Tianyu Shares: Announcement on adding a special account for raised funds and signing a tripartite supervision agreement for raised funds
Securities code: 300702 Securities abbreviation: Tianyu Shares Announcement number: 2026-055
Zhejiang Tianyu Pharmaceutical Co., Ltd.
Announcement on adding a special account for raised funds and signing a tripartite supervision agreement for raised funds
The company and all members of the board of directors guarantee that the information disclosed is true, accurate and complete and does not contain false records, misleading statements or major omissions.
Zhejiang Tianyu Pharmaceutical Co., Ltd. (hereinafter referred to as the "Company") held the first meeting of the sixth session of the Board of Directors on May 15, 2026, and held the second extraordinary shareholders' meeting of 2026 on June 2, 2026. The "Proposal on Changing the Use of Part of the Raised Funds and Adding New Raised Fund Investment Projects" was reviewed and approved, and the company agreed to change the investment project of Zhejiang Jingsheng Pharmaceutical Co., Ltd. with funds raised from the issuance of stocks to specific objects in 2020. Ton of Sartan main ring and other 19 pharmaceutical intermediate industrialization projects" will be used to raise funds, and part of the remaining funds from the project will be invested in the proposed new investment project of raised funds: Changyi Tianyu Pharmaceutical Co., Ltd.'s "10,000 tons of synthetic acetonitrile project per year" (hereinafter referred to as the "synthetic acetonitrile project"). The company will set up a new special account for raised funds for the storage and use of raised funds for the "Synthetic Acetonitrile Project", and authorizes the chairman or his designated authorized person to be responsible for signing the "Tripartite Supervision Agreement for Raised Funds" with the sponsor and the bank, and authorizes the chairman or his designated authorized person to have full authority to handle other matters related to the special account for raised funds. For specific content, please refer to the "Announcement on Changing the Use of Part of the Raised Funds and Adding New Raised Fund Investment Projects" (Announcement Number: 2026-037) disclosed by the company on the Cninfo Network (www.cninfo.com.cn) on May 16, 2026.
Recently, the company's wholly-owned subsidiaries Zhejiang Jingsheng Pharmaceutical Co., Ltd. (hereinafter referred to as "Jingsheng Pharmaceutical") and Changyi Tianyu Pharmaceutical Co., Ltd. (hereinafter referred to as "Changyi Tianyu") and China CITIC Bank Co., Ltd. Taizhou Huangyan Branch (hereinafter referred to as " China CITIC Bank Taizhou Huangyan Branch") and the sponsor institution CITIC Securities Co., Ltd. (hereinafter referred to as "CITIC Construction Investment") signed the "Tripartite Supervision Agreement" (hereinafter referred to as the "Supervision Agreement"), and the relevant matters are hereby announced as follows:
1. Basic situation of raised funds
According to the China Securities Regulatory Commission’s “Reply on the Registration Approval of Zhejiang Tianyu Pharmaceutical Co., Ltd.’s Issuance of Stocks to Specific Targets” (CSRC Permit [2020] No. 2842), the company used the lead underwriter CITIC Securities Co., Ltd. to issue RMB ordinary shares (A shares) to specific targets through agency sales.
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11.118 million shares were issued at an issue price of RMB 80.95 per share, raising a total of RMB 900 million. After deducting underwriting and recommendation fees of RMB 4.2453 million, the raised funds were RMB 895.7547 million. The funds were remitted to the company's raised funds supervision account by the lead underwriter, CITIC Securities Co., Ltd. on December 29, 2020. After deducting RMB 1.6966 million in new external expenses directly related to the issuance of equity securities such as online issuance fees, prospectus printing fees, reporting accountant fees, lawyer fees, evaluation fees, etc., the company's net raised funds this time was RMB 894.0581 million. The above-mentioned receipt of funds raised has been verified by Tianjian Accounting Firm (Special General Partnership), which issued a "Capital Verification Report" (Tianjianyan [2020] No. 675).
2. Signing of the raised funds supervision agreement and the opening of a special account for raised funds
In order to standardize the management of funds raised by companies and protect the rights and interests of small and medium-sized investors, in accordance with the "Supervision Rules for Funds Raised by Listed Companies" and "Self-Discipline Supervision Guidelines for Listed Companies of the Shenzhen Stock Exchange" No. 2 - Standardized Operation of GEM Listed Companies" and other relevant laws and regulations as well as the company's "Raised Funds Management System", the company has newly opened a special account for raised funds for the storage and use of funds raised for the "Synthetic Acetonitrile Project", and signed a "Tripartite Supervision Agreement" with Jingsheng Pharmaceutical, China CITIC Bank Taizhou Huangyan Branch and the sponsor CITIC Construction Investment. The specific opening conditions of special accounts for raised funds are as follows:
Serial number Account opening entity Account opening bank Bank account number Purpose of raised funds Changyi Tianyu Pharmaceutical Co., Ltd. China CITIC Bank Co., Ltd. Annual output of 10,000 tons of synthetic 1 8110801012703468266
Co., Ltd. Taizhou Huangyan Branch Acetonitrile Project
3. Main contents of the tripartite supervision agreement on raised funds
(1) Parties to the agreement
Party A: Zhejiang Jingsheng Pharmaceutical Co., Ltd.
