Citic Securities Company Limited(600030)
About Hangzhou Century Co.Ltd(300078)
Verification opinions on cash management with temporarily idle raised funds
Citic Securities Company Limited(600030) (hereinafter referred to as " Citic Securities Company Limited(600030) " or "recommendation institution") as the recommendation institution of Hangzhou Century Co.Ltd(300078) (hereinafter referred to as " Hangzhou Century Co.Ltd(300078) " or "company"), the provisions of relevant laws, regulations and normative documents such as the measures for the administration of securities issuance and listing recommendation business and the guidelines for self discipline supervision of listed companies on Shenzhen Stock Exchange No. 2 - standardized operation of companies listed on GEM, The cash management matters of Hangzhou Century Co.Ltd(300078) using the temporarily idle raised funds have been verified. Now the verification situation and verification opinions are published as follows:
1、 Basic information of raised funds
(I) non public offering of shares
Approved by the reply on approving Hangzhou Century Co.Ltd(300078) non-public development shares (zjxk [2019] No. 1442) issued by the China Securities Regulatory Commission, the company privately issued 51390132 RMB common shares (A shares), with an issue price of 11.15 yuan / share, a total amount of 572999971.80 yuan of raised funds and 7597169.53 yuan of issuance expenses, The net amount of funds actually raised is 565402802.27 yuan.
The above raised funds have been verified by Tianjian Certified Public Accountants (special general partnership) and issued the capital verification report (tjy [2019] No. 381).
(II) convertible corporate bonds
The company issued 8170000 convertible corporate bonds with a face value of RMB 100 each to unspecified objects according to the reply on the approval of Hangzhou Century Co.Ltd(300078) to the registration of issuing convertible corporate bonds to unspecified objects (zjxk [2020] No. 3372) issued by the China Securities Regulatory Commission, The total amount of raised funds is RMB 817000000.00, and the amount actually received after deducting the underwriting and recommendation fee of RMB 99900000.00 (including tax) is RMB 807010000.00. In addition, after deducting the external expenses directly related to the issuance of convertible corporate bonds such as lawyer fees, accountant fees, credit rating fees and issuance handling fees of 2106200.00 yuan (including tax), plus the deductible input tax of 684690.57 yuan, the actual net amount of raised funds is 805588490.57 yuan.
The availability of the above-mentioned raised funds has been verified by Tianjian Certified Public Accountants (special general partnership), and the verification report (tjy [2021] No. 40) has been issued.
2、 Use of raised funds
(I) non public offering of shares
According to the company's plan for non-public development of A-Shares in 2018 (Revised Version), the investment projects and use plans of the company's raised funds are as follows:
Unit: 10000 yuan
No. project name total project investment amount proposed to be invested in this raised fund
1 Internet of things smart medical traceability management project 57623.00 57000.00
2 medical big data application R & D center 10192.00 10000.00
3. Supplementary working capital 5000.00
Total 72815.00 72000.00
Since the actual net raised funds of 565402802.27 yuan is less than the proposed amount of raised funds of 720 million yuan, according to the company's plan for non-public development of A-Shares in 2018 (Revised Version), if the actual raised funds after deducting the issuance expenses of this non-public offering of shares are less than the total amount of raised funds proposed to be invested in the above projects, the company will, according to the actual net raised funds, According to the priorities of the project, adjust and finally decide the priority of the investment of the raised funds and the specific use arrangement of the investment amount of the raised funds of each project. The insufficient part of the raised funds will be solved by the self raised funds of the company. The specific adjustments are as follows:
Unit: 10000 yuan
No. project name total project investment after the adjustment of the raised funds, the actual amount to be invested and the amount to be invested into the raised funds
1 Internet of things smart medical traceability management project 57623.00 57000.00 42540.28
2 medical big data application R & D center 10192.00 10000.00 9000.00
3. Supplementary working capital 5000.00 5000.00 5000.00
No. project name total project investment after the adjustment of the raised funds, the actual amount to be invested and the amount to be invested into the raised funds
Total 72815.00 72000.00 56540.28
Note: if the above amount is inconsistent with the actual amount, it is the result of rounding after the decimal point.
As of December 31, 2021, the deposit balance of the company's funds raised by non-public offering of shares in the special bank account was 125.5605 million yuan.
(II) convertible corporate bonds
According to the plan for issuing convertible corporate bonds to unspecified objects on the Hangzhou Century Co.Ltd(300078) gem, the investment projects and use plans of the company's raised funds are as follows:
Unit: 10000 yuan
No. project name total project investment amount proposed to be invested in this raised fund
1 Internet plus artificial intelligence medical innovation operation 34098.38 33900 service project
2 marketing system expansion project 13415.68 13100.00
3 research and development project of new generation intelligent medical application based on artificial intelligence and micro service Cloud Architecture 17091.26 17000.00
4. Supplementary working capital 17700.00 17700.00
Total 82305.32 81700.00
As of December 31, 2021, the deposit balance of funds raised by convertible corporate bonds in the special bank account was 643194400 yuan.
