Haitong Securities Company Limited(600837)
About Hefu (China) Medical Technology Co., Ltd
Change the implementation subject of the project invested by some raised funds and use some raised funds
The raised funds provide loans to wholly-owned subsidiaries to implement the verification of raised investment projects
Check opinions
Haitong Securities Company Limited(600837) (hereinafter referred to as " Haitong Securities Company Limited(600837) " or "sponsor") as a sponsor of Hefu (China) Medical Technology Co., Ltd. (hereinafter referred to as "Hefu China" or "company") for initial public offering, listing and continuous supervision, In accordance with the measures for the administration of securities issuance and listing recommendation business, the stock listing rules of Shanghai Stock Exchange, the guidelines for the supervision of listed companies No. 2 - regulatory requirements for the management and use of raised funds by listed companies (revised in 2022), the guidelines for the self discipline supervision of listed companies of Shanghai Stock Exchange No. 1 - standardized operation and other relevant provisions, The company has verified the change of the implementation subject of some raised funds investment projects and the use of some raised funds to provide loans to wholly-owned subsidiaries to implement raised investment projects. The details are as follows:
1、 Raised funds and investment projects of raised funds
According to 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, the company issued 995132 million shares (A shares) to the public for the first time, with an issue price of 4.19 yuan per share and a total raised capital of 4169 Xinjiang Torch Gas Co.Ltd(603080) 0 yuan. After deducting various issuance expenses, The net amount of funds actually raised was 35963993 yuan. KPMG Huazhen Certified Public Accountants (special general partnership) issued the capital verification report "KPMG Huazhen Yan Zi No. 2200567" on February 11, 2022. The company has adopted a special account storage system for the raised funds. The company has signed a tripartite supervision agreement on the raised funds with the sponsor and the bank in accordance with the guidelines on self discipline supervision of listed companies on Shanghai Stock Exchange No. 1 - standardized operation and other relevant documents to deposit the above raised funds to ensure the safe use of the raised funds.
According to the prospectus for initial public offering of Hefu (China) Medical Technology Co., Ltd., the investment projects and use plans of the funds raised by the company's initial public offering of shares are as follows:
Serial No. project name: implementation entity of the amount of raised funds to be invested
(10000 yuan)
1 intensive marketing of medical examination and high-tech instruments 14150 million Hefu China
project introduced from abroad
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
2、 The company changed the implementation subject of some of the investment projects with raised funds and used some of the raised funds to provide loans to wholly-owned subsidiaries
(I) specific conditions of the implementation subject of "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:
Project name project amount (10000 yuan) before and after change
Information upgrading and medical management exchange center project 3219099341 Hefu China Hexi Shanghai
(II) 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.
(III) 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 agency;
Import and export of goods. (projects that must be approved according to law can only be approved by relevant departments
The specific business scope or approval document of the relevant business department
(subject to) general items: Sales of class II medical devices; Medical equipment leasing; Trade
broker; Sales agent; Computer system services.
(except for projects subject to approval according to law)
(in addition, carry out business activities independently according to law with business license)
Equity structure Hefu (China) Medical Technology Co., Ltd. holds 100% equity
As of December 31, 2021 (Unaudited), the total assets of Hexi Shanghai
The main financial data is 384339 million yuan, the net assets is 365405 million yuan, and the net profit in 2021 is 173.45 million yuan
Ten thousand yuan.
3、 Purpose and influence of increasing the implementation subject of some investment projects with raised funds
The change of the investment and management method of the project is conducive to the smooth implementation of the investment and management of the project and the use of the funds raised, which is in line with the relevant laws and regulations of the wholly-owned investment and management center.
In addition to the above-mentioned change of the implementation subject of the raised funds, the construction content and implementation mode of the company's raised funds investment projects have not changed, the content of the raised funds investment projects has not been changed, there is no situation of changing the investment direction of the raised funds in a disguised manner and damaging the interests of shareholders, and there will be no material impact on the raised funds investment projects.
4、 Internal review procedure of the company
The company held the 23rd Meeting of the first board of directors and the 8th meeting of the first board of supervisors on March 21, 2022, deliberated and adopted the proposal on increasing the implementation subject of some raised investment projects, and the independent directors expressed their explicit consent to the increase of the implementation subject of the raised capital investment projects.
5、 Verification opinions of the recommendation institution
After verification, the sponsor believes that the company's information upgrading and the change of the implementation subject of some raised funds investment projects in the medical management exchange center project, and the use of some raised funds to provide loans to wholly-owned subsidiaries to implement raised investment projects are the actual needs of the company's own business development, comply with the company's development strategy and the implementation needs of raised investment projects, and help to improve the use efficiency of raised funds, Better guarantee the implementation of raised investment projects and comply with the relevant provisions of the guidelines for self-discipline supervision of listed companies of the company and all shareholders' stock exchanges 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.