Party A: Changyi Tianyu Pharmaceutical Co., Ltd.
The above-mentioned Party A 1 and Party A 2 shall jointly be deemed as Party A of this Agreement.
Party B: China CITIC Bank Co., Ltd. Taizhou Huangyan Branch
Party C: CITIC Securities Co., Ltd.
(2) Main contents of the agreement
- Party A has opened a special account for the raised funds project (hereinafter referred to as the "Special Account") with Party B. The account number is 8110801012703468266. As of June 15, 2026, the balance of the special account is 0 yuan. This special account is only used by Party A to use the funds in the special account for Changyi Tianyu Pharmaceutical Co., Ltd.'s annual output of 10,000 tons of synthetic acetonitrile project, and shall not be used for other purposes.
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Party A and Party B shall jointly abide by laws, regulations and rules such as the Negotiable Instruments Law of the People's Republic of China, the Payment and Settlement Measures, and the Management Measures of RMB Bank Settlement Accounts.
Party C, as the sponsor of Party A, shall designate a sponsor representative or other staff to supervise the use of funds raised by Party A in accordance with relevant regulations. Party C shall perform its supervision responsibilities in accordance with the "Shenzhen Stock Exchange Self-Regulatory Guidelines for Listed Companies No. 2 - Standardized Operation of GEM Listed Companies" and the raised funds management system formulated by Party A, and has the right to exercise its supervision rights through on-site investigations, written inquiries, etc. Party A and Party B shall actively cooperate with Party C’s investigation and inquiry. Party C shall check the storage status of the raised funds in the special account at least every six months when conducting on-site inspections of Party A.
Party A authorizes Party C’s designated sponsor representatives Huang Jianfei and Lou Lihang to go to Party B at any time to inquire and copy the information on Party A’s special account; Party B shall provide it with the required information on the special account in a timely, accurate and complete manner. The sponsor representative shall present his/her legal identity certificate when inquiring about Party A's special account to Party B; other staff designated by Party C shall produce his/her legal identity certificate and a letter of introduction from the company when inquiring about Party A's special account to Party B.
Party B shall issue statements to Party A on a monthly basis (before the 15th of each month) and send a copy to Party C. Party B shall ensure that the contents of the statement are true, accurate and complete.
Party A is only allowed to transfer funds from the following raised capital account to this special account for use in Changyi Tianyu Pharmaceutical Co., Ltd.'s 10,000 tons annual synthetic acetonitrile project.
Account opening bank: Zhejiang Industrial and Commercial Bank of China Co., Ltd. Taizhou Huangyan Branch
Account number: 1207031129202100124
Account name: Zhejiang Jingsheng Pharmaceutical Co., Ltd. (Nature of funds: special account for raising funds)
If Party A’s cumulative withdrawals from the special account exceed 50 million yuan at one time or within twelve months (determined based on the lower principle between 50 million yuan or 20% of the net raised funds), Party A and Party B shall promptly notify Party C by email and provide a list of expenditures from the special account.
Party C has the right to change the designated sponsor representative in accordance with relevant regulations. If Party C changes the sponsor representative, it shall notify Party B in writing of the relevant supporting documents and at the same time notify Party B of the contact information of the changed sponsor representative. Changing the sponsor representative will not affect the validity of this agreement. Party A's authorization to Party C's sponsor representative stipulated in Article 4 of this agreement will be inherited by the replaced sponsor representative.
If Party B fails to issue statements to Party C in a timely manner or notify Party C of large withdrawals from the special account for three consecutive times, and fails to cooperate with Party C in investigating the special account, Party A may terminate the transaction unilaterally on its own initiative or at the request of Party C.
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terminate this agreement and cancel the special account for raising funds.
- This agreement is made in eight copies. Party A, B and C each hold one copy and report one copy to the Shenzhen Stock Exchange and Zhejiang Supervision Bureau of the China Securities Regulatory Commission. The rest are retained by Party A for future reference.
4. Documents for reference
- "Tripartite Supervision Agreement".
Announcement is hereby made.
Board of Directors of Zhejiang Tianyu Pharmaceutical Co., Ltd. June 15, 2026
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