Haitong Securities Company Limited(600837) about
Hefu (China) Medical Technology Co., Ltd
Verification opinions on the expected guarantee amount for wholly-owned subsidiaries in 2022 Haitong Securities Company Limited(600837) (hereinafter referred to as ” Haitong Securities Company Limited(600837) ” or “sponsor”) as the sponsor and continuous supervision organization for the initial public offering and listing of Hefu (China) Medical Technology Co., Ltd. (hereinafter referred to as “Hefu China” or “company”), in accordance with the administrative measures for securities issuance and listing sponsor business According to the requirements of relevant laws and regulations such as the Listing Rules of Shanghai Stock Exchange, the company has verified the expected amount of guarantee provided by the company for its wholly-owned subsidiaries in 2022. The specific verification is as follows: I. overview of guarantee
Hefu (China) Medical Technology Co., Ltd. (hereinafter referred to as “the company”) to meet the daily operation and development needs of wholly-owned subsidiaries and ensure the steady operation of business in 2022, the company provides a guarantee with a total amount of no more than RMB 300 million for the following wholly-owned subsidiaries to apply for comprehensive credit from financial institutions. The list of guarantee limits provided by the company for wholly-owned subsidiaries and the basic information of the guaranteed parties are as follows:
Maximum amount guaranteed by the guarantor and the guaranteed object
Hexi Medical Technology Trading (Shanghai) Co., Ltd. 40 million yuan Shanghai Hekang Hospital Management Consulting Co., Ltd. 10 million yuan Hefu (China) medical technology
Co., Ltd. Hekang Biotechnology Development (Shanghai) Co., Ltd. 50 million yuan Hexi (Hong Kong) Holding Co., Ltd
(royal seal Holding Co., limited) 200 million yuan
Within 12 months from the date of deliberation and approval of the 23rd Meeting of the first board of directors of the company, the aforesaid guarantee limit can be recycled within the scope of the limit. The guarantee amount at any time point shall not exceed 300 million yuan. The actual guarantee amount, type and term shall be subject to the guarantee contract.
2、 Basic information of the guaranteed
Date of establishment of the guarantor Hexi Medical Technology Trading (Shanghai) Co., Ltd. in October 2005
Name: January 11
Registered capital: 34.23 million yuan legal representative: Wang qiongzhi
Room 100A, No. 201, Qinhui North Road, Xuzhou District, Shanghai
Licensed items: operation of class III medical devices; Technology import and export; Import and export agency; Goods in and out
Mouth. (for projects that must be approved according to law, business activities can be carried out only with the approval of relevant departments. The specific business projects shall be subject to the approval documents or licenses of relevant departments)
Nature of Business
General items: Sales of class II medical devices; Medical equipment leasing; Trade brokerage; Sales agent; Computer system services. (except for the items that must be approved according to law, the company shall independently carry out business activities according to law with its business license)
Equity structure Hefu (China) Medical Technology Co., Ltd. holds 100% equity
Financial data: as of December 31, 2021, the total assets are 384339 million yuan; Total liabilities: 1.8934 million yuan; Net assets: 365405 million yuan; The operating income is 4.3239 million yuan; The net profit is 1.7345 million yuan;
The guarantor was established in November 2000 when Shanghai Hekang Hospital Management Consulting Co., Ltd
Name: February 7
Registered capital: RMB 7.73 million legal representative: Wang qiongzhi
Registered address: Zone F, room 101, building 12, No. 1001, Qinzhou North Road, Xuhui District, Shanghai
Hospital management consulting, enterprise management consulting, economic information consulting, technology development, technical services, technical consulting and technology transfer in the field of computer software science and technology, computer system integration, sales of computers, business scope software and auxiliary equipment, import and export business of goods and technology, conference services and exhibition services.
[for projects subject to approval according to law, business activities can be carried out only after approval by relevant departments]
Equity structure Hefu (China) Medical Technology Co., Ltd. holds 100% equity
Financial data as of December 31, 2021, the total assets were 9.544 million yuan; Total liabilities: 525400 yuan; The net assets are 9.0186 million yuan; Operating income: 1.356 million yuan; The net profit is 540300 yuan;
Date of establishment of Hekang Biotechnology Development (Shanghai) Co., Ltd. in August 2001
Name: March 22
Registered capital: 9.7667 million yuan legal representative: Wang qiongzhi
Registered address: Zone B, room 1901, building 12, No. 1001, Qinzhou North Road, Xuhui District, Shanghai
Technology development, technical consultation, technical services and technology transfer in the field of pharmaceutical science and technology, sales of medical devices, leasing of self owned equipment, and import and export of goods and technology.
