Great Wall Securities Co., Ltd. Audit Opinion on Shenzhen Open Medical Technologies Co., Ltd.'s Use of Partially Idle Raised Funds for Cash Management
Great Wall Securities Co., Ltd. ("Great Wall Securities," "Sponsor") is the sponsor of Shenzhen Open Medical Technologies Co., Ltd. ("Open Medical" or "the Company") for its targeted issuance. In accordance with the "Administrative Measures for Securities Issuance and Listing Sponsorship Business," the "Shenzhen Stock Exchange GEM Stock Listing Rules," the "Supervision Measures for the Management of Raised Funds by Listed Companies," and the "Shenzhen Stock Exchange Listed Company Self-Regulatory Guidelines No. 2 - Norms for the Operation of GEM Listed Companies," Great Wall Securities has prudently audited the matter of Open Medical's use of partially idle raised funds for cash management. The specific situation and audit opinion are as follows:
I. Basic Situation of Raised Funds
With the approval of the China Securities Regulatory Commission's "Approval on the Registration of Shenzhen Open Medical Technologies Co., Ltd.'s Targeted Issuance of Shares" (Document No. [2021]668), the Company issued 27,851,745 ordinary shares (A shares) to specific targets at an issuance price of RMB 27.79 per share. The total raised funds amounted to RMB 773,999,993.55. After deducting issuance expenses (excluding tax) totaling RMB 4,944,026.20, the net raised funds were RMB 769,055,967.35. Of this amount, RMB 27,851,745.00 was included in the share capital, and RMB 741,204,222.35 was included in the capital reserve (share premium). Tianjian Certified Public Accountants (Special General Partnership) issued the "Capital Verification Report of Shenzhen Open Medical Technologies Co., Ltd." (Document No. Tianjian Verification [2021]3-78) on the arrival of these raised funds.
The Company has deposited the aforementioned raised funds into a special account for raised funds and has signed a "Tripartite Supervision Agreement for Raised Funds" with the sponsor and the commercial bank where the raised funds are deposited.
According to the Company's "Shenzhen Open Medical Technologies Co., Ltd. 2020 Targeted Issuance of Shares Prospectus (Registration Draft)," the raised funds from the targeted issuance are to be invested in the following projects: "Ultrasound and Endoscope Product R&D Project," "Headquarters Base Construction Project," and "Songshan Lake Open Medical Device R&D and Production Project." The implementation entities are Open Medical and its wholly-owned subsidiary Guangdong Open Medical Technologies Co., Ltd. (hereinafter referred to as "Guangdong Open").
Given that the net amount of raised funds from the Company's targeted issuance of shares was less than the originally planned total investment amount, the third board of directors' sixth meeting and the third supervisory board's sixth meeting deliberated and approved the "Proposal on Adjusting the Use Plan of Raised Funds and Providing Loans to Wholly-Owned Subsidiaries with Raised Funds to Implement Investment Projects." The specific investment amounts for each raised fund investment project were adjusted. The raised funds from the targeted issuance of shares, after deducting issuance expenses, will be fully used for the following projects: