Securities code: 688202 securities abbreviation: Shanghai Medicilon Inc(688202) Announcement No.: 2022-002 Shanghai Medicilon Inc(688202)
Announcement on the resolution of the second meeting of the third board of directors
The board of directors and all directors of the company guarantee that there are no false records, misleading statements or major omissions in the contents of this announcement, and bear legal responsibility for the authenticity, accuracy and integrity of its contents according to law.
1、 Meetings of the board of directors
The second meeting of the third board of directors of Shanghai Medicilon Inc(688202) (hereinafter referred to as “the meeting”) was held on February 10, 2022. The notice of this meeting was sent to all directors by e-mail on January 28, 2022. The meeting was convened and presided over by Mr. Chen Jinzhang, chairman of the board. There were 9 directors who should attend the meeting and 9 directors who actually attended the meeting. The meeting was convened and held in accordance with the company law of the people’s Republic of China and other laws, administrative regulations and the relevant provisions of the Shanghai Medicilon Inc(688202) articles of association, and the meeting was legal and effective.
2、 Deliberations of the board meeting
After deliberation and written vote by the directors present at the meeting, the following proposals were adopted:
1. The proposal on the company meeting the conditions for issuing A-Shares to specific objects was deliberated and adopted
In accordance with the provisions of 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 and registration of listed companies on the science and Innovation Board (for Trial Implementation) and other relevant laws, regulations and normative documents, the board of directors of the company conducted a self-examination on the actual operation and related matters of the company according to the qualifications and conditions of listed companies to issue A-share shares to specific objects, It is considered that the company complies with the relevant provisions of current laws and regulations and normative documents on issuing A-Shares to specific objects, and has the qualifications and conditions for issuing A-Shares to specific objects. Voting results: 9 in favor, 0 against and 0 abstention.
The independent directors expressed their independent opinions.
This proposal shall be submitted to the general meeting of shareholders for deliberation.
2. The proposal on the company’s plan to issue A-Shares to specific objects in 2022 was deliberated and adopted. In accordance with the provisions of relevant laws, regulations and normative documents such as 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 and registration of companies listed on the science and Innovation Board (for Trial Implementation), and in combination with the specific situation of the company, The company has drawn up a plan to issue A-Shares to specific objects this time. The board of directors of the company deliberated and approved the company’s plan to issue A-Shares to specific objects in 2022 (hereinafter referred to as “this issuance”), and the specific contents are as follows:
2.01. Types and par value of shares issued this time
The type of shares issued this time is RMB ordinary shares (A shares) listed in China, with a par value of RMB 1.00 per share.
Voting results: 9 in favor, 0 against and 0 abstention.
2.02 issuance method and time
All the shares issued this time are issued to specific objects. The company will choose an opportunity to implement it within the validity period of the decision of registration made by the CSRC.
Voting results: 9 in favor, 0 against and 0 abstention.
2.03 issuing object and subscription method
The issuing objects of this issuance are no more than 35 (including 35) specific objects in accordance with laws and regulations, including securities investment fund management companies, securities companies, trust companies, finance companies, asset management companies, insurance institutional investors, qualified overseas institutional investors, other domestic legal person investors, natural persons or other qualified investors. Securities investment fund management companies, securities companies, qualified foreign institutional investors and RMB qualified foreign institutional investors who subscribe for more than two products under their management shall be regarded as one issuance object; If a trust company is the issuing object, it can only subscribe with its own funds.
After the issuance is reviewed and approved by Shanghai Stock Exchange and approved by China Securities Regulatory Commission for registration, the final issuance object will be registered by the board of directors or the person authorized by the board of directors within the scope of authorization of the general meeting of shareholders according to the subscription quotation of the issuance in accordance with the provisions of relevant laws and regulations and the requirements of regulatory authorities, It shall be determined through negotiation with the lead underwriter in the form of bidding and in accordance with the principle of price priority.
All issuers subscribe for the shares issued by the company in RMB cash at the same price. Voting results: 9 in favor, 0 against and 0 abstention.
