Securities code: 603122 securities abbreviation: Hefu China Announcement No.: 2022016
Hefu (China) Medical Technology Co., Ltd
Announcement on changing the implementation subject of some raised investment projects and using some raised funds to provide loans to wholly-owned subsidiaries to implement raised investment projects
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 individual and joint liabilities for the authenticity, accuracy and completeness of its contents.
Important content tips:
According to the actual development needs of Hefu (China) Medical Technology Co., Ltd. (hereinafter referred to as “the company”), in order to improve the use efficiency of raised funds and reduce investment risks, according to the guidelines for the supervision of listed companies No. 2 – regulatory requirements for the management and use of raised funds of listed companies and the guidelines for the self discipline supervision of listed companies on Shanghai Stock Exchange No. 1 – standardized operation According to relevant laws and regulations such as the Listing Rules of Shanghai Stock Exchange, combined with the actual situation of the company and from the perspective of prudent investment, the business planning company of the group plans to change the implementation subject of “information upgrading and medical management exchange center project” in some investment projects raised by initial public offering into Hexi Medical Technology Trading (Shanghai) Co., Ltd. (hereinafter referred to as “Hexi Shanghai”), a wholly-owned subsidiary of the company, And use part of the raised funds to provide interest bearing loans of no more than RMB 3219099341 to Hexi Shanghai to implement the raised investment project.
The above proposals have been deliberated and approved at the 23rd Meeting of the first board of directors of the company and do not need to be submitted to the general meeting of shareholders of the company for deliberation.
1、 Basic information of raised funds
With the approval of the reply on Approving the initial public offering of Hefu (China) Medical Technology Co., Ltd. (zjxk [2021] No. 4074) issued by the China Securities Regulatory Commission on December 23, 2021, the total amount of funds raised by the company in this public offering is RMB 4169 Xinjiang Torch Gas Co.Ltd(603080) 0. After deducting various issuance expenses, the net amount of funds actually raised by the company is RMB 35969099341.
All the funds raised in this offering were received on February 11, 2022. KPMG Huazhen Certified Public Accountants (special general partnership) verified the availability of the funds raised in this public offering and issued the capital verification report “KPMG Huazhen Yan Zi No. 2200567” on February 11, 2022.
In order to standardize the management and use of the company’s raised funds and protect the rights and interests of investors, the company has implemented the special account storage management of the raised funds, and signed the tripartite supervision agreement on the special account storage of raised funds with the sponsor Haitong Securities Company Limited(600837) Hongqiao Road sub branch where the raised funds are stored, Industrial Bank Co.Ltd(601166) Shanghai branch business department, Fubon China First Bank Co., Ltd. Shanghai Xuhui sub branch and China Merchants Bank Co.Ltd(600036) Shanghai branch business department.
2、 Investment projects with raised funds
According to the disclosure in the prospectus of Hefu (China) Medical Technology Co., Ltd. for initial public offering of shares, the investment projects of funds raised from initial public offering of shares are as follows:
Amount of raised funds to be invested
Serial number project name implementation entity
(10000 yuan)
Intensive marketing of medical examination and introduction of high-tech medical instruments
14150000000 Hefu China
Enter the project
2 information upgrading and medical management exchange center project 3219099341 Hefu China
3. Supplement working capital 18 Shanghai Pudong Development Bank Co.Ltd(600000) 000 Hefu China
Total 35969099341
3、 Some raised investment projects change the implementation subject and use some raised funds to provide loans to wholly-owned subsidiaries
1. Details of the implementation subject of the “information upgrading and medical management exchange center project”
The change of the implementation subject of the company’s “information upgrading and medical management exchange center project” is a necessary adjustment based on the company’s actual needs and resource allocation requirements. The above changes generally do not change the investment direction and content of the raised funds, will not have a substantive impact on the raised investment projects, and meet the needs of the company’s operation and development. The details of the changes are as follows:
Unit: 10000 yuan
Project name and amount before and after change
Implementing subject implementing subject
Information upgrading and medical management exchange center project 3219099341 Hefu China Hexi Shanghai
2. Details of using part of the raised funds to provide loans to wholly-owned subsidiaries
According to the construction progress and actual capital demand of the raised investment project, the company plans to use part of the raised funds to provide an interest bearing loan of no more than RMB 3219099341 to Hexi Shanghai, a wholly-owned subsidiary of the implementation subject of the “information upgrading and medical management exchange center project”, in order to implement the raised investment project. The dynamic allocation period of the loan is the implementation period of the project, and the loan interest rate is 4.35% of the existing one-year benchmark loan interest rate of the people’s Bank of China. According to the construction arrangement and capital demand of the raised investment project, the company can provide loans to Hexi Shanghai once or in several times, and the progress of the loan will be promoted according to the actual demand of the raised investment project. Hexi Shanghai can repay the loan in advance or renew the loan at maturity according to the implementation of the project. The above loans are only used for the implementation of the raised investment project and shall not be used for other purposes.
