Securities code: 688246 securities abbreviation: Jiahe Meikang Announcement No.: 2021-003
Jiahe Meikang (Beijing) Technology Co., Ltd
Announcement on using part of the over raised funds to repay bank loans and permanently supplement working capital
The board of directors and all directors of the company guarantee that there are no false records, misleading statements or major omissions in the contents of this announcement, and bear legal liabilities for the authenticity, accuracy and integrity of its contents according to law.
Important content tips:
Jiahe Meikang (Beijing) Technology Co., Ltd. (hereinafter referred to as “the company”) held the 19th meeting of the third board of directors and the 12th meeting of the third board of supervisors on December 23, 2021, deliberated and adopted the proposal on using part of the over raised funds to repay bank loans and permanently supplement working capital , it is agreed that the company will use part of the over raised funds totaling 147 million yuan to repay bank loans and permanently supplement working capital, accounting for 29.97% of the total over raised funds (490457200 yuan).
The company promises that the accumulated amount of bank loans repaid and permanent replenishment of working capital with over raised funds within the last 12 months shall not exceed 30% of the total amount of over raised funds. The repayment of bank loans and permanent replenishment of working capital with over raised funds will not affect the capital demand for the construction of investment projects with raised funds. The company promises not to make high-risk investment and provide financial assistance to others within 12 months after replenishing working capital.
The independent directors of the company expressed their independent opinions, and the sponsor Huatai United Securities Co., Ltd. (hereinafter referred to as the “sponsor”) issued no objection verification opinions.
The proposal still needs to be submitted to the general meeting of shareholders for deliberation.
1、 Basic information of raised funds
According to the reply on Approving the registration of initial public offering of Jiahe Meikang (Beijing) Technology Co., Ltd. (CSRC license [2021]) issued by China Securities Regulatory Commission (hereinafter referred to as “CSRC”) No. 3468), the company was approved to publicly issue 34469376 ordinary shares in RMB, with a par value of 1 yuan per share, an issue price of 39.50 yuan per share, and the total amount of funds raised was 136.15404 million yuan. After deducting the issue expenses of 121.0832 million yuan, the net amount of funds raised was 124.04572 million yuan, and the amount of over raised funds was 49.04572 million yuan.
All the raised funds were in place on December 9, 2021. Dahua Certified Public Accountants (special general partnership) verified the availability of funds on December 9, 2021 and issued Dahua Yan Zi [2021] No. 000843 capital verification report.
All the raised funds have been deposited in the special account for raised funds opened with the approval of the board of directors of the company. The company has signed the tripartite supervision agreement on the storage of special account for raised funds with the sponsor and the commercial bank storing the raised funds, For details, please refer to the announcement on the listing of Jiahe Meikang (Beijing) Technology Co., Ltd. on the science and Innovation Board of initial public offering of shares disclosed by the company on the website of Shanghai Stock Exchange (www.sse. Com.. CN) on December 13, 2021.
2、 Use of raised funds
According to the prospectus of Jiahe Meikang’s initial public offering and listing on the science and innovation board, the investment projects raised by the company’s initial public offering and the use plan of the raised funds are as follows:
No. project name total investment of the project to be invested in raised funds (10000 yuan) (10000 yuan)
1. Specialized electronic medical record R & D project (emergency 20979.8120979.81)
Rescue direction, maternal and child specialty direction)
2 comprehensive electronic medical record upgrading project 16756.30 16756.30
3. Data center upgrading project 14979.7814979.78
4. Supplementary working capital 22284.1122284.11
Total 75000.00 75000.00
3、 Basic information of permanent replenishment of working capital with some over raised funds this time
In combination with the company’s capital arrangement and business development plan in 2021, in order to meet the company’s working capital demand, improve the use efficiency of raised funds, reduce financial costs, further improve the company’s profitability and safeguard the interests of listed companies and shareholders, according to the Listing Rules of science and Innovation Board of Shanghai Stock Exchange According to the provisions of relevant laws and regulations such as the guidelines for the supervision of listed companies No. 2 – regulatory requirements for the management and use of raised funds by listed companies, the guidelines for the application of self regulatory rules for listed companies on the science and Innovation Board of Shanghai Stock Exchange No. 1 – standardized operation, the proportion of the total amount of over raised funds to ensure the capital demand for the construction of the investment project with raised funds is 29.97%. Within the last 12 months, the cumulative use of over raised funds by the company to repay bank loans and permanently supplement working capital shall not exceed 30% of the total amount of over raised funds, and the company has not violated the relevant provisions of the CSRC and Shanghai Stock Exchange on the use of raised funds of listed companies.
4、 Relevant commitments and instructions
The company promises that the accumulated amount of over raised funds used for permanent replenishment of working capital or repayment of bank loans will not exceed 30% of the total amount of over raised funds every 12 months; The permanent replenishment of working capital with over raised funds will not affect the capital demand for the construction of raised investment projects. Within 12 months after replenishing working capital, the company will not make high-risk investment or provide financial assistance to objects other than holding subsidiaries.