2.04. Pricing base date, issue price and pricing principle
This issue is issued through inquiry. The issue price of this issue is no less than 80% of the average trading price of the company’s shares 20 trading days before the pricing benchmark date, and the pricing benchmark date is the first day of the issuance period. The calculation formula of the above average price is: the average price of stock transactions in the 20 trading days before the pricing benchmark date = the total amount of stock transactions in the 20 trading days before the pricing benchmark date / the total amount of stock transactions in the 20 trading days before the pricing benchmark date.
The final issue price will be determined through consultation with the lead underwriter in accordance with the provisions of relevant laws, regulations and regulatory documents and the subscription quotation of the issuing object, and in accordance with the principle of price priority, in accordance with the provisions of relevant laws, regulations and regulatory documents and the requirements of the regulatory authorities after the application for this issue has obtained the registration document of the CSRC.
During the period from the pricing base date of this issuance to the issuance date, if the company has ex right and ex interest matters such as dividend distribution, share distribution and conversion of capital reserve into share capital, the issuance reserve price of this issuance will be adjusted accordingly. The adjustment method is as follows:
Cash dividend: P1 = p0-d
Share offering or conversion to share capital: P1 = P0 / (1 + n)
Cash distribution and share distribution or share capital conversion: P1 = (p0-d) / (1 + n)
Among them, P0 is the issuance reserve price before adjustment, D is the cash dividend distributed per share, n is the number of shares given or converted into share capital per share, and the issuance reserve price after adjustment is P1.
The final issue price will be determined by the board of directors or the person authorized by the board of directors of the company within the scope of authorization of the general meeting of shareholders according to the application and quotation of the issuing object in accordance with the provisions of relevant laws and regulations and the requirements of the regulatory authorities after the issuance is reviewed and approved by the Shanghai Stock Exchange and the registration decision is made by the CSRC, In the form of bidding, it shall be determined through negotiation with the lead underwriter in accordance with the principle of price priority, but not lower than the above-mentioned issuance reserve price. Voting results: 9 in favor, 0 against and 0 abstention.
2.05 number of issues
The number of shares issued this time shall be determined by dividing the total amount of raised funds by the issue price. At the same time, the number of shares issued this time shall not exceed 30% of the total share capital of the company before the issue to specific objects, that is, the number of shares issued this time shall not exceed 18623864 (including this number). The upper limit of the final number of shares issued shall be subject to the upper limit of issuance approved and registered by the CSRC. The final issuance quantity shall be determined by the board of directors authorized by the general meeting of shareholders of the company through consultation with the sponsor (lead underwriter) of the issuance in accordance with the relevant provisions of laws, regulations and normative documents and the actual situation at the time of issuance after the issuance has been registered by the CSRC.
If the total share capital of the company changes due to dividend distribution, share distribution, conversion of capital reserve into share capital, addition or repurchase of restricted shares from the date of resolution of the board of directors to the date of issuance, the upper limit of the number of shares issued this time will be adjusted accordingly.
If the national laws, regulations and normative documents have new provisions on the number of shares issued this time or the decision of the CSRC to register requires adjustment, the number of shares issued this time will be adjusted accordingly.
Voting results: 9 in favor, 0 against and 0 abstention.
2.06 arrangement of sales restriction period
After the completion of this issuance, the shares of this issuance subscribed by the issuing object shall not be transferred within 6 months from the date of completion of the issuance.
From the completion of this issuance to the expiration of the restriction on sale, the shares obtained by the issuing object from the shares issued by the company to specific objects due to the distribution of stock dividends and the conversion of capital reserves by the company shall also comply with the above restriction on sale arrangements.
After the expiration of the above restricted sale period, the transfer and trading of such shares will be carried out in accordance with the laws and regulations in force at that time and the relevant provisions of the CSRC and Shanghai Stock Exchange. If laws and regulations have other provisions on the sales restriction period, such provisions shall prevail.
Voting results: 9 in favor, 0 against and 0 abstention.
