Huatai United Securities Co., Ltd
Verification opinions on the deposit and actual use of the raised funds of Meinian Onehealth Healthcare Holdings Co.Ltd(002044) non-public offering of shares in 2021
Huatai United Securities Co., Ltd. (hereinafter referred to as "Huatai United Securities" or "sponsor") as a sponsor of non-public offering of shares by Meinian Onehealth Healthcare Holdings Co.Ltd(002044) (hereinafter referred to as " Meinian Onehealth Healthcare Holdings Co.Ltd(002044) ", "listed company" or "company"), during the continuous supervision period, in accordance with the measures for the administration of securities issuance and listing sponsor business and the stock listing rules of Shenzhen Stock Exchange In accordance with the relevant provisions of the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 1 - standardized operation of listed companies on the main board, and the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 13 - recommendation business, the deposit and actual use of the funds raised by Meinian Onehealth Healthcare Holdings Co.Ltd(002044) non-public offering of shares in 2021 were carefully and prudently verified. The details are as follows: I. Basic information of the raised funds
(I) actual amount of raised funds and time of fund arrival
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 listed company issued 177139393 ordinary shares (A shares) by non-public offering, with an issue price of 11.55 yuan / share, and 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.
Verified by the capital verification report "Ruihua Yan Zi [2019] No. 01620004" issued by Ruihua Certified Public Accountants (special general partnership), the above raised funds have reached the special account for raised funds of listed companies on October 29, 2019.
(II) use and balance of raised funds
As of December 31, 2021, the use and balance of the funds raised by this non-public offering are as follows:
Project amount (10000 yuan)
Total amount of actually raised funds 20459600
Less: amount used in previous years (including issuance fee) 4705929
Plus: net amount of bank deposit interest received in previous years deducting bank handling charges, etc. 109365
Less: amount used this year 10129379
Including: terminal information security upgrade project 377337
Management system upgrade project 349560
Data center construction project 301549
Permanent supplementary working capital 91009321
Plus: net amount of interest received from bank deposits deducting bank charges, etc. 981.38
As of December 31, 2021, the balance of the special account for raised funds was 58317962
2、 Deposit and management of raised funds
(I) management of raised funds
In order to regulate the management and application of the raised funds of listed companies and protect the rights and interests of investors, in accordance with the requirements of the company law of the people's Republic of China, the securities law of the people's Republic of China and other relevant laws and regulations, and in combination with the actual situation of listed companies, listed companies have formulated the measures for the administration of raised funds.
The listed company shall open a special account for the raised funds for centralized management of the raised funds, and the accounting department of the listed company shall set up an account for the use of the raised funds to record in detail the expenditure of the raised funds and the investment of the raised funds. The internal audit department of the listed company shall check the storage and use of the raised funds at least once a quarter.
The listed company strictly implemented the measures for the administration of raised funds and relevant securities regulatory laws and regulations, timely signed three-party or four-party regulatory agreements with the sponsor and the special account opening bank, and there was no violation of relevant regulations and agreements.
The signing and performance of three-party or four-party regulatory agreements are as follows:
No. of performance of deposit bank agreement of sponsor
1 Meinian Onehealth Healthcare Holdings Co.Ltd(002044) Huatai United Securities has China China Minsheng Banking Corp.Ltd(600016) shares have normal
Limited liability company Beijing Branch
1 including the interest of 100932 million yuan transferred together with the termination of the biological sample bank construction project and the permanent supplement of the remaining funds to the working capital. 2 there is a difference in the mantissa between the sum of the total and each addend, which is caused by rounding. The same below.
Implementation of the agreement of the opening bank of the sponsor of the company
number
2 Meinian Onehealth Healthcare Holdings Co.Ltd(002044) , Shanghai Meizhi information Huatai United Securities Co., Ltd. China Citic Bank Corporation Limited(601998) Co., Ltd
Technology Co., Ltd. 3 Co., Ltd. Shanghai Branch
3 Meinian Onehealth Healthcare Holdings Co.Ltd(002044) , Dalian meinian Dajian Huatai United Securities Co., Ltd. China Citic Bank Corporation Limited(601998) Co., Ltd
Kang Life Technology Co., Ltd. 4 Co., Ltd. Dalian Branch
4 Meinian Onehealth Healthcare Holdings Co.Ltd(002044) Huatai United Securities Ping An Bank Co.Ltd(000001) Co., Ltd. has completed the performance
Limited liability company Shanghai Branch
5 Meinian Onehealth Healthcare Holdings Co.Ltd(002044) Huatai United Securities has completed the performance of shares of Shanghai Pudong Development Bank
Limited liability company Qingpu sub branch
6 Meinian Onehealth Healthcare Holdings Co.Ltd(002044) Huatai United Securities China Citic Bank Corporation Limited(601998) Co., Ltd. has completed the performance
Limited liability company Shanghai Branch
There is no significant difference between the tripartite supervision agreement on raised funds signed by the listed company and the four party supervision agreement on raised funds and the model tripartite supervision agreement of Shenzhen Stock Exchange, and there is no problem in the performance of the supervision agreement.
