Meinian Onehealth Healthcare Holdings Co.Ltd(002044)
Special report on the use of previously raised funds
The company and all members of the board of directors guarantee that the information disclosed is true, accurate and complete without false records, misleading statements or major omissions.
In accordance with the provisions on the report on the use of funds raised in the previous time (Zheng Jian FA FA Zi [2007] No. 500) issued by the China Securities Regulatory Commission, the board of directors of Meinian Onehealth Healthcare Holdings Co.Ltd(002044) (hereinafter referred to as “the company”, “the company” or ” Meinian Onehealth Healthcare Holdings Co.Ltd(002044) “) has prepared a special report on the use of funds raised in the previous time as of December 31, 2021.
1、 Basic information of previously raised funds
The company had two financing in 2017 and 2019, as follows:
1. With the approval of the reply on approving Meinian Onehealth Healthcare Holdings Co.Ltd(002044) issuing shares to Shanghai Weitu Investment Center (limited partnership) to purchase assets and raise supporting funds (zjxk [2017] No. 1764) issued by China Securities Regulatory Commission (hereinafter referred to as “CSRC”), the company issued 28960817 RMB common shares (A shares) in a non-public manner, The par value is 1 yuan per share and the issue price is 17.61 yuan per share. As of November 6, 2017, the total funds raised are 5099998737 yuan. After deducting the issuance fee of 5950041802 yuan and the relevant taxes of 348662507 yuan, the net amount of funds actually raised is 44701294428 yuan.
Verified by the “Ruihua Yan Zi [2017] No. 31010010” capital verification report issued by Ruihua Certified Public Accountants (special general partnership), the above raised funds have reached the special account for raised funds of the company on November 6, 2017.
2. Approved by the reply on approving Meinian Onehealth Healthcare Holdings Co.Ltd(002044) non-public Development Bank shares (zjxk [2019] No. 1556) of China Securities Regulatory Commission, the company issued 177139393 ordinary shares (A shares) in the form of non-public offering, the issue price was 11.55 yuan / share, the total amount of raised funds was 204595998915 yuan, after deducting the issuance expenses of 4048831839 yuan, The net amount of actually raised funds is 200547167076 yuan, of which the newly increased share capital is 17713939300 yuan, and the balance is 182833227776 yuan, which is included in the capital reserve.
“Ruihua Yan Zi [2019] No. 01620004” issued by Ruihua Certified Public Accountants (special general partnership)
The capital verification report verifies that the above raised funds have reached the company’s special fund for raised funds on October 29, 2019
Account.
2、 Actual use of previously raised funds
1. Comparison of the use of previously raised funds
(1) Supporting funds raised by issuing shares to purchase assets in 2017
The company issued shares and paid cash to purchase assets and raised supporting funds and related parties in October 2017
The transaction report (Revised Version) stipulates: “in order to improve the efficiency of reorganization and enhance the sustainable development of listed companies after reorganization
In terms of operating capacity, the company plans to make inquiry to no more than 10 specific employees at the same time of this asset restructuring
Investors raise supporting funds through non-public offering of shares, and the total amount of funds raised shall not exceed 510 million yuan. This offering
The supporting funds are intended to be used to pay the cash consideration of this transaction, the purchase of medical equipment of the target company and the payment of this transaction
Intermediary expenses involved in this major asset restructuring. “
As of December 31, 2021, the actual use of the funds raised by issuing shares to purchase assets in 2017
For the comparison, see Annex 1-1 “comparison of the use of supporting funds raised by issuing shares to purchase assets in 2017”
Table.
As of December 31, 2021, the storage of raised funds in the special account is as follows:
Unit: RMB 10000
Deposit unit bank name bank account number initial deposit amount deposit balance
Meinian Onehealth Healthcare Holdings Co.Ltd(002044) Hua Xia Bank Co.Limited(600015) Shanghai Branch 10550 Ping An Bank Co.Ltd(000001) 0889354700000 account closed on April 2, 2021 1 1
Ciming physical examination 2 China Minsheng Banking Corp.Ltd(600016) Beijing Taiyanggong sub branch 610086895 account closed on November 13, 2020
Total 47000003 0.00
(2) Funds raised by non-public offering in 2019
The company agreed in the 2018 non-public development bank stock plan (Revised Draft) in March 2019:
“In order to improve the efficiency of operation and management and improve the business layout of the company, the company plans to invest in no more than 10 special investors
If the investor raises supporting funds by non-public offering of shares, the total amount of funds raised shall not exceed 204596 million yuan, less the amount of shares issued
The expenses will be used for biological sample database construction project, data center construction project and terminal information security upgrade project
Project, management system upgrading project and replenishment of working capital. “
1. The bank deposit interest received from the special account for raised funds was transferred to the basic account of the company on April 2, 2021, and the account was cancelled on the same day.
