Securities code: 002044 securities abbreviation: Meinian Onehealth Healthcare Holdings Co.Ltd(002044) Announcement No.: 2022-007 Meinian Onehealth Healthcare Holdings Co.Ltd(002044)
Announcement on temporarily replenishing working capital with some idle raised funds
The company and all members of the board of directors guarantee that the information disclosed is true, accurate and complete without false records, misleading statements or major omissions.
Meinian Onehealth Healthcare Holdings Co.Ltd(002044) (hereinafter referred to as “the company”, “the company” or ” Meinian Onehealth Healthcare Holdings Co.Ltd(002044) “) held the 6th (Interim) meeting of the 8th board of directors and the 23rd (Interim) meeting of the 7th board of supervisors on January 13, 2022, 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 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, and the company will timely Return this part of funds to the special account for raised funds in full. The details are as follows:
1、 Basic information of raised funds
With the approval of the reply on approving Meinian Onehealth Healthcare Holdings Co.Ltd(002044) non-public shares issued by China Securities Regulatory Commission (hereinafter referred to as “CSRC”) (zjxk [2019] No. 1556), the company issued 177139393 RMB ordinary shares (A shares) by means of 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.
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 the company on October 29, 2019.
2、 Use of the raised funds
As of December 31, 2021, the planned investment and actual investment of funds raised by non-public offering of shares are as follows:
Unit: 10000 yuan
Project name raised funds proposed raised funds raised funds transferred raised funds actual raised funds raised fund balance No. investment amount after adjustment net 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 project 17920.00 17920.00
Management system upgrade project 57547.171 13194.58 7216.59 4 6540.00 6540.00
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 with idle raised funds in the previous time
On January 22, 2021, the company held the 23rd (Interim) meeting and the 7th Meeting of the 7th board of directors
The 11th (Interim) meeting of the th session of the board of supervisors deliberated and adopted the regulations on temporary compensation for the use of some idle raised funds
Proposal on replenishing working capital, before 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 part of the idle raised funds of RMB 500 million to temporarily supplement the working capital, which will last for a long time
No more than 12 months. For details, please refer to the temporary notice on using some idle raised funds disclosed by the company
Announcement on replenishing working capital (Announcement No.: 2021-007).
During the period when the company uses some idle raised funds to supplement working capital temporarily, it is used to supplement working capital temporarily
The amount of the fund is 500 million yuan, the use amount does not exceed 500 million yuan, and the fund is reasonably adjusted
There is no situation of changing the purpose of the raised funds in a disguised form.
On January 12, 2022, the company has used its own funds of RMB 500 million to repay the above temporary supplementary current
All the raised funds shall be deposited into the special account for raised funds of the company. Previously used for temporary replenishment of working capital
All the raised funds have been returned to the raised funds account.
4、 Temporary replenishment of working capital with some idle raised funds this time
During the implementation of the project invested by the raised funds of the company, due to the actual needs of the project, it needs to be invested gradually
Raised funds. According to the construction progress of the investment project with raised funds, the idle raised funds are expected to be about 460 million yuan
1. The net amount of raised funds is 4048.5% less issuance expenses After 830000 yuan, the net amount in the special account China Citic Bank Corporation Limited(601998) of the company’s raised funds.
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
On February 8, 2021, the first extraordinary general meeting of shareholders in 2021 was held, and the “on terminating some raised investment projects and transferring the remaining
The proposal on permanent replenishment of working capital with raised funds agrees that the company shall terminate the construction of “biological sample bank” for investment projects funded by non-public offering of shares
Project “, and the remaining raised funds of the project are RMB 90 million (including interest), and the specific amount is based on the funds in the special account of the project at the time of actual transfer
The balance shall prevail) shall be used for permanent replenishment of working capital.
3. Net amount excluding interest income deducting handling charges is RMB 2075 RMB 0.03 million, including the issuance expenses included in the early stage, but less paid due to the preferential tax treatment for the epidemic situation
The stamp duty is 511500 yuan.
Yuan. Based on the principle of maximizing shareholders’ interests, in order to improve the use efficiency of raised funds and reduce the company’s financial expenses, on the premise of ensuring that the construction of investment projects and the use of raised funds will not be affected, the company plans to use some idle raised funds of no more than RMB 460 million to temporarily supplement working capital, and the service life shall not exceed 12 months from the date of deliberation and approval by the board of directors, The fund raised this time to supplement working capital is expected to save financial expenses of RMB 17.48 million (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 company’s commitment).
When the company uses idle raised funds to supplement working capital, it is limited to the production and operation related to its main business, changes the purpose of raised funds or affects 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 company promises to return some idle raised funds to the special account for raised funds in time before the expiration of the period for temporarily replenishing working capital. 5、 Opinions issued by independent directors, board of supervisors and recommendation institutions
1. Opinions of independent directors
After verification, the independent directors believe that the company’s use of idle raised funds of no more than RMB 460 million to temporarily supplement working capital is conducive to improving the use efficiency of funds and reducing the company’s financial expenses, which is in line with the interests of all shareholders of the company. The decision-making procedures for temporarily replenishing working capital with some idle raised funds comply with the relevant provisions of the regulatory guidelines for listed companies No. 2 – regulatory requirements for the management and use of raised funds by listed companies (revised in 2022) and the self regulatory guidelines for listed companies No. 1 – standardized operation of listed companies on the main board of the CSRC, It does not conflict with the implementation plan of the investment project with raised funds, and does not affect the normal progress of the investment project with raised funds, nor does it change the investment direction of raised funds in a disguised manner and damage the interests of shareholders. Therefore, we agree that the company will use some idle raised funds to supplement working capital temporarily, with a service life of no more than 12 months, and return them to the special account for raised funds before expiration.
2. Opinions of the board of supervisors
The board of supervisors held that the idle raised funds with the use amount of no more than RMB 460 million were used to supplement the working capital temporarily, and the relevant procedures were in line with the relevant provisions of the guidelines for the supervision of listed companies No. 2 – regulatory requirements for the management and use of raised funds of listed companies (revised in 2022) of the CSRC, and did not conflict with the implementation plan of the investment projects with raised funds, It will not affect the normal progress of the investment project with raised funds. Therefore, we agree to the company’s use of some idle raised funds to temporarily supplement working capital.
3. Verification opinions of the recommendation institution
After verification, the sponsor Huatai United Securities Co., Ltd. believes that: Meinian Onehealth Healthcare Holdings Co.Ltd(002044) it is planned to use part of the idle raised funds to temporarily supplement the 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 the 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 Co., Ltd. agrees to Meinian Onehealth Healthcare Holdings Co.Ltd(002044) use some idle raised funds to supplement working capital temporarily.
6、 Documents for future reference
1. Resolutions of the 6th (Interim) meeting of the 8th board of directors;
2. Resolutions of the 23rd (Interim) meeting of the 7th board of supervisors;
3. Independent opinions of independent directors on matters related to the sixth (Interim) meeting of the eighth board of directors of the company;
4. 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.
It is hereby announced.
Meinian Onehealth Healthcare Holdings Co.Ltd(002044)
Board of directors
January 13, 2002