The board of directors authorizes the legal person or its designated agent to handle the specific loan procedures and follow-up management within the above loan limit in accordance with relevant laws and regulations and relevant internal regulations of the group.
3. The basic information of the implementation subject and loan object after the change of the “information upgrading and medical management exchange center project”:
Subject name: Hexi Medical Technology Trading (Shanghai) Co., Ltd
Unified social credit Code: 91310 Sgis Songshan Co.Ltd(000717) 8589794
Date of establishment: October 11, 2005
Business term: October 11, 2005 to October 10, 2035
The registered capital is 34.23 million yuan
Registered address: Zone A, Room 201, building 12, No. 1001, Qinzhou North Road, Xuhui District, Shanghai
Legal representative: Wang qiongzhi
Enterprise type: limited liability company (wholly owned by foreign-invested enterprise legal person)
Licensed items: operation of class III medical devices; Technology import and export; Import and export agent
Manage; Import and export of goods. (projects subject to approval according to law shall be approved by relevant departments
Business activities can only be carried out after the scope of business. The specific business items shall be subject to the approval documents or documents of relevant departments
General items: Sales of class II medical devices; Medical equipment
Standby lease; Trade brokerage; Sales agent; Computer system services. (except according to law)
In addition to the projects subject to approval, the business activities shall be carried out independently according to the law with the business license)
Equity structure Hefu (China) Medical Technology Co., Ltd. holds 100% equity
As of December 31, 2021 (Unaudited), the main financial data of Hexi Shanghai’s total assets are 384339 million yuan, the net assets are 365405 million yuan, and the net profit in 2021 is 1.7345 million yuan.
4、 The purpose of this change and borrowing and its impact on the company
The change of the implementation subject of the “information upgrading and medical management exchange center project” and the use of part of the raised funds to provide interest bearing loans to Hexi Shanghai, a wholly-owned subsidiary, is based on the construction needs of the implementation subject of relevant raised investment projects, which is conducive to the smooth implementation of raised investment projects. The use and purpose of the raised funds are in line with the company’s development strategy and the provisions of relevant laws and regulations, and in line with the interests of the company and all shareholders.
In order to standardize the management of raised funds and ensure the safety of raised funds, the company will supervise Hexi Shanghai in accordance with laws and administrative regulations such as guidelines for the supervision of listed companies No. 2 – regulatory requirements for the management and use of raised funds by listed companies, guidelines for the self discipline supervision of listed companies on Shanghai Stock Exchange No. 1 – standardized operation, stock listing rules of Shanghai Stock Exchange, etc Normative documents and the requirements of the company’s management system for raised funds standardize the use of raised funds. After the loan is in place, it will be deposited in the special account for raised funds opened by Hexi Shanghai in Shanghai Xuhui Branch of Fubang Huayi Bank Co., Ltd. the company will sign regulatory agreements with Hexi Shanghai, the sponsor and the depository bank of raised funds in accordance with relevant regulations. At the same time, the company will timely perform the obligation of information disclosure in strict accordance with laws and regulations according to the progress of relevant matters.
