Haitong Securities Company Limited(600837)
About Zhonghong Pulin Medical Products Co.Ltd(300981)
Verification opinions on cash management using temporarily idle over raised funds and their interests
Haitong Securities Company Limited(600837) (hereinafter referred to as ” Haitong Securities Company Limited(600837) ” or “sponsor”) as
Hongprin medical supplies Co., Ltd. (hereinafter referred to as ” Zhonghong Pulin Medical Products Co.Ltd(300981) “, “listed company” or “public company”)
The continuous supervision and recommendation institution for initial public offering and listing on the gem
Measures for the administration of the listing and recommendation business of the bank, Shenzhen Stock Exchange gem stock listing rules (revised in 2022)
Shenzhen Stock Exchange self regulatory guidelines for listed companies No. 2 – standardized operation of GEM listed companies
Guidelines for the supervision of listed companies No. 2 – regulatory requirements for the management and use of raised funds by listed companies, etc
According to relevant regulations, the company has reviewed the cash management of the company’s use of temporarily idle over raised funds and their interests
Check carefully. The details are as follows:
1、 Basic information of raised funds
Approved by China Securities Regulatory Commission
The reply to the registration of the secondary public offering of shares (zjxk [2021] No. 758) agreed to the registration, Zhonghong Pulin Medical Products Co.Ltd(300981) for the first time
41670000 RMB ordinary shares (A shares) were issued in this public offering, with a par value of 1.00 yuan per share and an issue price of
It is 48.59 yuan per share, and the total amount of raised funds is 2024745300.00 yuan, deducting the issuance fee
The total amount used (excluding value-added tax) is RMB 128288946.26, and the net amount of funds actually raised is RMB
1896456353.74 yuan. The raised funds have been credited to the designated account of the company on April 21, 2021, and Rongcheng will
The accounting firm (special general partnership) conducted a survey on the capital availability of the company’s initial public offering of shares
Verified and issued the capital verification report (Rong Cheng Yan Zi [2021] No. 350z0002). The company raised funds
Gold has carried out special account storage management.
2、 Raised investment projects and use of raised funds
According to Zhonghong Pulin Medical Products Co.Ltd(300981) initial public offering and listing on GEM
For the investment projects with raised funds disclosed in the prospectus, the funds raised by the company’s initial public offering of shares shall be deducted
In addition to the issuance expenses, it will invest in the following projects: (unit: 10000 yuan)
No. project total investment and raised funds filing code EIA reply implementation subject investment amount Document No
Jiuhu environmental impact assessment of Jiangxi zhonghongprin medical system
1 Product Co., Ltd. nitrile gloves 42974.27 42974.27 2019-360429 – Jiangxi Zhonghong Project No. 27-03-032953 [2020] 2
2 supplementary working capital 15000.00 — Zhonghong Pulin Medical Products Co.Ltd(300981)
Total 57974.27 —
As of January 31, 2022, the company has invested 429.7427 million yuan and 150 million yuan respectively in the above two raised investment projects, with a total investment of 579.7427 million yuan, with a completion rate of 100%; The total balance of the special account for raised funds is 1343.012 million yuan (including interest income and undue cash management products).
After deducting the raised funds required by the raised investment projects from the net amount of the actual raised funds, the principal of the over raised funds is 1316713653.74 yuan. At present, the company has relatively abundant self owned funds. In order to improve the use efficiency of the company’s funds and make rational use of the idle over raised funds and their interests, the company plans to conduct cash management on the over raised funds and their interests before determining the investment plan of the over raised funds, To increase the company’s revenue.
3、 Basic information of cash management using idle over raised funds this time
(I) investment purpose
In order to improve the use efficiency of the company’s funds, on the premise of not affecting the construction of investment projects with raised funds and the normal production and operation of the company, reasonably use some temporarily idle over raised funds and their interests for cash management, which can increase the capital income and obtain more returns for the company and shareholders.
(II) investment quota and term
The company intends to use the temporarily idle over raised funds and their interest shall not exceed RMB 1.45 billion for cash management. This investment matter shall be effective within 12 months from the date of deliberation and approval by the general meeting of shareholders. During the term of validity, the maximum balance of the company’s cash management with temporarily idle over raised funds and their interests at any time point shall not exceed RMB 1.45 billion.
(III) investment type and scope
The company will strictly control risks according to relevant regulations, strictly evaluate investment products, and use temporarily idle and over raised funds to plan capital guaranteed investment products with high security and good liquidity (including but not limited to structural deposits, time deposits, large certificates of deposit, etc.), and such cash management products shall not be used for pledge, The special product settlement account (if any) shall not deposit non raised funds or be used for other purposes. If the special product settlement account is opened or cancelled, the company shall timely report and make an announcement. The term of the above investment products shall not exceed 12 months.
The board of directors of the company requests the general meeting of shareholders to authorize the chairman, general manager or their authorized personnel to exercise the investment decision-making power within the limit and sign relevant contract documents, including but not limited to: selecting a qualified professional financial institution as the trustee, specifying the amount and period of entrusted financial management, selecting the variety of entrusted financial management products, signing contracts and agreements, etc, The specific matters shall be organized and implemented by the Finance Department of the company.
(V) income distribution mode
All income belongs to the company.
