which issued a "Capital Verification Report" (Tianjianyan [2020] No. 675).
2. Basic information on investment projects raised by Tianyu Shares
As of June 30, 2025, the company’s use of funds raised from issuing shares to specific targets in 2020 is as follows:
Unit: 10,000 yuan
The commitment of raised funds was accumulated as of the end of the period. As of the end of the period, the investment projects reached the pre-committed investment projects and the excess funds raised during the year.
Total investment, total investment amount, progress (%), guaranteed investment amount, investment amount
(1) (2) (3)＝(2)/(1) State date
- Annual output of 3,550 tons of APIs, etc. December 2021
33,655.00 0.00 33,868.70 100.64
Project 31st
- Annual output of 1,000 tons of Sartan main ring 25,745.00 1,078.44 16,752.63 65.07 19 pharmaceutical intermediate industries including November 30, 2025
chemical projects
- Annual output of 670 tons of aricoxibfuran
In December 2021, 6 pharmaceutical intermediate technologies including pyronone 10,600.00 0.00 10,503.13 99.09
31st
Change project
- Supplementary working capital 20,000.00 0.00 20,000.00 100.00
Subtotal of committed investment projects 90,000.00 1,078.44 81,124.54 -- --Note: The data on the investment amount of raised funds as of June 30, 2025 in the above table have not been audited.
As of June 30, 2025, the funds deposited in the special account of the company's 2020 stock issuance to specific objects are as follows:
Unit: Yuan Raised Fund Balance
Account Opening Party Account Opening Bank Account Number Remarks (Note)
Industrial and Commercial Bank of China Taizhou Huang
Tianyu Shares 1207031129202002264 0.00 Canceled
Yan Branch
Changyi Tianyu Zheshang Bank Taizhou Branch 3450020010120100234581 0.00 Canceled
Industrial and Commercial Bank of China Taizhou Huang Raising Zijingsheng Pharmaceutical 1207031129202100124 10,976,275.33
Yan Branch Special Gold Account
CITIC Bank Taizhou Huangyan Branch
Linhai Tianyu 8110801011902141432 0.00 Canceled
Total 10,976,275.33 -
Note: As of June 30, 2025, the company has used raised funds to temporarily replenish working capital of 80 million yuan and permanently replenish working capital of 3.4918 million yuan.
3. The specific circumstances and reasons for the postponement of some of Tianyu’s investment projects this time
(1) Details of the postponement of some of the investment projects this time
In order to better ensure the steady implementation of the raised investment projects, combined with the actual situation of the raised investment project construction, after careful study, while the implementation entity of the raised investment project, the purpose of the raised funds and the total investment remain unchanged, the company will adjust the date when some of the raised investment projects reach the scheduled usable state, as follows:
Before adjustment, it reaches the scheduled usable status. After adjustment, it reaches the scheduled usable status. Project name
Status Date Status Date Annual output of 1,000 tons of Sartan main ring, etc.
1 19 pharmaceutical intermediate industrialization projects November 30, 2025 December 31, 2027
(2) Reasons for the postponement of some of the investment projects this time
Since the raised funds have been received, the company's board of directors and management have been actively promoting the construction of the raised investment projects in accordance with the overall plan of the raised investment projects, and prudently planned the use of raised funds based on actual needs. The fund-raising project has undergone sufficient feasibility demonstration in the early stage. However, during the actual implementation of the fund-raising project, affected by factors such as market environment and changes in product demand, the company's investment progress in the fund-raising project has slowed down. After careful study, it was decided to postpone the "19 pharmaceutical intermediate industrialization projects with an annual output of 1,000 tons of Sartan main ring".
The company always adheres to the principle of prudence and the principle of seeking truth from facts, steadily promotes work related to fundraising projects, strictly manages and efficiently utilizes raised funds, improves the efficiency of the use of raised funds, reduces investment risks of raised funds, and ensures the safe and reasonable use of funds.