The company’s use of some over raised funds to permanently supplement working capital is to meet the company’s working capital needs, improve the use efficiency of raised funds, further improve the company’s operating capacity, safeguard the interests of listed companies and shareholders, will not affect the development and construction process of the company’s investment projects with raised funds, and will not damage the interests of the company and shareholders.
5、 Review procedures for implementation
On December 23, 2021, the 19th meeting of the third board of directors and the 12th meeting of the third board of supervisors considered and adopted the proposal on using part of the over raised funds to repay bank loans and permanently supplement working capital, and agreed that the company would use the over raised funds of 147 million yuan to repay bank loans and permanently supplement working capital.
The independent directors of the company have expressed their agreed independent opinions on the matter, and the recommendation institution has issued no objection verification opinions on the matter.
This matter will be submitted to the general meeting of shareholders of the company for deliberation after being deliberated and approved by the board of directors, and online voting method will be provided, which can be implemented only after being deliberated and approved by the general meeting of shareholders.
6、 Description of special opinions
(i) Opinions of independent directors
Independent directors believe that:
Part of the over raised funds are used to repay bank loans and permanently supplement working capital, and are used in the company’s production and operation activities, which is conducive to improving the use efficiency of the raised funds, reducing financial expenses and further improving the company’s profitability, which is in line with the interests of the company and all shareholders. Use and review procedures of the over raised funds
Comply with laws, regulations and normative documents such as guidelines for the supervision of listed companies No. 2 – regulatory requirements for the management and use of raised funds by listed companies, rules for the listing of shares on the science and Innovation Board of Shanghai Stock Exchange, guidelines for the application of self regulatory rules for listed companies on the science and Innovation Board of Shanghai Stock Exchange No. 1 – standardized operation, and the articles of association According to the provisions of the raised funds management system, there is no change in the purpose of the raised funds and damage to the interests of shareholders.
In conclusion, the independent directors unanimously agreed that the company would use part of the over raised funds to repay bank loans and permanently supplement working capital.
（2） Opinions of the board of supervisors
The board of supervisors believes that part of the over raised funds used by the company this time are used to repay bank loans and permanently supplement working capital, which is conducive to improving the use efficiency of the raised funds and in line with the interests of the company and all shareholders. The repayment of bank loans and permanent replenishment of working capital with some over raised funds this time comply with the Listing Rules of Shanghai Stock Exchange on the science and innovation board and the guidelines for the application of self regulatory rules for listed companies on the science and Innovation Board of Shanghai Stock Exchange No. 1 – standardized operation The guidelines for the supervision of listed companies No. 2 – regulatory requirements for the management and use of raised funds by listed companies and other relevant laws, regulations, rules and other normative documents, as well as the provisions of the company’s measures for the management of raised funds. The review procedures involved in the use of some over raised funds to repay bank loans and permanently supplement working capital comply with the provisions of laws, administrative regulations, departmental rules and other normative documents, and passed the review of the board of directors. The content and voting of the review proposal comply with the provisions of relevant systems, and there is no change in the purpose of raised funds and damage to the interests of shareholders. The deliberation and voting of the board of directors on this matter comply with the relevant provisions of the company law and the articles of association, and the procedures are legal and effective.
In conclusion, the board of supervisors agreed to use 147 million yuan of over raised funds to repay bank loans and permanently supplement working capital.
（3） Special verification opinions of the recommendation institution
The company’s use of some over raised funds to repay bank loans and permanently supplement working capital has been deliberated and approved by the board of directors and the board of supervisors of the company, the independent directors have issued clear consent opinions and fulfilled the necessary legal procedures, It complies with the measures for the administration of securities issuance and listing recommendation business, the rules for the listing of shares on the science and Innovation Board of Shanghai Stock Exchange (revised in December 2020), the guidelines for the supervision of listed companies No. 2 – regulatory requirements for the management and use of raised funds by listed companies (CSRC announcement [2012] No. 44) and the measures for the continuous supervision of listed companies on the science and Innovation Board (for Trial Implementation) And other relevant laws and regulations and exchange rules.
On the premise of ensuring the capital demand for the construction of the investment projects with raised funds and the normal progress of the projects with raised funds, the use of some over raised funds to repay bank loans and permanently supplement working capital is conducive to improving the use efficiency of raised funds, reducing financial costs and further improving the profitability of the company, which is in line with the interests of the company and all shareholders.
In conclusion, the recommendation institution has no objection to the company’s use of some over raised funds to repay bank loans and permanently supplement working capital.
7、 Online announcement attachment
(i) Independent opinions of independent directors of Jiahe Meikang (Beijing) Technology Co., Ltd. on matters related to the 19th meeting of the third board of directors;
（2） Verification opinions of Huatai United Securities Co., Ltd. on Jiahe Meikang (Beijing) Technology Co., Ltd. using some over raised funds to repay bank loans and permanently supplement working capital.
It is hereby announced.
Board of directors of Jiahe Meikang (Beijing) Technology Co., Ltd. December 27, 2021
