Sponsor and co lead underwriter
About China Greatwall Technology Group Co.Ltd(000066) non-public offering of shares
Report on the issuance process and the compliance of subscribers
China Securities Regulatory Commission:
Approved by the reply on approving China Greatwall Technology Group Co.Ltd(000066) non-public development shares (zjxk [2021] No. 3926) of China Securities Regulatory Commission (hereinafter referred to as “CSRC”), China Greatwall Technology Group Co.Ltd(000066) (hereinafter referred to as ” China Greatwall Technology Group Co.Ltd(000066) “, “issuer” and “company”) include the company’s shareholder China Electronics Co., Ltd. (hereinafter referred to as “CLP”) 16 specific objects, including China Power Financial Investment Holding Co., Ltd. (hereinafter referred to as “China power financial holding”), privately issued 285603151 shares at an issue price of 13.96 yuan / share, with a total raised capital of 3987019987.96 yuan (hereinafter referred to as “this offering”).
The recommendation institution (lead lead lead underwriter) China Securities Co.Ltd(601066) (hereinafter referred to as “recommendation institution (lead lead lead underwriter)” or ” China Securities Co.Ltd(601066) securities”) and the joint lead underwriters China Merchants Securities Co.Ltd(600999) ( China Securities Co.Ltd(601066) and China Merchants Securities Co.Ltd(600999) collectively referred to as “joint lead underwriters”) of the non-public offering of shares are in accordance with the company law of the people’s Republic of China, the securities law of the people’s Republic of China The measures for the administration of securities issuance by listed companies, the measures for the administration of securities issuance and underwriting, the detailed rules for the implementation of non-public offering of shares by listed companies and other relevant laws, regulations, rules and regulations, as well as China Greatwall Technology Group Co.Ltd(000066) the resolutions of the board of directors and the general meeting of shareholders on this issuance jointly organized and implemented this issuance with the issuer, The issuance process and compliance of this offering are reported as follows: I. overview of this non-public offering
(I) issue price
The pricing benchmark date of this offering is the first day of the offering period, i.e. December 31, 2021. This issuance adopts inquiry issuance, and the issuance price is determined to be no less than 80% of the average trading price of the company’s shares in the 20 trading days before the pricing benchmark date (the average trading price of the company’s shares in the 20 trading days before the pricing benchmark date = the total trading volume of the company’s shares in the 20 trading days before the pricing benchmark date / the total trading volume of the company’s shares in the 20 trading days before the pricing benchmark date), that is, no less than 11.17 yuan / share.
The issuer and the joint lead underwriters shall determine the subscription object and make the placement in accordance with the principles of price priority, amount priority and time priority. The issuer and the lead underwriter determined the issue price of 13.96 yuan / share on the basis of the quotation of all valid investors.
(II) issuing object, issuing quantity and amount of raised funds
The number of shares in this non-public offering is 285603151, which is in line with the 50th meeting of the seventh board of directors of the issuer, the sixth extraordinary general meeting of shareholders in 2020 The resolution of the 67th meeting of the seventh board of directors and the requirements of the non-public offering of no more than 878454615 (inclusive) new shares in the reply on approving China Greatwall Technology Group Co.Ltd(000066) non-public development shares (zjxk [2021] No. 3926) of the CSRC.
The objects of this non-public offering and the number of subscriptions are as follows:
Sequence name of issuing object subscription amount (yuan) number of issued shares (share) No
1 China Electronics Co., Ltd. 74999994.88 53724928
Zhongdian Financial Investment Holding Co., Ltd. 34999996.68 25071633
3. Industrial investment fund Co., Ltd. 79999996.40 57306590
4 Guohua fund 418220101.60 29958460
5. Guoxin Shuangbai No. 1 (Hangzhou) equity investment partnership (limited to 39999998.20 28653295 partners)
6 Hangzhou Xintong equity investment partnership (limited partnership) 199999992.12 14326647
7 China North Industry Co., Ltd. 159999999.28 11461318
8 CAITONG Fund Management Co., Ltd. 152699994.20 10938395
9 Shenzhen Zhongrong Harbin investment rescue investment partnership (limited partnership) 9999989.08 7163323
10 Jiangsu Huaihai New Energy Vehicle Co., Ltd. 9999989.08 7163323
11 Dongying Linglong Jinshan Investment Management Co., Ltd. – Linglong Xinchuang No. 1 private 9999989.08 7163323 raised equity investment fund
12 Chongqing Nanfang industrial equity investment fund partnership (limited partnership) 9999989.08 7163323
13 South Tianchen (Beijing) Investment Management Co., Ltd. – South tianchenjing 90099989.84 6454154 Sheng phase 11 private securities investment fund
14 Nanfang Industrial Asset Management Co., Ltd. 89999994.36 6446991
15 Shenzhen Shenzhen Zhongjin Lingnan Nonfemet Co.Ltd(000060) Futures Co., Ltd. 87999987.04 6303724
16 Shenzhen Shenzhen Zhongjin Lingnan Nonfemet Co.Ltd(000060) Capital Operation Co., Ltd. 87999987.04 6303724
Total 3987019987.96 285603151
The issuing object complies with the provisions of relevant laws and has signed a subscription agreement with the issuer.
All issuers subscribe for the common shares of this non-public offering in cash.
(III) restricted period for issuing shares
After the completion of this non-public offering, the shares of this non-public offering subscribed by CLP limited and CLP financial holding shall not be transferred within 36 months from the date of completion of the offering; The shares subscribed by other issuers for this non-public offering shall not be transferred within 6 months from the date of completion of the offering. After the end of the restricted sale period, the transfer of the shares subscribed by the issuing object will be implemented in accordance with the company law of the people’s Republic of China and other relevant laws and regulations, as well as the relevant provisions of the CSRC and Shenzhen Stock Exchange. The shares acquired by the issuing object from the non-public offering due to the company’s distribution of stock dividends and the conversion of capital reserve shall also comply with the above share locking arrangements.
After verification by the joint lead underwriters, the issue price, issue object, issue quantity, amount of raised funds and the restricted sale period of the issued shares are in line with the company law of the people’s Republic of China, the securities law of the people’s Republic of China, the measures for the administration of securities issuance of listed companies and the measures for the administration of securities issuance and underwriting The relevant provisions of laws, regulations and normative documents such as the detailed rules for the implementation of non-public offering of shares by listed companies comply with the resolutions of the relevant board of directors and general meeting of shareholders of the issuer. 2、 Relevant procedures for the performance of this non-public offering
(I) internal decision-making procedures for the issuance
The issuer has performed the following internal decision-making procedures for this non-public offering:
1. On November 10, 2020, the company held the 50th meeting of the seventh board of directors, deliberated and passed the non-public offering of A-Shares and other related proposals.
2. On November 10, 2020, the company held the 19th meeting of the seventh board of supervisors, deliberated and passed the non-public offering of A-Shares and other related proposals.
3. On November 27, 2020, the company held the sixth extraordinary general meeting of shareholders in 2020, which deliberated and passed relevant proposals such as the non-public offering of shares.
4. On August 20, 2021, the company held the 67th meeting of the seventh board of directors, deliberated and passed the proposal on adjusting the plan for non-public development and issuance of A-Shares in 2020, and revised the contents of the plan for non-public offering of shares.
(II) the approval process of the regulatory authorities for this issuance
1. On August 25, 2020, the company obtained the opinions of the State Administration of science, technology and industry for national defense on the review of China Greatwall Technology Group Co.Ltd(000066) capital operation related to military matters issued by the State Administration of science, technology and industry for national defense
2. On November 26, 2020, the company obtained the reply on China Greatwall Technology Group Co.Ltd(000066) 2020 non-public Development Bank A-share scheme issued by China Electronics.
3. On January 15, 2021, the company’s application for non-public offering of shares was accepted by the CSRC. 4. On November 29, 2021, the issuance Review Committee of the CSRC examined and approved the issuer’s application for this non-public offering of shares.
5. On December 16, 2021, the company received the reply on approving China Greatwall Technology Group Co.Ltd(000066) non-public development of shares issued by China Securities Regulatory Commission (zjxk [2021] No. 3926), which approved the company’s non-public offering of no more than 878454615 new shares. If the total share capital changes due to the conversion of share capital, the number of this offering can be adjusted accordingly; The reply shall be valid within 12 months from the date of approval of issuance.
After verification by the joint lead underwriters, the issuance has been approved and authorized by the board of directors and the general meeting of shareholders of the issuer, approved by the actual controller, passed the review of military matters by the Bureau of science, technology and industry for national defense, and approved by the CSRC. The issuance has fulfilled the necessary internal and external approval procedures. 3、 Specific process of this non-public offering
(I) sending of invitation for subscription
On December 17, 2021, the issuer and the co lead underwriters submitted to the CSRC the list of investors to whom the China Greatwall Technology Group Co.Ltd(000066) non-public development bank intends to send an invitation for subscription, with a total of 237 specific investors. From submitting the list of investors who intend to send the subscription invitation to the CSRC to the launch date (December 30, 2021), 38 new investors expressed their subscription intention to the issuer and the joint lead underwriter.
On December 30, 2021, under the witness of Beijing Zhonglun law firm, the joint lead underwriters issued the invitation for subscription of China Greatwall Technology Group Co.Ltd(000066) non-public Development Bank shares (hereinafter referred to as the “invitation for subscription”) and its attachment China Greatwall Technology Group Co.Ltd(000066) non-public offering stock subscription quotation and attachment (hereinafter referred to as the “subscription quotation”) to the above 275 specific investors. The foregoing subscription objects include: the top 20 shareholders that the issuer can contact after the closing on December 10, 2021 (excluding the controlling shareholders, actual controllers or their controlled affiliates, directors, supervisors, senior managers, joint lead underwriters and their affiliates), 64 securities investment fund management companies, 66 securities companies, 32 insurance companies 93 investors have expressed their intention to subscribe.
(II) subscription quotation and allocation
From 8:30 a.m. to 11:30 a.m. on January 5, 2022, witnessed by Beijing Zhonglun law firm, the joint lead underwriters and the issuer received the application quotation and its attachments replied by 30 investors. Four of them are public funds and do not need to pay security deposit; The remaining 26 companies have submitted the purchase quotation according to the requirements of the invitation for subscription, and paid a total deposit of 1099.02 million yuan in full. The total amount of effective quotation is 630.06 million yuan. The valid quotation and subscription are as follows:
No. subscription price of subscription object (yuan / subscription amount (10000 shares) (yuan)
1 Shenzhen Zhongrong Harbin investment rescue investment partnership (limited partnership) 14.67 10000
2 Jiangsu Huaihai New Energy Vehicle Co., Ltd
3 Dongying Linglong Jinshan Investment Management Co., Ltd. – Linglong Xinchuang No. 1 private placement 14.28 10000
Equity investment fund
14.25 8800
4 Shenzhen Shenzhen Zhongjin Lingnan Nonfemet Co.Ltd(000060) Futures Co., Ltd. 12.85 8800
