China Securities Co.Ltd(601066)
About Tinavi Medical Technologies Co.Ltd(688277)
Adjust the scheme of issuing A-Shares to specific objects
Special verification opinions
China Securities Co.Ltd(601066) (hereinafter referred to as the “sponsor”) as the sponsor of Tinavi Medical Technologies Co.Ltd(688277) (hereinafter referred to as the “company”, “688277}” or “issuer”) issuing A-share shares to specific objects in 2021, according to the measures for the administration of securities issuance registration of companies listed on the science and Innovation Board (Trial Implementation) and other relevant provisions The adjustment of the issuance plan has been verified and the opinions are as follows (unless otherwise specified in the verification opinions, the relevant terms have the same meaning as in the prospectus for the issuance of A-Shares to specific objects in Tinavi Medical Technologies Co.Ltd(688277) 2021):
I. main contents of the adjustment of the issuance plan
On December 22, 2021, the company held the 11th meeting of the 5th board of directors and the 5th meeting of the 4th board of supervisors, deliberated and adopted the proposal on adjusting the company’s scheme of issuing A-Shares to specific objects in 2021
< Tinavi Medical Technologies Co.Ltd(688277) 2021年度向特定对象发行A股股票预案（修订稿）>
Proposal on the demonstration and analysis report (Revised Draft) of the company’s plan to issue A-Shares to specific objects in 2021 and proposal on the feasibility analysis report (Revised Draft) of the company’s plan to issue A-Shares to specific objects in 2021 Proposal on diluting the immediate return of A-Shares issued by the company to specific objects in 2021, filling measures taken by the company and commitments of relevant subjects (Revised Draft), etc. in accordance with the company law of the people’s Republic of China, the securities law of the people’s Republic of China and the administrative measures for the registration of securities issuance of companies listed on the science and Innovation Board (for Trial Implementation) According to the provisions of relevant laws, regulations and normative documents, the board of directors of the company adjusted the scale and purpose of the raised funds in the issuance plan, as follows:
Before revision:
The total amount of funds raised from the issuance of shares to specific objects does not exceed RMB 963.85 million (including this amount). The net amount of funds raised after deducting relevant issuance expenses is proposed to be used for the following items:
Unit: 10000 yuan
No. project name total project investment amount of raised funds to be invested
1 new generation orthopedic surgery Siasun Robot&Automation Co.Ltd(300024) R & D and industrialization project 86360.3343605.00
2 orthopaedic surgery Siasun Robot&Automation Co.Ltd(300024) application demonstration project 35765.0731280.00
3. Smart medical center construction project 24700.0021500.00
Total 146825.4096385.00
Before the funds raised in this offering are in place, the company will invest with self raised funds according to the actual situation of the investment projects with raised funds, and replace them in accordance with the procedures specified in relevant laws and regulations after the raised funds are in place. After the raised funds are in place, if the net amount of the actual raised funds after deducting the issuance expenses is less than the total amount of the proposed raised funds, within the scope of the investment projects of the raised funds in this issuance, the company will adjust and determine the specific investment projects, priorities and specific investment amounts of the raised funds according to the actual amount of the raised funds and the priorities of the projects, The insufficient funds raised will be raised by the company itself.
Revised:
The total amount of funds raised from the issuance of shares to specific objects does not exceed RMB 370.2 million (including this amount). The net amount of funds raised after deducting relevant issuance expenses is proposed to be used for the following items:
Unit: 10000 yuan
No. project name total project investment amount of raised funds to be invested
1 new generation orthopedic surgery Siasun Robot&Automation Co.Ltd(300024) R & D and industrialization project 86360.3319520.00
2. Smart medical center construction project 24700.0017500.00
Total 111060.3337020.00
Before the funds raised in this offering are in place, the company will invest with self raised funds according to the actual situation of the investment projects with raised funds, and replace them in accordance with the procedures specified in relevant laws and regulations after the raised funds are in place. After the raised funds are in place, if the net amount of the actual raised funds after deducting the issuance expenses is less than the total amount of the proposed raised funds, within the scope of the investment projects of the raised funds in this issuance, the company will adjust and determine the specific investment projects, priorities and specific investment amounts of the raised funds according to the actual amount of the raised funds and the priorities of the projects, The insufficient funds raised will be raised by the company itself.