5、 The decision-making procedure of the implementation subject of the project invested by raised funds is changed
The 23rd Meeting of the first board of directors of the company deliberated and approved the proposal on changing the implementation subject of some raised investment projects and using some raised funds to provide loans to wholly-owned subsidiaries to implement raised investment projects, with 7 affirmative votes, 0 negative votes and 0 abstention votes.
(I) opinions of independent directors
The independent directors of the company expressed independent opinions on the company’s change of the implementation subject of the investment project with raised funds: the proposal complies with 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 self discipline supervision of listed companies on Shanghai Stock Exchange No. 1 – standardized operation, and the stock listing rules of Shanghai Stock Exchange, It meets the actual development needs of the company, helps to ensure the smooth implementation of the raised investment projects, and the use and purpose of the raised funds are in line with the company’s development strategy and the provisions of relevant laws and regulations, and in line with the interests of the company and all shareholders. Therefore, we agree to this matter and authorize the legal person or its designated agent to be responsible for the specific loan procedures and subsequent management within the above loan limit in accordance with relevant laws and regulations and relevant internal regulations of the group.
(II) opinions of the board of supervisors
The eighth meeting of the first board of supervisors of the company deliberated and approved the proposal on changing the implementation subject of some raised investment projects and using some raised funds to provide loans to wholly-owned subsidiaries to implement raised investment projects. The board of supervisors of the company believes that the change of the implementation subject of the raised investment project and the loan to subsidiaries to implement the raised investment project is based on the actual business and development needs of the company, which is conducive to steadily promoting the implementation of the raised capital investment project, making effective use of the raised capital. The deliberation and decision-making procedures comply with the requirements of relevant laws and regulations of the CSRC and Shanghai Stock Exchange, and there is no situation of changing the purpose of the raised capital in a disguised manner and damaging the interests of shareholders.
(III) opinions of the recommendation institution
The sponsor Haitong Securities Company Limited(600837) of the company has checked and issued the following opinions on the change of the implementation subject of the raised funds: the company’s information upgrading and the medical management exchange center project change some of the implementation subjects of the raised funds investment projects and use some of the raised funds to provide loans to wholly-owned subsidiaries to implement the raised investment projects are based on the actual needs of its own business development, Complying with the company’s development strategy and the implementation needs of raised investment projects is conducive to improving the use efficiency of raised funds and better ensuring the implementation of raised investment projects, which is in line with the interests of the company and all shareholders. The change of the implementation subject of some raised investment projects has been deliberated and approved by the board of directors and the board of supervisors of the company, and the independent directors have expressed their explicit consent. The matter has fulfilled the necessary deliberation procedures and complies with the guidelines for the supervision of listed companies No. 2 – regulatory requirements for the management and use of raised funds of listed companies (revised in 2022) Relevant provisions such as self regulatory guidelines for listed companies of Shanghai Stock Exchange No. 1 – standardized operation. The sponsor has no objection to the company’s information upgrading and the change of the implementation subject of some raised funds to invest in the project and the use of some raised funds to provide loans to wholly-owned subsidiaries to implement the raised investment project.
6、 Documents for future reference
1. Resolutions of the 23rd Meeting of the first board of directors;
2. Resolutions of the eighth meeting of the first board of supervisors;
3. Independent opinions of independent directors on relevant matters considered at the 23rd Meeting of the first board of directors of the company;
4. Haitong Securities Company Limited(600837) verification opinions on changing the implementation subject of some raised investment projects and using some raised funds to provide loans to wholly-owned subsidiaries to implement raised investment projects.
It is hereby announced.
Board of directors of Hefu (China) Medical Technology Co., Ltd. March 22, 2022