(II) storage of raised funds
According to the requirements of the measures for the administration of raised funds of listed companies, the raised funds shall be stored in a special account, and the use of raised funds shall strictly follow the examination and approval procedures, so as to ensure that the special funds are used for special purposes.
As of December 31, 2021, the special account of funds raised by non-public offering of listed companies is as follows:
Unit: RMB 10000
Deposit unit bank name bank account number deposit balance
Meinian Onehealth Healthcare Holdings Co.Ltd(002044) China Minsheng Banking Corp.Ltd(600016) Beijing 6311895023.46 branch
Meinian Onehealth Healthcare Holdings Co.Ltd(002044) Ping An Bank Co.Ltd(000001) Shanghai Branch 15 Yifan Pharmaceutical Co.Ltd(002019) 100889 closed account
Meinian Onehealth Healthcare Holdings Co.Ltd(002044) Shanghai Pudong Development Bank Co.Ltd(600000) 9755007888018 Shenzhen Zhenye(Group)Co.Ltd(000006) 20 account closed
Qingpu sub branch
Meinian Onehealth Healthcare Holdings Co.Ltd(002044) China Citic Bank Corporation Limited(601998) Shanghai Branch 8110201013601096017 has been transferred to general account
Shanghai Meizhi China Citic Bank Corporation Limited(601998) Shanghai Branch 81102010133012357637659.40
Dalian meinian technology China Citic Bank Corporation Limited(601998) Dalian Branch 8110401014400550403655.10
Total 831796
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.
Note 2: Ping An Bank Co.Ltd(000001) Shanghai Branch raised funds special account 15 Yifan Pharmaceutical Co.Ltd(002019) 100889 was originally used for "biological sample bank construction project". Due to the termination of the project, the remaining raised funds and interest have been permanently replenished, and the account has been closed on November 2, 2021.
Note 3: Shanghai Pudong Development Bank Co.Ltd(600000) Qingpu sub branch raised funds special account 9755007888018 Shenzhen Zhenye(Group)Co.Ltd(000006) 20, the original purpose is "biological"
3 Shanghai Meizhi Information Technology Co., Ltd. is a wholly-owned subsidiary of a listed company, hereinafter referred to as "Shanghai Meizhi".
Dalian meinianda Health Life Technology Co., Ltd. is a wholly-owned subsidiary of a listed company, hereinafter referred to as "Dalian meinian technology".
Sample library construction project ". Due to the termination of the project, the remaining raised funds and interest have been permanently replenished, and the account has been closed on November 29, 2021. Note 4: China Citic Bank Corporation Limited(601998) Shanghai Branch special fund raising account 8110201013601096017 was originally used for "terminal information security upgrading project (IT department), management system upgrading project (other departments) and supplementary working capital". As the raised funds have been used as planned, but it is expected that the account will still be used in the future, the account has been converted to a general account on December 29, 2021.
3、 Actual use of raised funds this year
(I) use of funds for investment projects with raised funds
Refer to the attached table of this verification opinion for the comparison table of fund use of non-public development bank stock raised fund projects.
(II) changes in the place and mode of implementation of the project invested with raised funds
During the reporting period, there was no change in the implementation place and implementation mode of the investment project with raised funds in the listed company.
(III) advance investment and replacement of investment projects with raised funds
During the reporting period, there was no advance investment and replacement of investment projects with raised funds in listed companies. (IV) temporary replenishment of working capital with idle raised funds
The listed 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, deliberated and adopted the proposal on using some idle raised funds to temporarily supplement working capital. On the premise of ensuring that the construction of investment projects with raised funds and the use of raised funds are not affected, It is agreed that the listed company will use part of the idle raised funds of no more than 500 million yuan to temporarily supplement the working capital, and the service life shall not exceed 12 months. The specific time shall be calculated from the date of deliberation and approval by the board of directors of the listed company. Before the expiration, the listed company will return the part of the funds to the special account for raised funds in time and in full.
As of December 31, 2021, the temporarily idle raised funds used by listed companies to temporarily supplement working capital were RMB 500 million.
On January 12, 2022, the listed company has returned all the raised funds temporarily replenishing working capital to the special account for raised funds in advance.
(V) cash management with idle raised funds
The listed company held the 17th (Interim) meeting of the seventh board of directors on June 15, 2020
The proposal on cash management is to ensure that the construction of investment projects with raised funds and the use of raised funds are not affected
Under the premise, it is agreed that the listed company shall use the temporarily idle raised funds of no more than 600 million yuan for cash management
The term of investment products with high safety, good liquidity and guaranteed principal shall be from the date of adoption by the board of directors
From May 31, 2021 to May 31, 2021, these capital lines can be used on a rolling basis within the above-mentioned period and are authorized to be listed
The legal representative of the company or the authorized representative of the legal representative shall exercise the right within the above use period and limit
Make investment decisions and sign relevant contract documents. Listed companies in June 2020