2、 The company’s approval procedures for the adjustment and performance of the issuance plan
(i) Deliberations of the board of directors
On December 22, 2021, the company held the 11th meeting of the 5th board of directors, deliberated and adopted the proposal on adjusting the company’s scheme of issuing A-Shares to specific objects in 2021
< Tinavi Medical Technologies Co.Ltd(688277) 2021 年度向特定对象发行 A 股股票预案（修订稿）>
Proposal on the demonstration and analysis report (Revised Draft) of the company’s plan to issue A-Shares to specific objects in 2021 and proposal on the feasibility analysis report (Revised Draft) of the company’s plan to issue A-Shares to specific objects in 2021 Related directors have abstained from voting on the proposal on the company’s issuance of A-Shares to specific objects in 2021, dilution of immediate return, filling measures taken by the company and commitments of relevant subjects (Revised Draft).
According to the proposal on requesting the general meeting of shareholders of the company to authorize the board of directors of the company to fully handle the specific matters of this issuance of shares to specific objects, which was deliberated and adopted at the first extraordinary general meeting of shareholders of the company in 2021, the adjustment of this issuance scheme does not need to be submitted to the general meeting of shareholders of the company for deliberation.
（2） Deliberations of the board of supervisors
On December 22, 2021, the company held the fifth meeting of the Fourth Board of supervisors, deliberated and adopted the proposal on adjusting the company’s scheme of issuing A-Shares to specific objects in 2021
< Tinavi Medical Technologies Co.Ltd(688277) 2021 年度向特定对象发行 A 股股票预案（修订稿）>
Proposal on the demonstration and analysis report (Revised Draft) of the company’s plan to issue A-Shares to specific objects in 2021 and proposal on the feasibility analysis report (Revised Draft) of the company’s plan to issue A-Shares to specific objects in 2021 Proposal on the company’s issuance of A-Shares to specific objects in 2021, dilution of immediate return, filling measures taken by the company and commitments of relevant subjects (Revised Draft), etc.
（3） Prior approval opinions and independent opinions of independent directors
The company’s adjustment of the issuance plan has been approved in advance by the independent directors of the company, and the independent directors of the company unanimously agreed to submit relevant proposals to the board of directors of the company for deliberation. The independent directors have expressed their independent opinions on the proposals related to the adjustment of the issuance plan.
3、 Verification opinions of the recommendation institution
In conclusion, the sponsor believes that:
1. The adjustment of the company’s issuance plan is made in combination with the capital market environment and the actual situation of the issuer. According to the Q & A on the review of securities issuance and listing of companies listed on the science and Innovation Board of Shanghai Stock Exchange, it does not constitute a major change in the issuance plan and does not affect the company’s issuance.
2. The company’s adjustment of the issuance plan has been deliberated and approved by the board of directors and the board of supervisors of the company, which does not need to be submitted to the general meeting of shareholders for deliberation. The voting procedures are legal and compliant. The independent directors have approved the above matters in advance, expressed independent opinions and fulfilled the necessary approval procedures;
3. The adjusted issuance plan needs to be reviewed and approved by Shanghai Stock Exchange and approved and registered by CSRC. In conclusion, the recommendation institution has no objection to the company’s adjustment of the issuance plan.
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(there is no text on this page, which is the signature page of China Securities Co.Ltd(601066) special verification opinions on Tinavi Medical Technologies Co.Ltd(688277) adjusting the scheme of issuing A-Shares to specific objects)
Signature of sponsor representative:
Sun Dong, Zhu Jin
China Securities Co.Ltd(601066) mm / DD / yy
