CITIC Securities Co., Ltd., China International Capital Corporation Limited
About Shanghai United Imaging Medical Technology Co., Ltd
Adjustment of the internal investment structure of some fundraising projects and verification opinions on postponement
CITIC Securities Co., Ltd. (hereinafter referred to as "CITIC Securities", "Sponsor") and China International Capital Corporation Limited (hereinafter referred to as "CICC", "Sponsor") are the sponsors of the initial public offering and listing of Shanghai United Imaging Medical Technology Co., Ltd. (hereinafter referred to as the "Company", "United Imaging Healthcare"). In accordance with the Administrative Measures for the Sponsorship Business of Securities Issuance and Listing, the Rules for the Listing of Stocks on the Science and Technology Innovation Board of the Shanghai Stock Exchange, the Self-Regulatory Guidelines for Listed Companies on the Science and Technology Innovation Board of the Shanghai Stock Exchange No. 1 - Standardized Operation, and the Regulatory Guidelines for Listed Companies No. 2 - Regulatory Requirements for the Management and Use of Funds Raised by Listed Companies (Revised in 2022) and other relevant provisions, United Imaging Healthcare has verified the internal investment structure and postponement of some of the investment projects with raised funds (hereinafter referred to as the "fundraising and investment projects"). And issue the following verification opinions:
First, the basic situation of the funds raised
According to the Reply on Agreeing to the Registration of the Initial Public Offering of Shares of Shanghai United Imaging Medical Technology Co., Ltd. (Zheng Jian Xu Xu [2022] No. 1327) issued by the China Securities Regulatory Commission, Shanghai United Imaging Medical Technology Co., Ltd. (hereinafter referred to as the "Company" or "United Imaging Healthcare") is approved to publicly issue RMB ordinary shares (A
shares) 10000000 shares, the issue price is 109.88 yuan per share, and the total amount of funds raised is 1098800000 yuan. firm
The total amount of proceeds after deducting all share issuance expenses (including excluding VAT, underwriting and sponsorship fees and other issuance expenses) of RMB264,158,460.63 was RMB10,723,841,539.37. The above-mentioned raised funds have been verified by PricewaterhouseCoopers Zhongtian Certified Public Accountants (Special General Partnership), and the PricewaterhouseCoopers Zhongtian Verification (2022) No. 0687 "Capital Verification Report" has been issued. After the raised funds are received, the company stores the raised funds in a special account and signs with the sponsor institution and the bank where the raised funds are deposited
Signed a special account storage supervision agreement for raised funds. For details, please refer to the Company's disclosure above on August 19, 2022
"Announcement on the Listing of Shanghai United Imaging Medical Technology Co., Ltd. on the Science and Technology Innovation Board for Initial Public Offering" on the website of the Shanghai Stock Exchange (www.sse.com.cn).
According to the "Prospectus for the Initial Public Offering of Shares and Listing on the Science and Technology Innovation Board of Shanghai United Imaging Medical Technology Co., Ltd." and the "Announcement on Adjusting the Amount of Raised Funds to be Invested in the Investment Project of Raised Funds", the company's initial public offering of shares and the adjusted plan for the use of raised funds are as follows:
Unit: 10,000 yuan
Serial No. Project Name Total Investment The amount of funds to be raised
1 Next generation product research and development projects 616,792.14 466,235.09
2 Marketing service network project 73,506.31 57,972.88
3 High-end Medical Imaging Equipment Industrialization Fund Project 312,560.30 312,560.30
4 Informatization improvement project 45,158.91 35,615.88
5 Replenishment of liquidity 200,000.00 200,000.00
Total 1,248,017.66 1,072,384,15
As of June 30, 2024, the use of the Company's proceeds is detailed in the Company's August 2024 statement
The "United Imaging Medical's 2024 Semi-annual Special Report on the Deposit and Actual Use of Raised Funds" disclosed on the website of the Shanghai Stock Exchange (www.sse.com.cn) on the 31st.
