Huatai United Securities Co., Ltd
About Meinian Onehealth Healthcare Holdings Co.Ltd(002044)
Verification opinions on re demonstration and extension of some raised investment projects
As the sponsor of Meinian Onehealth Healthcare Holdings Co.Ltd(002044) (hereinafter referred to as ” Meinian Onehealth Healthcare Holdings Co.Ltd(002044) ,” company “or” listed company “) for non-public offering of shares in 2019, according to the stock listing rules of Shenzhen Stock Exchange (revised in 2022) Relevant provisions such as self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 1 – standardized operation of listed companies on the main board and regulatory guidelines for listed companies No. 2 – regulatory requirements for the management and use of raised funds by listed companies (revised in 2022), Huatai United Securities Co., Ltd. (hereinafter referred to as “Huatai United Securities” or “sponsor”) has carefully verified the re demonstration and extension of Meinian Onehealth Healthcare Holdings Co.Ltd(002044) some raised investment projects. The specific verification conditions are as follows:
1、 Basic information of raised funds
With the approval of the reply on the approval of Meinian Onehealth Healthcare Holdings Co.Ltd(002044) non-public Development Bank shares (zjxk [2019] No. 1556) issued by the China Securities Regulatory Commission, Meinian Onehealth Healthcare Holdings Co.Ltd(002044) issued 177139393 RMB ordinary shares (A shares) by means of non-public offering, with the issuance price of 11.55 yuan / share and the total raised funds of 204595998915 yuan, After deducting the issuance expenses of 4048831839 yuan, the net amount of funds actually raised is 200547167076 yuan. All the above raised funds were in place on October 29, 2019 and verified by the capital verification report “Ruihua Yan Zi [2019] No. 01620004” issued by Ruihua Certified Public Accountants (special general partnership). The listed company has opened a special account for raised funds and signed a supervision agreement on the storage of the special account for raised funds with the recommendation institution and the commercial bank storing the raised funds.
2、 Use of funds raised by listed companies
(I) planned investment of raised funds
The planned investment and actual net amount of funds raised by non-public offering of shares of listed companies are as follows:
Unit: 10000 yuan
No. project name raised funds proposed investment amount net raised funds
1 biological sample bank construction project 90 China Baoan Group Co.Ltd(000009) 000000
2 data center construction project 53 Shenzhen Fountain Corporation(000005) 300000
No. project name raised funds proposed investment amount net raised funds
3 terminal information security upgrade project 179200013871171
4 management system upgrade project 654000654000
5. Supplementary working capital 3713 Wanxiang Doneed Co.Ltd(600371) 3600
Total 204596 Elec-Tech International Co.Ltd(002005) 4717
(II) change of raised funds
The company held the 23rd (Interim) meeting of the 7th board of directors and the 11th (Interim) meeting of the 7th board of supervisors on January 22, 2021, and the first extraordinary general meeting of shareholders in 2021 on February 8, 2021, which deliberated and approved the proposal on terminating some raised investment projects and permanently replenishing the remaining raised funds with working capital, It is agreed that the company shall terminate the “biological sample bank construction project” of the non-public offering fund investment project, and use the remaining raised funds of the project of RMB 90 million (including interest, the specific amount shall be subject to the fund balance of the special account of the project at the time of actual transfer) to permanently supplement the working capital.
As of December 31, 2021, the remaining raised funds of the “biological sample bank” project of RMB 90 million and interest of RMB 100932 million have been permanently supplemented with working capital.
(III) actual investment of raised funds
As of December 31, 2021, the actual investment of funds raised by non-public offering of listed companies is as follows:
Unit: 10000 yuan
Sequence project name raised funds proposed raised funds raised funds raised funds raised net actual raised funds raised fund balance No. investment amount after adjustment investment amount investment amount
1 biological sample bank construction project 90 China Baoan Group Co.Ltd(000009) 000000
2 data center construction project 53 Shenzhen Fountain Corporation(000005) 3 Shenzhen Fountain Corporation(000005) 30 Fawer Automotive Parts Limited Company(000030) 15494998451
3 terminal information security upgrade item 179200017920001387117762337624780
4 management system upgrade project 654000654000654 Ningxia Western Venture Industrial Co.Ltd(000557) 121 968.79
5 supplementary working capital 3713 Wanxiang Doneed Co.Ltd(600371) 3 Wanxiang Doneed Co.Ltd(600371) 3 Wanxiang Doneed Co.Ltd(600371) 3600 0
6 permanent supplementary working capital 09000000 09000000 0
Total 204596 Guoguang Electric Company Limited(002045) 96 Elec-Tech International Co.Ltd(002005) 4717143346075720110
3、 Delay and reasons of some raised investment projects
(I) details of the extension of some investment projects with raised funds
In combination with the actual construction and investment progress of the current projects funded by raised funds, the company plans to invest some projects funded by raised funds up to 1, and the net amount of raised funds is the net amount in the China Citic Bank Corporation Limited(601998) account of the company’s special account for raised funds after deducting the issuing bank’s expenses of 404883 million yuan, under the condition that the implementation subject, investment purpose and investment scale of some projects funded by raised funds are not changed.