2.07 total amount and purpose of raised funds
The total amount of funds raised in this offering does not exceed 2160 million yuan. The net amount of funds raised after deducting the issuance expenses is proposed to be invested in the following projects:
No. project name total amount of proposed investment amount of proposed raised funds
1 Shanghai Medicilon Inc(688202) North Shanghai biomedical R & D and innovation Shenzhen New Industries Biomedical Engineering Co.Ltd(300832) base project 157744.16 157000.00
2 laboratory expansion project of drug discovery and pharmaceutical research and application platform 19870.49 19000.00
3. Supplementary working capital 40000.00 40000.00
Total 217614.65 216000.00
Before the funds raised in this offering are in place, the company can invest in advance with self raised funds according to the actual progress of the projects to be invested by the raised funds, and replace them in accordance with the procedures specified in relevant laws and regulations after the raised funds are in place. After the funds raised in this offering are in place, if the actual raised funds after deducting the issuance expenses are less than the total amount of the funds raised in the above projects, the board of directors or the authorized person of the board of directors will, within the scope of the above-mentioned investment projects with raised funds, according to the actual situation such as the progress of the investment projects with raised funds and the demand for funds, Adjust the priority of the investment of the raised funds and the specific investment amount of each project. The insufficient part of the raised funds shall be solved by the company with its own funds or self raised funds.
Voting results: 9 in favor, 0 against and 0 abstention.
2.08 place of listing
The shares issued this time will be listed and traded on the science and Innovation Board of Shanghai Stock Exchange.
Voting results: 9 in favor, 0 against and 0 abstention.
2.09. Arrangement of accumulated undistributed profits before the issuance
After the issuance, the undistributed profits accumulated before the issuance shall be shared by the new and old shareholders of the company according to the proportion of shares after the issuance.
Voting results: 9 in favor, 0 against and 0 abstention.
2.10 validity period of this issuance resolution
The validity period of this issuance resolution of the company is 12 months from the date of deliberation and approval by the general meeting of shareholders.
Voting results: 9 in favor, 0 against and 0 abstention.
The independent directors expressed their independent opinions.
This proposal shall be submitted to the general meeting of shareholders for deliberation.
3. Deliberated and passed the proposal on the demonstration and analysis report of the company’s plan to issue A-Shares to specific objects in 2022
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 and registration of companies listed on the science and Innovation Board (for Trial Implementation) and other relevant laws, regulations and normative documents, and in combination with the specific situation of the company, this issue, The company has prepared the demonstration and analysis report on the scheme of issuing A-Shares to specific objects in Shanghai Medicilon Inc(688202) 2022.
Voting results: 9 in favor, 0 against and 0 abstention.
The independent directors expressed their independent opinions.
This proposal shall be submitted to the general meeting of shareholders for deliberation.
For details, see the demonstration and analysis report on the scheme of issuing A-Shares to specific objects in Shanghai Medicilon Inc(688202) 2022 disclosed by the company on the website of Shanghai Stock Exchange and the information disclosure media designated by the company on the same day.
4. The proposal on the company’s plan for issuing A-Shares to specific objects in 2022 was deliberated and adopted. In accordance with the provisions of relevant laws, regulations and normative documents such as 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 and registration of companies listed on the science and Innovation Board (for Trial Implementation), The company has prepared the plan for issuing A-Shares to specific objects in Shanghai Medicilon Inc(688202) 2022.
Voting results: 9 in favor, 0 against and 0 abstention.
The independent directors expressed their independent opinions.
This proposal shall be submitted to the general meeting of shareholders for deliberation.
For details, please refer to the plan for issuing A-Shares to specific objects in Shanghai Medicilon Inc(688202) 2022 disclosed by the company on the website of Shanghai Stock Exchange and the information disclosure media designated by the company on the same day.
5. The proposal on the feasibility analysis report on the use of funds raised by the company’s issuance of A-Shares to specific objects in 2022 was reviewed and approved
In order to ensure the rational, safe and efficient use of the funds raised in this offering, combined with the specific situation of the company and the provisions of relevant laws, regulations and normative documents such as the measures for the administration of securities issuance and registration of companies listed on the science and Innovation Board (for Trial Implementation), the company has prepared the feasibility analysis report on the use of funds raised by issuing A-Shares to specific objects in Shanghai Medicilon Inc(688202) 2022.
Voting results: 9 in favor, 0 against and 0 abstention.
The independent directors expressed their independent opinions.
This proposal shall be submitted to the general meeting of shareholders for deliberation.
For details, please refer to the capital raised by issuing A-Shares to specific objects in Shanghai Medicilon Inc(688202) 2022 disclosed by the company on the website of Shanghai Stock Exchange and the information disclosure media designated by the company on the same day