3、 Previous use of temporarily idle raised funds for cash management
(I) non public offering of shares
The company held the 23rd Meeting of the 4th board of directors and the 20th meeting of the 4th board of supervisors on December 7, 2020, deliberated and adopted the proposal on cash management with temporarily idle raised funds, and agreed that the company and its subsidiaries, without affecting the use of raised funds and normal production and operation, According to the investment plan and construction progress of the project invested by the raised funds, on the premise of ensuring the safety of the funds, continue to use the temporarily idle raised funds with a total amount of no more than 150 million yuan for cash management for the purchase of financial products or structured deposit products with high safety, good liquidity and guaranteed principal, The term of use shall be no more than 12 months from the date of deliberation and approval by the board of directors. Within the scope of the above capital limit, it can be used on a rolling basis and expire
Will be returned to the company's special account for raised funds. For details, please refer to cninfo (www.cn. Info. Com. CN), the gem information disclosure website designated by China Securities Regulatory Commission on December 8, 2020 Announcement on cash management with temporarily idle raised funds (Announcement No.: 2020-108).
As of the date of issuance of this verification opinion, all structural deposit products purchased by the company with the above temporarily idle raised funds have been redeemed due.
(II) convertible corporate bonds
The company held the 26th meeting of the 4th board of directors and the 23rd Meeting of the 4th board of supervisors on March 9, 2021, deliberated and adopted the proposal on cash management with temporarily idle raised funds, and agreed that the company and its subsidiaries, under the condition of ensuring that the construction of investment projects with raised funds is not affected, Use the temporarily idle raised funds with a limit of no more than RMB 45 million for cash management for the purchase of investment products with high safety, good liquidity and guaranteed principal. Within the above limit, the funds can be used on a rolling basis. For details, please refer to cninfo (www.cn. Info. Com. CN.) disclosed by the company on March 9, 2021 on the gem information disclosure website designated by the CSRC Announcement on cash management with temporarily idle raised funds (Announcement No.: 2021-017).
As of the date of issuance of this verification opinion, the company has used the above temporarily idle raised funds to purchase structured deposit products, and the outstanding balance is RMB 24 million, which is included in the recycling limit.
4、 Basic information on cash management with temporarily idle raised funds (I) investment purpose
In order to improve the efficiency of temporarily idle raised funds and make rational use of funds to obtain better investment returns, In accordance with the guidelines for the supervision of listed companies No. 2 - regulatory requirements for the management and use of raised funds by listed companies, the Listing Rules of GEM stocks of Shenzhen Stock Exchange, the guidelines for the self-discipline supervision of listed companies of Shenzhen Stock Exchange No. 2 - standardized operation of GEM listed companies, and the company's management system for raised funds, The company and its subsidiaries intend to make rational use of the temporarily idle raised funds for cash management without affecting the normal progress of the investment plan of the raised funds, so as to increase the company's income and create more investment income for the company and all shareholders.
(II) investment quota
The total amount of cash management using the temporarily idle raised funds shall not exceed 550 million yuan (including the amount of non-public offering of shares shall not exceed 100 million yuan and the amount of convertible corporate bonds shall not exceed 45 million yuan). The above amount of use shall be used in a circular and rolling manner within 12 months from the date of approval of the board of directors.
(III) investment varieties
In order to control financial risks, the products invested by the company and its subsidiaries with temporarily idle raised funds must meet the following conditions:
1. High security, meeting the capital preservation requirements, and the product issuer can provide capital preservation commitments;
2. Good liquidity, which shall not affect the normal operation of the investment plan of the raised funds;
3. Investment products shall not be used for pledge.
(IV) investment period
It shall be recycled and used within 12 months from the date of deliberation and approval at the seventh meeting of the Fifth Board of directors of the company. (V) implementation mode
Within the investment term and limit, the board of directors authorizes the chairman to exercise relevant decision-making power and sign contract documents, including but not limited to selecting qualified issuers of investment products, determining financial management amount, selecting investment products, signing relevant contracts or agreements, etc. The financial department of the company is responsible for organizing and implementing cash management activities.
(VI) income distribution mode
The income from cash management belongs to the company and its subsidiaries.
(VII) information disclosure
The use of temporarily idle raised funds for cash management does not involve related party transactions; The company will timely fulfill the obligation of information disclosure in accordance with the relevant requirements of the guidelines for the supervision of listed companies No. 2 - regulatory requirements for the management and use of raised funds by listed companies and the guidelines for the self discipline supervision of listed companies on Shenzhen Stock Exchange No. 2 - standardized operation of companies listed on GEM.
5、 Risk control measures for cash management
The use of temporarily idle raised funds for cash management by the company and its subsidiaries is limited to investment products with high safety, good liquidity and guaranteed principal. Within the amount approved by the board of directors, it will be invested in a timely and appropriate amount according to the economic situation and changes in the financial market. However, the financial market is affected by the macro-economy, and the risk of the investment being affected by the fluctuations of the financial market is not excluded. For investment risks, the company plans to take the following measures:
1. The company and its subsidiaries will strictly abide by the principle of prudent investment and choose investment products with high safety and good liquidity. Investment products shall not be pledged;
2. Cash management activities need to be approved by the directors of the company