2. Ciming Medical Examination Management Group Co., Ltd. is a wholly-owned subsidiary of the company, hereinafter referred to as “Ciming medical examination”.
3. The difference between the initial deposit amount and the net amount of raised funds is 229871 million yuan, which is the issuance fee of 19.504 million yuan and relevant taxes that have not been deducted
3.4866 million yuan (the difference between the total and the mantissa of the sum of all items is caused by rounding).
Comparison of actual use of funds raised by non-public offering in 2019 as of December 31, 2021
See Annex 1-2 “comparison table of the use of funds raised by non-public offering in 2019”.
As of December 31, 2021, the storage of raised funds in the special account:
Unit: RMB 10000
Deposit unit bank name bank account number initial deposit amount deposit balance
Meinian Onehealth Healthcare Holdings Co.Ltd(002044) China Minsheng Banking Corp.Ltd(600016) Beijing Branch 6311895023.46
Meinian Onehealth Healthcare Holdings Co.Ltd(002044) Ping An Bank Co.Ltd(000001) Shanghai Branch 15 Yifan Pharmaceutical Co.Ltd(002019) 100889 account closed on November 2, 2021 4
Meinian Onehealth Healthcare Holdings Co.Ltd(002044) Shanghai Pudong Development Bank Co.Ltd(600000) Qingpu sub branch account closed on November 29, 2021975500788808 Macrolink Culturaltainment Development Co.Ltd(000620) 5
Meinian Onehealth Healthcare Holdings Co.Ltd(002044) China Citic Bank Corporation Limited(601998) Shanghai Branch transferred to 811020101360109601720100918 general account on December 29, 2021 6
Shanghai Meizhi Information China Citic Bank Corporation Limited(601998) Shanghai Branch
Technology Co., Ltd. 81102010133012357637659.40
Dalian meinian Dajian
Kang Life Technology Co., Ltd. China Citic Bank Corporation Limited(601998) Dalian Branch 8110401014400550403655.10
Total 201009187831796
Note 1: the deposit balance of the above special account for raised funds does not include some idle raised funds used to temporarily supplement working capital at the end of the period.
2. Change of previous raised funds
(1) Supporting funds raised by issuing shares to purchase assets in 2017
The company held the 18th meeting of the 7th board of directors and the 18th meeting of the 7th board of supervisors on August 27, 2020
The 9th meeting held the first extraordinary general meeting of shareholders in 2020 on September 16, 2020, which was deliberated and adopted
The proposal on terminating some raised investment projects and permanently replenishing the remaining raised funds with working capital is approved
The company terminated the supporting funds raised in 2017 for the “medical equipment procurement” project of Ciming physical examination, and left the project
The remaining raised funds and interest will permanently supplement the working capital. As of December 31, 2021, “medical equipment purchase”
The remaining raised funds of 1237867000 yuan and interest of 26262915 yuan have been permanently replenished
Mobile capital.
(2) Funds raised by non-public offering in 2019
The company held the 23rd (Interim) meeting and the 7th Meeting of the 7th board of directors on January 22, 2021
The 11th (Interim) meeting of the second session of the board of supervisors held the first interim share in 2021 on February 8, 2021
4 the bank deposit interest received from the special account for raised funds has been transferred to the basic account of the company on November 2, 2021, and the account will be closed on the same day.
5. The account balance of the special account for raised funds was transferred to the basic account of the company on November 29, 2021 and closed on the same day.
6 the raised funds in the special account for raised funds have been used as planned and transferred to a general account on December 29, 2021.
7. The difference between the initial deposit amount and the net raised funds is 4.6201 million yuan, which is the issuance fee paid during 20192020 of 4.0186 million yuan respectively,
And halve the stamp duty of 511500 yuan.
The Eastern Conference deliberated and adopted the “on terminating some raised investment projects and permanently replenishing the remaining raised funds with working capital”
Jin’s proposal agreed that the company should terminate the construction of “biological sample bank” for investment projects funded by non-public offering of shares
Set up a “project” and transfer the remaining raised funds of the project to RMB 90 million (including interest), and the specific amount is expressed in
During the actual transfer, the fund balance in the special account of the project shall prevail) shall be used to permanently supplement the working capital.
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