The time to the scheduled usable state shall be postponed and adjusted. The specific conditions are as follows:
Project Name: Date period of the project reaching the scheduled availability status after adjustment
Data center construction project October 29, 2021 December 31, 2023
Terminal information security upgrade project October 29, 2021 December 31, 2023
(II) reasons for the delay of some investment projects with raised funds
1. Data center construction project
(1) Adverse impact of the epidemic on the company’s operation
The funds raised by the company’s non-public offering arrived at the end of 2019. After the funds raised were in place, the company was unable to invest in the raised investment projects as planned due to the outbreak of covid-19 epidemic in China. At the same time, under the policy of epidemic prevention and control, many places in China have introduced measures to control the flow of personnel, such as closing the city. The number of people attending the physical examination center of the company has been greatly reduced, and the expenditure of fixed costs such as rent and labor costs has continued to occur, resulting in a certain impact on the main business of the company. Affected by the epidemic, the company’s operating revenue decreased by 8.33% year-on-year in 2020.
(2) There is no obvious gap in the company’s data center service capacity
According to the company’s plan, with the continuous expansion of the layout of the company’s physical examination center, the rapid growth of the number of service users and the gradual enrichment of physical examination items, the company’s data storage scale will increase rapidly. It is necessary to expand the data center to alleviate the constraints on business development. Due to the impact of the epidemic, the company’s business did not continue to grow as expected. At present, there is no obvious gap in the service capacity of the data center, and the urgency of data center construction has been alleviated.
In conclusion, as the company’s main business development is adversely affected by the epidemic and other factors, the software and hardware investment of the data center project is large, and the rapid implementation of the project may bring risks to the company’s operation. Therefore, based on the changes of internal and external environment, the company has carefully evaluated the investment progress of the raised investment project, and it is reasonable that the investment progress of the company’s data center project does not meet the expectation.
(3) The company has gradually invested in the construction of data center projects
Since 2021, the company has gradually invested in the data center project on the basis of capital turnover, main business recovery, demand for data center service capacity and other factors. As of December 31, 2021, the data center construction project has invested 301549 million yuan.
2. Terminal information security upgrade project
As mentioned above, the funds raised by the company’s non-public offering arrived at the end of 2019. After the funds raised were in place, due to the outbreak of covid-19 epidemic in China, the company was unable to invest in the raised investment projects as planned. Therefore, the company’s investment progress in the terminal information security upgrade project has been affected to a certain extent. Since 2021, the company has continued to promote the fund-raising investment project. By the end of 2021, the investment progress of terminal information security upgrading project has reached 42.54%.
4、 The necessity and feasibility of continuing the implementation of some investment projects with raised funds
According to the relevant provisions of the guidelines for self discipline supervision of listed companies of Shenzhen Stock Exchange No. 1 – standardized operation of listed companies on the main board: if the completion period of the latest raised capital investment plan is exceeded and the amount of raised capital investment does not reach 50% of the relevant planned amount, the listed company shall re demonstrate the feasibility of the project, Decide whether to continue the project. The Company re demonstrated the necessity and feasibility of the above proposed extension projects.
(I) data center construction project
1. Necessity of project construction
① Comply with the development trend of the industry and improve the company’s competitive strength
Health management helps to achieve disease prevention, thereby saving medical expenses. Through the analysis and application of health examination big data, the company can provide users with comprehensive health services integrating prevention, treatment, rehabilitation and health management, which is in line with the development trend of the industry.
As the country’s leading professional health examination brand and health big data platform, the accurate, continuous, reliable and controllable health big data accumulated over the years will become an important resource for the enterprise. Relevant data is the core entrance for residents to obtain chronic disease management and individual precise prevention solutions, and is the basis of disease risk prediction. By establishing a data analysis platform, the company can efficiently conduct research and Analysis on individuals or groups and obtain relatively complete health data, so as to effectively intervene in high-risk groups and delay or reduce disease hazards.
② Overcome the resource bottleneck and ensure the rapid development of the company’s business
In recent years, the company has focused on the core development strategy of expanding and strengthening its main business. The key cities and the national layout work together. While consolidating the advantages of the first and second tier cities, the company has increased the deep cultivation layout of the third and fourth tier markets. It is a leading and most widely distributed professional physical examination and medical institution in China. Relying on the standardized medical service system all over the country, the number of physical examination service of the company reached more than 30 million in 2021, with a cumulative stock of 80 million over the years, and the momentum of data increment increased rapidly.
According to the regulations of the management specification of medical image diagnosis center (Trial) issued by the Health Commission, medical image data need to be kept for more than 10 years, and online for at least 3 years, and can be used for quick access, browsing and diagnosis. The company has accumulated a large number of medical imaging materials and other big health data, and the storage capacity of the data center is gradually becoming saturated. The data center project construction can effectively improve the storage capacity of the data center, better ensure the data and information security, and meet the needs of the rapid development of the company’s business. 2 including the service person times of holding physical examination center and equity participation physical examination center.
③ Help build the company’s health industry ecosystem
Taking physical examination as its core business, the company has gradually carried out health consultation, health assessment, health intervention and other related businesses in recent years. In the future, the company will continue to strengthen the construction of the core ecosystem of the health industry. First of all, the company continues to consolidate the dominant position of the main business of physical examination, improve the service capacity and meet the constantly rich health consumption demand by enriching physical examination items and actively introducing advanced medical testing methods; Secondly, relying on the company’s physical examination level