(VI) information disclosure
The company will timely fulfill the obligation of information disclosure 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 rules for the listing of shares on the gem of Shenzhen Stock Exchange (revised in 2022), the guidelines for the self discipline supervision of listed companies on the Shenzhen Stock Exchange No. 2 – standardized operation of listed companies on the gem and other relevant requirements.
4、 Investment risk analysis and risk control measures
The products purchased by the company for cash management belong to the category of low-risk investment, but it does not rule out that the investment is affected by market and other factors. For the possible income risk, the company proposes the following measures:
1. On the basis of ensuring that the normal production and operation of the company will not be affected, select appropriate products according to the safety, term and income of investment products according to the temporary idle and over raised funds of the company.
2. The finance department and the internal control and Audit Department of the company shall conduct pre audit and risk assessment, pay attention to the situation of investment products in time, and analyze the investment direction of financial products and project progress. If the assessment finds that there are risk factors that may affect the safety of the company’s funds, corresponding measures will be taken in time to control investment risks.
3. The internal control audit department of the company is responsible for auditing and supervising the use and custody of funds.
4. Independent directors and the board of supervisors have the right to supervise and inspect the use of funds, and can hire professional institutions to audit when necessary.
5、 Impact on the company’s daily business activities
The company’s use of idle over raised funds and their interests for cash management is carried out on the premise of ensuring the progress of the company’s investment projects with raised funds and ensuring the safety of funds, which will not affect the development and normal production and operation of the company’s investment projects with raised funds. The company will strengthen the management of the use of funds of projects with raised funds to ensure that the normal progress of projects with raised funds will not be affected. At the same time, through appropriate cash management, we can improve the use efficiency of funds, obtain certain investment income, and seek more investment returns for the company’s shareholders. There is no behavior of changing the purpose of raised funds in disguise.
6、 Relevant review and approval procedures
(I) opinions of the board of directors
The seventh meeting of the third board of directors of the company deliberated and approved the proposal on cash management using temporarily idle and over raised funds and their interests, and agreed that the company would conduct cash management on idle and over raised funds and their interests before determining the investment plan without affecting the construction of investment projects and the normal operation of the company, so as to increase the income of the company. The investment products for cash management include but are not limited to the principal guaranteed financial products with high security and good liquidity, such as structural deposits, time deposits, large certificates of deposit and national debt reverse repurchase. The total amount shall not exceed 1.45 billion yuan, and the term of a single product shall not exceed 12 months. The funds can be used on a rolling basis and shall be valid within 12 months from the date of deliberation and approval by the general meeting of shareholders. This proposal needs to be submitted to the general meeting of shareholders of the company for deliberation and approval.
(II) opinions of the board of supervisors
The sixth meeting of the third board of supervisors of the company deliberated and adopted the proposal on cash management using temporarily idle over raised funds and their interests. The board of supervisors held that the company’s cash management using idle over raised funds and their interests is carried out on the premise of ensuring the progress of the company’s investment projects with raised funds and ensuring the safety of funds, It will not affect the development and normal production and operation of the company’s investment projects with raised funds. The board of supervisors agrees with the proposal, which needs to be submitted to the general meeting of shareholders for deliberation and approval.
(III) opinions of independent directors
After deliberation and verification, the independent directors agreed that the company’s rational use of some temporarily idle over raised funds and their interests for cash management will help to improve the efficiency and income of the company’s funds, there is no behavior of changing the purpose of the raised funds in a disguised form, does not affect the construction of the raised funds and the normal operation of the company, and is in line with the interests of the company and its shareholders; The relevant approval procedures comply 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 rules for the listing of shares on the gem of Shenzhen Stock Exchange (revised in 2022) The self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 2 – standardized operation of GEM listed companies and the company’s measures for the administration of raised funds and other relevant provisions do not harm the interests of minority shareholders. Agree to the proposal that the company use the temporarily idle over raised funds and their interests for cash management, and agree to submit them to the general meeting of shareholders for deliberation.
7、 Verification opinions of the recommendation institution
After verification, the recommendation institution believes that:
The company’s use of temporarily idle over raised funds and their interests for cash management has been deliberated and approved at the seventh meeting of the third board of directors and the sixth meeting of the third board of supervisors. The independent directors have issued clear consent opinions and need to be submitted to the general meeting of shareholders for review. The company has fulfilled the approval procedures for investment decisions, The approval procedures comply with the articles of association, 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 (revised in 2022), the guidelines for the self discipline supervision of listed companies of Shenzhen Stock exchange No. 2 – standardized operation of GEM listed companies and other relevant provisions.
The company’s use of temporarily idle over raised funds and their interests for cash management this time does not change the purpose of the raised funds in a disguised manner, does not affect the construction of investment projects and the use of raised funds, does not affect the normal operation of the company, is in line with the interests of the company and all shareholders, and does not damage the interests of the company and all shareholders, especially small and medium-sized shareholders.
In conclusion, the recommendation institution has no objection to the cash management of the company using the temporarily idle over raised funds and their interests.
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(there is no text on this page, which is the signature and seal page of Haitong Securities Company Limited(600837) verification opinions on Zhonghong Pulin Medical Products Co.Ltd(300981) cash management using temporarily idle over raised funds and their interests) signature of the sponsor representative:
Zhang Zihui, Lei Hao
Haitong Securities Company Limited(600837) mm / DD / yy