[for projects subject to approval according to law, business activities can be carried out only after approval by relevant departments]
Equity structure Hefu (China) Medical Technology Co., Ltd. holds 100% equity
Financial data as of December 31, 2021, the total assets were 472978 million yuan; Total liabilities 268921 million
Yuan; Net assets: 204057 million yuan; The operating income is 527486 million yuan; The net profit is 5.2235 million yuan;
Date of establishment of Hexi (Hong Kong) Holding Co., Ltd. in May 2013
Name: April 21
Registered capital: USD 5.58 million legal representative: Wang qiongzhi
Registered address: flare / room 610611 BLK 2 6 / F, Lippo center 89
QUEENSWAY,ADMIRALTY,HK
Business scope investment, medical device sales equity structure Hefu (China) Medical Technology Co., Ltd. holds 100% equity
Financial data: as of December 31, 2021, the total assets are 1627188 million yuan; Total liabilities: 908106 million yuan; Net assets: 719082 million yuan; Operating income of 3.2359 million yuan; Net profit -9.4288 million yuan;
3、 Main contents of the guarantee agreement
The company and its wholly-owned subsidiaries have not signed relevant agreements on the expected guarantee. The guarantee method, guarantee amount, guarantee period and other terms shall be subject to the officially signed guarantee documents between the company and its wholly-owned subsidiaries and contract objects within the scope authorized by the general meeting of shareholders. 4、 Accumulated amount of external guarantee and overdue guarantee
As of the date of issuance of this verification opinion, the company has provided 10 million yuan of guarantee for its subsidiaries, accounting for 1.26% of the audited net assets of the company at the end of 2021; The company is a subsidiary, and the actual cumulative guarantee balance is RMB 10 million, all of which are the guarantee balance to subsidiaries, accounting for 1.26% of the audited net assets of the company at the end of 2021. The amount of mutual guarantee provided by the subsidiaries of the company is RMB 0, accounting for 0% of the audited net assets of the company at the end of 2021.
The company has no overdue external guarantee, no guarantee involving litigation, and the loan term and use are completely controllable, which will not bring uncontrollable risks to the company. 5、 Implementation of decision-making procedures
1. Opinions of the board of directors
The 23rd Meeting of the first board of directors of the company deliberated and adopted the proposal on the company’s external guarantee limit plan in 2022, with 7 affirmative votes, 0 negative votes and 0 abstention votes. The board of Directors believes that the expected guarantee takes into account the daily business needs of the company’s subsidiaries, complies with the provisions of relevant laws and regulations and the articles of association, and the guarantee risk is generally controllable, which is conducive to the production, operation and long-term development of the company. It agrees that the guarantee plan shall be submitted to the general meeting of shareholders for deliberation.
2. Opinions of independent directors
The purpose of providing guarantee for the wholly-owned subsidiary this time is to meet the daily operation and development needs of the wholly-owned subsidiary and enhance the credit capacity of the guaranteed. The guaranteed is a wholly-owned subsidiary of the company, and the risk is controllable. No damage to the interests of minority shareholders and the company is found. Therefore, we agree to this matter and submit this proposal to the general meeting of shareholders of the company for deliberation. 6、 Verification opinions of the recommendation institution
After verification, the recommendation institution believes that:
The sponsor believes that: the guarantors to be guaranteed by the company this time are all wholly-owned subsidiaries of the company, and the company has substantial control and influence over the guarantors. The guarantee provided by the company is a necessary measure for the company to meet the daily operation and development needs of the wholly-owned subsidiary, which is conducive to the production, operation and long-term development of the company. The recommendation institution has no objection to the estimated amount of guarantee provided by the company for the wholly-owned subsidiary in 2022. This proposal still needs to be considered by the 2021 annual general meeting of shareholders.
To sum up, the recommendation institution agrees to the above prediction of providing guarantee amount for wholly-owned subsidiaries in 2022. (no text below)