3. The specific situation and reasons for the adjustment of the fundraising project
On September 26, 2022, the 14th meeting of the first board of directors and the 12th meeting of the first board of supervisors of the company
The meeting deliberated and approved the "Proposal on Using Part of the Raised Funds to Increase Capital to Wholly-owned Subsidiaries to Implement Fund-raising Projects", and agreed that the company will use the raised funds of RMB 131,1627,539 to increase the capital of its wholly-owned subsidiary, Wuhan United Imaging Medical Technology Co., Ltd. (hereinafter referred to as "Wuhan United Imaging"), for the implementation of the "Next Generation Product Research and Development Project", which will be implemented by United Imaging Medical and Wuhan United Imaging.
Combined with the use of the raised funds and future plans, in order to improve the efficiency of the use of funds, the company plans to adjust the internal investment structure of the "next-generation product research and development project" under the condition that the investment content, investment purpose, total investment amount and implementation location of the raised investment funds do not change, Wuhan United Imaging will reduce the investment amount by 750 million yuan, and provide the funds to United Imaging Medical through borrowing, and United Imaging Medical will increase the investment amount by 750 million yuan at the same time. The Wuhan United Imaging segment mainly includes the research and development of high-voltage generators and tubes of the Power Components Division and high-end color ultrasound and economical color ultrasound of the Ultrasound Division. According to the overall budget of the project and the current investment progress, the company expects that the adjusted amount can ensure the capital needs of the R&D project, and the funds that have been invested will not be wasted due to the internal structural adjustment.
After the adjustment, the specific situation of the adjustment of the "Next Generation Product R&D Project" is as follows:
Unit: 10,000 yuan
Project Name Proposed investment and fundraising before adjustment Proposed investment and fundraising after adjustment Adjustment amount
Funding Funding
United Imaging Medical 335,072.34 410,072.34 75,000.00
-Capital investment 29,452.86 6,479.14 -22,973.72
-Personnel costs 172,729.79 333,224.78 160,494.99
- Material costs 132,889.69 70,368.42 -62,521.27
Wuhan United Imaging 131,162.75 56,162.75 -75,000.00
-Capital investment 5,640.00 3,111.42 -2,528.58
-Personnel costs 117,115.22 47,305.88 -69,809.34
- Material costs 8,407.53 5,745.45 -2,662.08
Total 466,235.09 466,235.09 /
Note: If the total does not match the mantissa of the sum of the sub-values, it is due to rounding.
Due to the characteristics of the informatization improvement project, the early supplier and product decision-making process is longer, and the investment occurs late, combined with the use of raised funds and future plans, in order to improve the efficiency of the use of funds, in the case of no change in the investment content, investment purpose, total investment amount and implementation location of the raised investment funds, the company intends to adjust the internal investment structure of the "informatization improvement project", and the funds that have been invested will not be wasted because of this adjustment.
The specific situation of the adjustment of the "informatization improvement project" is as follows:
Unit: 10,000 yuan
Project Name Proposed investment and fundraising before adjustment Proposed investment and fundraising after adjustment Adjustment amount
Funding Funding
IT infrastructure 10,417.64 12,109.40 1,691.76
Financial Operation System 1,969.56 1,474.50 -495.06
Product R&D System 1,381.90 3,668.44 2,286.54
Production Operation System 1,955.31 1,809.29 -146.02
Data Governance Center 7,002.08 5,260.47 -1,741.61
Sales Operations System 7,094.68 3,233.92 -3,860.76
Information Security 5,036.09 4,405.68 -630.41
Administrative management system 758.62 3,654.18 2,895.56
Total 35,615.88 35,615.88 /
Note: If the total does not match the mantissa of the sum of the sub-values, it is due to rounding.
The amount of the reduction involved in the detailed projects under the "next-generation product research and development project" and "informatization improvement project" is based on the actual progress of the project, and the company intends to perform the decision-making procedures in accordance with the regulations and use its own funds to solve the problem.
During the implementation of the company's fund-raising project "High-end Medical Imaging Equipment Industrialization Fund Project", the progress was delayed due to unforeseen factors in the construction process and the difficulty of construction.
