Haitong Securities Company Limited(600837)
About adopting Technology Co., Ltd
Verification opinions on increasing the implementation subject of some investment projects with raised funds
Haitong Securities Company Limited(600837) (hereinafter referred to as " Haitong Securities Company Limited(600837) " or "sponsor") is the sponsor of the initial public offering of shares and listing on the gem of adoptive Technology Co., Ltd. (hereinafter referred to as "adoptive shares" or "company"), According to the measures for the administration of securities issuance and listing recommendation business, the guidelines for the supervision of listed companies No. 2 - regulatory requirements for the management and use of raised funds by listed companies (revised in 2022), the guidelines for the self-discipline supervision of listed companies of Shenzhen Stock Exchange No. 2 - regulatory operation of GEM listed companies, and the Listing Rules of GEM stocks of Shenzhen Stock Exchange (revised in 2020) And other relevant regulations, the increase of the implementation subject of the investment project with part of the raised funds adopted by the shares has been verified. The specific conditions of the verification are as follows:
1、 Basic information of raised funds
According to the reply of China Securities Regulatory Commission on agreeing to adopt the registration of initial public offering of science and Technology Co., Ltd. (zjxk [2021] No. 3937), the company is approved to publicly issue 23508800 RMB common shares (A shares), with a par value of RMB 1 per share and an issue price of RMB 50.31 per share, The total amount of raised funds is RMB 1182727728.00, after deducting the issuance expenses of RMB 85465325.60 (excluding tax), the actual net amount of raised funds is RMB 1097262402.40.
The above raised funds have been transferred to the designated account of the company on January 21, 2022. The company signed the tripartite supervision agreement on the storage of special account for raised funds with the recommendation institution and the bank storing the raised funds to jointly supervise the use of raised funds. Zhonghui Certified Public Accountants (special general partnership) verified the availability of the funds raised by the company's initial public offering and issued the capital verification report of "Zhonghui kuaiyan [2022] No. 0084".
2、 Use of raised funds
According to the application plan of the raised funds disclosed in the company's prospectus for initial public offering and listing on the gem (hereinafter referred to as the "prospectus"), the investment projects of the raised funds in this public offering (hereinafter referred to as the "raised investment projects") and the use plan of the raised funds are as follows:
No. project name investment budget raised fund usage
1. Construction project of 30895.62 medical injection and puncture instrument industrial park with an annual output of 920 million pieces (sets)
2 R & D center construction project 4493.65 4493.65
3. Supplementary working capital project 5000.00 5000.00
Total 40389.27
3、 Relevant information about the implementation subject of the proposed raised investment project
(I) reasons for increasing the implementation subject of some investment projects with raised funds
After comprehensive consideration of the company's strategy, future development plan and other factors, in order to improve the use efficiency of the raised funds, the company plans to increase the implementation subject of the raised funds investment project of the "construction project of medical injection and puncture instrument industrial park with an annual output of 920 million units (sets)", and the relevant projects will be implemented jointly by the company and its wholly-owned subsidiaries. The increase of implementation subjects is conducive to better integrate the company's resources, accelerate the implementation progress of raised investment projects, reduce operating costs, improve operation and management efficiency, and make the raised investment projects operate better during and after the construction.
(II) basic information of the implementation subject of the new raised investment project
Company name: Jiangsu adoptive Medical Technology Co., Ltd
Unified social credit Code: 913202810710262756
Legal representative: Army
Date of establishment: June 8, 2013
Registered capital: RMB 13 million
Registered address: No. 23, Huanxi Road, Zhutang Town, Jiangyin City
Business scope: licensed items: production of sanitary products and disposable medical products; Disinfectant production (excluding hazardous chemicals); Road cargo transportation (excluding dangerous goods); Import and export of goods; Technology import and export; Import and export agency; Production of class II medical devices; Production of class III medical devices; Category III medical device business (items that must be approved according to law can only be carried out after being approved by relevant departments, and the specific business items shall be subject to the approval results) general items: technical services, technology development, technical consultation, technical exchange, technology transfer and technology promotion; Production of class I medical devices; Sales of class I medical devices; Sales of class II medical devices; Sales of sanitary supplies and disposable medical supplies; Production of labor protection articles; Sales of labor protection articles; Wholesale of hardware products; Retail of hardware products; Sales of plastic products; Non residential real estate leasing; Leasing of machinery and equipment (except for projects subject to approval according to law, carry out business activities independently according to law with business license)
(III) details of the proposed increase in the implementation subject of the raised investment project
After the new implementation subject is added, the details of the raised investment project of the "construction project of medical injection and puncture instrument industrial park with an annual output of 920 million sets" are as follows:
Sn item name implementation entity before adjustment implementation entity after adjustment
Annual output of 920 million pieces (sets) of medical injection technology Co., Ltd
1. The construction project of puncture equipment Industrial Park adopts Technology Co., Ltd. and Jiangsu adopts Medical Technology Co., Ltd
4、 The impact of increasing the implementation subject of the raised investment project on the company
The implementation subject of the new raised investment project is a wholly-owned subsidiary of the original implementation subject. The increase of the implementation subject does not change the investment direction and project construction content of the raised funds, will not have a substantive impact on the implementation of the raised investment project, meets the business needs of the company, and does not damage the interests of the company and shareholders.
The implementation subject of the new raised capital investment project is based on the needs of promoting project construction and meets the requirements of the purpose of the funds raised by the company's initial public offering and relevant laws and regulations.
The use and purpose of the raised funds are in line with the development direction of the company's main business, the company's development strategy and long-term plan, and the interests of the company and all shareholders.
5、 Implementation procedures and special opinions
(I) deliberations of the board of directors
The company held the seventh meeting of the second board of directors, which deliberated and adopted the proposal on increasing the implementation subject of some raised capital investment projects. The above matters need to be submitted to the general meeting of shareholders of the company for deliberation.
(II) opinions of independent directors
The independent directors of the company believe that the increase of the implementation subject of the raised investment project of the company complies with the relevant provisions of the guidelines for the standardized operation of companies listed on the gem of Shenzhen Stock Exchange and the guidelines for the supervision of listed companies No. 2 - regulatory requirements for the management and use of raised funds of listed companies. This matter does not involve the change of the original project investment plan and construction content, and there is no change or disguised change of the investment direction and purpose of the raised funds and damage to the interests of shareholders. It is in line with the needs of the company's future development and the interests of all shareholders, and is conducive to accelerating the implementation progress of the raised investment project.
(III) deliberation of the board of supervisors
The sixth meeting of the second session of the board of supervisors of the company deliberated and approved the proposal on increasing the implementation subject of some raised capital investment projects, and held that the increase of the implementation subject of raised capital investment projects will not affect the normal implementation of raised capital investment projects of the company, there is no change or disguised change in the investment direction and purpose of raised capital and damage the interests of shareholders, and there is no violation of relevant laws Relevant provisions of laws and regulations.
6、 Verification opinions of the recommendation institution
After verification, the sponsor believes that the implementation subject of the company's investment project with raised funds this time meets the company's development plan and actual production and operation needs, and there is no change or disguised change in the purpose of raised funds and damage to the interests of shareholders, which will not affect the normal progress of the investment project with raised funds. The matter has been deliberated and approved by the board of directors and the board of supervisors of the company. The independent directors have expressed their consent and performed the necessary procedures, which is in line with the relevant provisions of the CSRC and Shenzhen Stock Exchange.
In conclusion, the sponsor has no objection to the company's increase in the implementation subject of the investment project with raised funds.
