Sinolink Securities Co.Ltd(600109)
About Hunan Dajia Weikang Pharmaceutical Industry Co., Ltd
Verification opinions on permanent replenishment of working capital with some over raised funds
Sinolink Securities Co.Ltd(600109) (hereinafter referred to as ” Sinolink Securities Co.Ltd(600109) ” or “sponsor”) is a sponsor of Hunan Dajia Weikang Pharmaceutical Industry Co., Ltd. (hereinafter referred to as “Dajia Weikang” or “company”) for initial public offering and listing on the gem, In accordance with the measures for the administration of securities issuance and listing recommendation business, the guidelines for the supervision of listed companies No. 2 – regulatory requirements for the management and use of raised funds by listed companies, the Listing Rules of GEM stocks of Shenzhen Stock Exchange and the guidelines for the standardized operation of GEM listed companies of Shenzhen stock exchange, Prudential verification has been conducted on the use of some over raised funds by Dajia Weikang to permanently supplement working capital. The verification results and verification opinions are as follows:
1、 Basic information of raised funds
With the approval of China Securities Regulatory Commission on the registration of initial public offering of Hunan Dajia Weikang Pharmaceutical Industry Co., Ltd. (zjxk [2021] No. 3367), the company issued 51626425 ordinary shares with a par value of RMB 1.00 per share and an issue price of RMB 12.37 per share, The total amount of raised funds is 638618877.25 yuan, the issuance expenses excluding tax are 69148947.10 yuan, and the net amount of raised funds is 569469930.15 yuan.
The above raised funds have been verified by Tianjian Certified Public Accountants (special general partnership) and issued the capital verification report (Tianjian Yan [2021] No. 2-52). The company has established a special account for the raised funds, and signed a supervision agreement on the raised funds with the deposit bank and the sponsor to manage the deposit and use of the raised funds.
2、 The plan of using part of the over raised funds to permanently supplement the working capital
On the premise of ensuring the capital demand for the construction of projects invested with raised funds and the normal progress of projects invested with raised funds, in order to meet the demand for working capital, improve the use efficiency of raised funds and further improve the profitability of the company, In accordance with the guidelines for the supervision of listed companies No. 2 – regulatory requirements for the management and use of raised funds by listed companies, the Listing Rules of GEM stocks of Shenzhen Stock Exchange and the guidelines for the standardized operation of GEM listed companies of Shenzhen Stock Exchange, and in combination with its actual operation, the company plans to use 17 million yuan of over raised funds to permanently supplement working capital, Accounting for 28.61% of the total over raised funds, not exceeding 30% of the total over raised funds.
3、 The company’s relevant instructions and commitments on the permanent replenishment of working capital with some over raised funds this time do not conflict with the implementation plan of the investment project with raised funds, do not affect the normal progress of the investment project with raised funds, and do not change the investment direction of raised funds in a disguised manner and damage the interests of shareholders.
The company promises that it shall not make high-risk investments such as securities investment and derivatives trading and provide financial assistance to objects other than holding subsidiaries within 12 months after permanent replenishment of working capital. The amount used for permanent replenishment of working capital shall not exceed 30% of the total amount of over raised funds in every twelve months.
4、 Relevant review procedures and opinions
(I) deliberations of the board of directors
The company held the 9th meeting of the 3rd board of directors on January 12, 2022, deliberated and passed the proposal on using part of the over raised funds to permanently supplement the working capital, agreed to use the over raised funds of RMB 17 million to permanently supplement the working capital, and submitted it to the general meeting of shareholders for deliberation.
(II) opinions of independent directors
The independent directors believe that in order to meet the daily business needs of the company, the company will use the over raised funds to permanently supplement the working capital, which will not conflict with the implementation plan of the investment project of the raised funds, and there is no situation of changing the investment direction of the raised funds in a disguised manner and damaging the interests of shareholders. The company uses the over raised funds to permanently supplement the working capital. The contents and procedures comply with the 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 standardized operation of companies listed on the gem of Shenzhen Stock Exchange, which is conducive to improving the use efficiency of raised funds and further improving the profitability of the company, In line with the interests of the company and all shareholders. Therefore, we unanimously agree that the company will use part of the over raised funds to permanently supplement the working capital, and agree to submit the proposal to the general meeting of shareholders of the company for deliberation.
(III) deliberation of the board of supervisors
The company held the fifth meeting of the third board of supervisors on January 12, 2022, and deliberated and passed the proposal on using part of the over raised funds to permanently supplement the working capital. The board of supervisors held that the company’s use of part of the over raised funds to permanently supplement the working capital is conducive to improving the use efficiency of the raised funds, reducing the company’s financial expenses and in line with the interests of the company and all shareholders, Comply with the requirements of relevant provisions such as the Listing Rules of GEM stocks of Shenzhen Stock Exchange, the guidelines for the standardized operation of companies listed on gem of Shenzhen Stock Exchange, the regulatory guidelines for listed companies No. 2 – regulatory requirements for the management and use of raised funds by listed companies, and will not conflict with the implementation plan of investment projects with raised funds, It does not affect the normal implementation of the investment projects with raised funds, and there is no situation of changing the investment direction of raised funds in a disguised form and damaging the interests of shareholders. Therefore, the board of supervisors agreed to use the over raised capital of 17 million yuan to permanently supplement the working capital.
5、 Verification opinions of the recommendation institution
After verification, the recommendation institution believes that:
The company’s use of some over raised funds to permanently supplement working capital has been deliberated and approved by the board of directors and the board of supervisors of the company. The independent directors have expressed clear consent and fulfilled the necessary approval procedures, which need to be submitted to the general meeting of shareholders of the company for deliberation. The above matters of the company comply with the relevant laws, regulations and normative documents, such as the Listing Rules of GEM stocks of Shenzhen Stock Exchange, the guidelines for the standardized operation of GEM listed companies of Shenzhen Stock Exchange, the regulatory guidelines for listed companies No. 2 – regulatory requirements for the management and use of raised funds of listed companies.
In conclusion, the recommendation institution has no objection to the company’s use of some over raised funds to permanently supplement working capital.
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