(3) Installment investment plan and follow-up safeguard measures
After comprehensively considering the actual use of the raised funds and the current implementation progress of the raised investment projects, the company decided after careful research to adjust the time for "19 pharmaceutical intermediate industrialization projects with an annual output of 1,000 tons of Sartan main ring and other pharmaceutical intermediates" to reach the scheduled usable state to December 31, 2027. The uninvested raised funds will mainly be used for the purchase of equipment for the raised investment projects, installation of production lines and project implementation, and will be invested in phases according to the actual implementation progress.
The company will pay close attention to changes in the market environment, reasonably plan the construction progress, optimize the allocation of resources, strengthen the supervision and management of the use of raised funds, and accelerate the construction of raised investment projects based on the company's actual situation.
4. The impact of the postponement of some of this fundraising projects on the company
The postponement of some of the fundraising projects this time is a prudent decision made by the company based on the actual implementation of the fundraising projects, and is in line with the company's long-term development plan. The extension of the raised investment project has not changed the construction content of the project, the purpose of the raised funds and the total investment. There is no disguised change in the investment direction of the raised funds or damage to the interests of other shareholders. It complies with the relevant regulations of the China Securities Regulatory Commission and the Shenzhen Stock Exchange on the management of raised funds of listed companies and will not have an adverse impact on the company's normal operations.
5. Implementation review procedures and related opinions
(1) Opinions of the board of directors
The company held the 15th meeting of the fifth session of the Board of Directors on September 29, 2025, and reviewed and approved the "Proposal on the Extension of Investment Projects with Partial Raised Funds", and agreed that the company would adjust the date when the company's raised investment project "19 pharmaceutical intermediate industrialization projects with an annual output of 1,000 tons of Sartan main ring and other pharmaceutical intermediates industrialization projects" reaches the scheduled usable status, and it will be extended from November 30, 2025 to December 2027, while the implementation entity of the raised investment project, the purpose of the raised funds and the total investment amount remain unchanged. On March 31, this proposal does not need to be submitted to the company's shareholders' meeting for review.
(2) Opinions of the Supervisory Board
The company held the 13th meeting of the fifth session of the Board of Supervisors on September 29, 2025, and reviewed and approved the "Proposal on the Extension of Investment Projects with Partial Raised Funds", agreeing that the company's "19 pharmaceutical intermediate industrialization projects with an annual output of 1,000 tons of Sartan main ring and other pharmaceutical intermediate industrialization projects" will be adjusted to reach the scheduled usable state from November 30, 2025 to December 2027, provided that the implementation entity of the investment project, the purpose of the raised funds and the total investment remain unchanged. 31st. The Board of Supervisors believes that the postponement of the company's fundraising project is based on the principle of being responsible for the interests of the company and shareholders and based on the actual situation of the construction of the fundraising project. There is no change or disguised change in the investment direction of the raised funds, and there is no situation that damages the interests of the company's shareholders, especially small and medium-sized shareholders. It is in line with the relevant regulations of the China Securities Regulatory Commission and the Shenzhen Stock Exchange on the management of raised funds of listed companies. Therefore, the Board of Supervisors agreed to postpone some of the investment projects this time.
6. Verification Opinions of the Sponsor
After verification, the sponsor believes that the postponement of part of the company's investment projects with raised funds has been reviewed and approved by the company's board of directors and supervisory board, and the necessary approval procedures have been fulfilled. The postponement of part of the investment project with raised funds is an adjustment that the company needs to make based on the actual implementation of the raised investment project. There is no change or disguised change in the investment direction of the raised funds, and there is no situation that damages the interests of the company and shareholders. It complies with relevant regulations such as the "Supervision Rules for Funds Raised by Listed Companies", "Shenzhen Stock Exchange GEM Stock Listing Rules", "Shenzhen Stock Exchange Listed Companies Self-Regulatory Guidelines No. 2 - Standardized Operation of GEM Listed Companies".
In summary, the sponsor has no objection to the postponement of the investment project with part of the funds raised this time.
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(This page has no text, but is the signature and seal page of "Verification Opinions of China Securities Co., Ltd. on the Delay of Investment Projects with Partial Raised Funds of Zhejiang Tianyu Pharmaceutical Co., Ltd.")
Signature of the sponsor representative:
Huang Jianfei Lou Lihang
CITIC Securities Co., Ltd.
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