Project Name Expected to reach the scheduled before the adjustment is expected to be possible After the adjustment, it is expected to reach the scheduled possible
Usage Status Usage status
High-end Medical Imaging Equipment Industrialization Fund Project January 2025 January 2026
Fourth, the impact of this adjustment on the company
The adjustment of the internal investment structure of some fund-raising projects and the extension of the implementation period of the fund-raising projects are prudent decisions made by the company according to the actual situation, the company's business development and future strategic planning, and have not changed the implementation subject of the fund-raising projects and the total amount of funds raised, and will not have a substantial adverse impact on the implementation of the fund-raising projects, and there is no disguised change in the investment direction of the raised funds, and the interests of the company and shareholders have not been harmed.
The company strictly abides by the relevant requirements of laws, regulations and normative documents such as the Regulatory Guidelines for Listed Companies No. 2 - Regulatory Requirements for the Management and Use of Raised Funds by Listed Companies and the Self-Regulatory Guidelines for Listed Companies on the Science and Technology Innovation Board of the Shanghai Stock Exchange No. 1 - Standardized Operation, and makes scientific and reasonable decisions to ensure the legal and effective use of raised funds. The adjustment and postponement of some fundraising projects are conducive to further optimizing the company's resource allocation and will not have a significant adverse impact on the company's production, operation and business development.
5. The internal decision-making procedures performed by the company
(1) Deliberations of the Board of Directors
The company held the fifteenth meeting of the second board of directors and the tenth meeting of the second board of supervisors, deliberated and passed the "Proposal on Adjusting the Internal Investment Structure and Postponement of Some Fund-raising and Investment Projects", comprehensively considering the implementation of the current fund-raising projects, in order to improve the efficiency of the use of raised funds, agreed to adjust the internal investment structure of the "next-generation product research and development project" and "informatization improvement project", and agreed to the "high-end medical imaging equipment industrialization fund project"
The estimated date of reaching the intended usable status has been extended from the original date of January 2025 to January 2026.
(2) Opinions of the Board of Supervisors
The board of supervisors of the company believes that the adjustment of the internal investment structure and postponement of some fund-raising projects is a prudent decision made by the company according to the actual situation, the company's business development and future strategic planning, and does not change the implementation of the fund-raising project and the total amount of raised funds, will not adversely affect the implementation of the fund-raising project, does not change the investment direction of the raised funds in disguise, does not harm the interests of the company and shareholders, and conforms to the "Regulatory Guidelines for Listed Companies No. 2 - Regulatory Requirements for the Management and Use of Raised Funds by Listed Companies" Shanghai Stock Exchange Science and Technology Innovation Board Listed Companies Self-Regulatory Guidelines No. 1 - Standardized Operation" and other relevant requirements of laws, regulations and normative documents. Therefore, the Board of Supervisors agreed to the "Proposal on Adjusting the Internal Investment Structure and Postponement of Some Fundraising and Investment Projects".
6. Verification opinions of the sponsor institution
After verification, the sponsor believes that:
The adjustment of the internal investment structure and postponement of some of the fundraising projects have been deliberated and approved by the board of directors and the board of supervisors of the company, and the necessary decision-making procedures have been fulfilled and the requirements of relevant laws and regulations have been fulfilled. The company's adjustment of the internal investment structure and postponement of some fund-raising projects is an arrangement made by the company according to the changes in the implementation conditions of the original project and its own business development needs, and the company's adjustment of the internal investment structure of some fund-raising projects and the postponement have not changed the implementation of the fund-raising project and the total amount of raised funds, which will not have a substantial adverse impact on the implementation of the fund-raising project, and there is no disguised change in the investment direction of the raised funds and damage to the interests of the company and shareholders.
In summary, the sponsor has no objection to United Imaging Healthcare's adjustment of the internal investment structure and postponement of some fundraising projects.
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(There is no text on this page, it is the signature page of CITIC Securities Co., Ltd. and China International Capital Corporation Limited on the Verification Opinions of CITIC Securities Co., Ltd. and China International Capital Corporation on the Adjustment and Postponement of the Internal Investment Structure of Some Fundraising Projects of Shanghai United Imaging Medical Technology Co., Ltd.)
Sponsor Representative:
Jiao Yanyan Shao Caijie
CITIC Securities Co., Ltd
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Sponsor Representative:
Zhang Jianke, Zhang Xiaoyong
China International Capital Corporation Limited
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