Huatai United Securities Co., Ltd
About Meinian Onehealth Healthcare Holdings Co.Ltd(002044)
Verification opinions on temporarily replenishing working capital with some idle raised funds
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) ” or “listed company”), in accordance with the measures for the administration of securities issuance and listing recommendation business and the guidelines for self discipline supervision of listed companies of Shenzhen Stock Exchange No. 13 – recommendation business According to the requirements of relevant laws and regulations such as the guidelines for self discipline supervision of listed companies of Shenzhen Stock Exchange No. 1 – standardized operation of listed companies on the main board, Huatai United Securities Co., Ltd. (hereinafter referred to as “Huatai United Securities” or “sponsor”) has verified the temporary replenishment of working capital by Meinian Onehealth Healthcare Holdings Co.Ltd(002044) using some idle raised funds, The details of verification are as follows:
1、 Basic information of raised funds
Approved by the reply on approving Meinian Onehealth Healthcare Holdings Co.Ltd(002044) non-public development shares (zjxk [2019] No. 1556) of China Securities Regulatory Commission, Meinian Onehealth Healthcare Holdings Co.Ltd(002044) issued 177139393 RMB common shares (A shares) by non-public offering, with an issue price of 11.55 yuan / share and a total raised capital of 20459989.15 yuan, After deducting the issuance expenses of 40488318.39 yuan, the net amount of actually raised funds is 2005471670.76 yuan, including 177139393.00 yuan of newly increased share capital and 1828332277.76 yuan of balance, which are included in the capital reserve. All the above raised funds were in place on October 29, 2019 and verified and confirmed by the capital verification report “Ruihua Yan Zi [2019] No. 01620004” issued by Ruihua Certified Public Accountants (special general partnership). Listed companies shall store the raised funds in a special account.
2、 Use of funds raised by listed companies
As of December 31, 2021, the planned investment and actual investment of funds raised by non-public offering of listed companies are as follows:
Unit: 10000 yuan
Project name raised funds proposed to be raised funds raised funds transferred funds actually raised funds raised funds No. investment amount after adjustment net investment amount balance of investment amount
1 biological sample bank construction project 90000.00 90000.00
2 data center construction project 53000.00 53000.00 53000.00 3015.49 49984.51
3 terminal information security upgrade item 17920.00 17920.00
Item 13194.58 7216.59 4 management system upgrade project 6540.00 6540.00 57547.171
5 supplementary working capital 37136.00 37136.00 37136.00 0
6 permanent supplementary working capital 2 0 90000.00 0 90000.00 0
Total 204596.00 204596.00 200547.17 143346.07 57201.103
3、 Temporary replenishment of working capital by listed companies using idle raised funds last time
On January 22, 2021, 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, 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 some idle raised funds of RMB 500 million to temporarily supplement the working capital, and the service life shall not exceed 12 months. For details, see the announcement on temporarily replenishing working capital with some idle raised funds disclosed by the listed company (Announcement No.: 2021-007).
During the period when the listed company uses part of the idle raised funds to temporarily supplement the working capital, the amount used to temporarily supplement the working capital is RMB 500 million, the use amount does not exceed RMB 500 million, and the funds are reasonably arranged and used, and there is no situation of changing the purpose of the raised funds in a disguised manner.
On January 12, 2022, the listed company has used its own funds of RMB 500 million to return the above raised funds for temporary replenishment of working capital, and all of them have been deposited into the special account for raised funds of the listed company. All the funds raised for temporary replenishment of working capital have been returned to the raised capital account.
4、 Temporary replenishment of working capital by listed companies using some idle raised funds this time
During the implementation of the projects invested by the raised funds of listed companies, due to the actual needs of the project, the raised funds need to be gradually invested. According to the construction progress of the projects invested by the raised funds, the idle raised funds are expected to be about 460 million yuan. Based on the principle of maximizing the interests of shareholders, in order to improve the use efficiency of raised funds and reduce the financial expenses of listed companies, on the premise of ensuring that the construction of investment projects and the use of raised funds will not be affected, the net amount of raised funds to be used by listed companies is the net amount in the special account China Citic Bank Corporation Limited(601998) of raised funds after deducting the issuance expenses of 40.4883 million yuan.
2. The 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, and the first extraordinary general meeting of shareholders in 2021 on February 8, 2021, which deliberated and adopted the proposal on terminating some raised investment projects and permanently replenishing the remaining raised funds with working capital, It is agreed that the company shall terminate the “biological sample bank construction project” of the investment project of funds raised by non-public offering of shares, and use the remaining raised funds of the project of RMB 90 million (including interest, the specific amount shall be subject to the fund balance of the special account of the project at the time of actual transfer) to permanently supplement the working capital.
3. The net amount excluding interest income deducting handling charges is RMB 20.7503 million, including the stamp tax fund included in the issuance expenses in the early stage but underpaid due to the epidemic tax preference is no more than RMB 460 million, which is temporarily supplemented with working capital, and the service life is no more than 12 months from the date of deliberation and approval by the board of directors. The raised capital is supplemented with working capital, It is estimated that 17.48 million yuan of financial expenses will be saved (calculated according to the bank’s one-year loan interest rate (LPR) of 3.8% during the use period, which is only the calculation data and does not constitute the commitment of the listed company). When a listed company uses idle raised funds to supplement working capital, it shall only be used for production and operation related to its main business, change the purpose of raised funds or affect the normal progress of the investment plan of raised funds; Do not use idle raised funds to directly or indirectly make high-risk investments such as securities investment and derivatives trading; There is no failure to return the funds raised for temporary replenishment of working capital. The listed company promises to return part of the idle raised funds to the special account for raised funds in time before the expiration of the period for temporarily replenishing working capital.
5、 Relevant procedures for listed companies to temporarily supplement working capital with some idle raised funds this time
On January 13, 2022, the listed company held the 6th (Interim) meeting of the 8th board of directors and the 23rd (Interim) meeting of the 7th board of supervisors, 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 will not be affected, It is agreed that the company will use some idle raised funds of no more than RMB 460 million 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 company. Before the expiration, the company will return this part of funds to the special account for raised funds in time and in full. The independent directors and the board of supervisors expressed clear consent to this matter.
6、 Verification opinions of the recommendation institution
Upon verification, Huatai United Securities believes that:
Meinian Onehealth Healthcare Holdings Co.Ltd(002044) it is proposed to use some idle raised funds to temporarily supplement working capital, which is conducive to reducing the company’s financial expenses, meeting the needs of the company’s business development, improving the use efficiency of raised funds, and in line with the interests of all shareholders. The use of the above raised funds does not change the purpose of the raised funds and damage the interests of shareholders. The above-mentioned plan for the use of raised funds has been reviewed and approved by the board of directors and the board of supervisors of the company, and the independent directors have expressed their consent. After necessary legal procedures, it complies with the relevant provisions of laws and regulations on the use of raised funds of listed companies.
The sponsor Huatai United Securities agreed to Meinian Onehealth Healthcare Holdings Co.Ltd(002044) use some idle raised funds to temporarily supplement working capital. (there is no text on this page, which is the signature page of the verification opinions of Huatai United Securities Co., Ltd. on Meinian Onehealth Healthcare Holdings Co.Ltd(002044) using some idle raised funds to temporarily supplement working capital)
Sponsor representative (signature):
Xia Junfeng, Mou Jing
Huatai United Securities Co., Ltd
