Securities code: 688202 securities abbreviation: Shanghai Medicilon Inc(688202) Shanghai Medicilon Inc(688202) (Building 5, Lane 67, libing Road, China (Shanghai) pilot Free Trade Zone)
Year 2022
Plan for issuing A-Shares to specific objects
February, 2002
Company statement
1. The board of directors confirms that the contents of the plan are false, incomplete or misleading, and all members of the board of directors confirm that the plan is not true.
2. This plan is prepared in accordance with the regulations and normative documents such as the measures for the administration of securities issuance and registration of listed companies on the science and Innovation Board (for Trial Implementation).
3. After the issuance of shares to specific objects, the company shall be responsible for the changes in the company’s operation and income; The investors shall be responsible for the investment risks arising from the issuance of shares to specific objects.
4. This plan is the explanation of the board of directors of the company on the issuance of shares to specific objects. Any statement to the contrary is untrue.
5. Investors should consult their own stockbrokers, lawyers, professional accountants or other professional advisers if they have any questions.
6. The matters mentioned in this plan do not represent the substantive judgment, confirmation, approval or approval of the examination and approval authority on the matters related to the issuance of shares to specific objects. The effectiveness and completion of the matters related to the issuance of shares to specific objects mentioned in this plan are subject to the deliberation and approval of the general meeting of shareholders of the company, the examination and approval of Shanghai Stock Exchange and the registration decision made by the CSRC.
hot tip
The words or abbreviations mentioned in this part have the same meanings as those defined in the “interpretation” of this plan.
1、 The scheme of issuing A-Shares to specific objects has been deliberated and approved at the second meeting of the third board of directors of the company. It can be implemented only after it is deliberated and approved by the general meeting of shareholders of the company, reviewed and approved by Shanghai Stock Exchange and approved by the CSRC.
2、 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 approved by Shanghai Stock Exchange and approved and registered by China Securities Regulatory Commission, the final issuing object of the shares issued to specific objects will be subject to the approval of 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 this time in RMB cash at the same price.
3、 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.
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. 4、 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 this issue, 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 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 total number of shares issued this time is changed or reduced due to changes in regulatory policies or in accordance with the requirements of the issuance registration documents, the total number of shares issued this time and the total amount of raised funds will be changed or reduced accordingly. 5、 The total amount of funds raised from the issuance of shares to specific objects does not exceed RMB 2160 million (including this amount). The net amount of funds raised after deducting relevant issuance expenses is proposed to be used for the following items:
Unit: 10000 yuan
Project Name: total investment amount proposed to use raised capital investment amount
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.
6、 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.
7、 The company has always attached importance to the continuous return to investors. According to the requirements of the notice on further implementing matters related to cash dividends of listed companies (zjf [2012] No. 37) and the guidelines for the supervision of listed companies No. 3 – cash dividends of listed companies (revised in 2022) (zjf announcement [2022] No. 3) of the CSRC, the company has a perfect dividend distribution policy, The current effective articles of association clearly stipulates the company’s profit distribution policy. For details of the company’s dividend and policies, please refer to “section IV profit distribution policies and implementation of the company” in this plan.
8、 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.
9、 The company reminds investors that this issuance will face the risk of diluting the immediate return. After this issuance, the net assets and share capital of the company will increase accordingly. As the benefits of the project invested by the raised funds need to go through a certain period of project construction, the benefits of the project still need a certain period of time. Therefore, the return on net assets and earnings per share of the company may decline in the short term. In the future, with the gradual realization of the benefits of raised investment projects, the return on net assets and earnings per share of the company will gradually rise. In order to protect the interests of small and medium-sized investors, the company has carefully analyzed the impact of this issuance on the dilution of immediate return, and formulated specific measures to fill the diluted immediate return. For details, see “section V analysis of diluted immediate return of issuing A-Shares to specific objects”.
Investors are hereby reminded to pay attention to the risk of diluting the immediate return of shareholders in this issuance. The measures to fill in the return formulated by the company to deal with the risk of diluting the immediate return do not guarantee the future profits of the company. Investors should not make investment decisions on this basis. If investors make investment decisions on this basis and cause losses, the company will not be liable for compensation. Draw the attention of investors.
10、 The board of directors specially reminds investors to carefully read the relevant contents of “VI. risk statement related to this issuance” in “section III discussion and analysis of the board of directors on the impact of this issuance on the company” of this plan, and pay attention to investment risks.
catalogue
The company declares that 2 special tips 3 interpretation Section 1 Summary of A-Shares issued to specific objects this time 13 I. Basic information of the issuer 13 II. Background and purpose of this offering fourteen
(I) background of this offering fourteen
(II) purpose of this issuance 18 III. issuing object and its relationship with the company 20 IV. summary of this issuance of shares to specific objects twenty
(I) type and par value of issued shares twenty
(II) issuing method and time twenty
(III) issuing object and subscription method twenty
(IV) pricing base date, issue price and pricing principle twenty-one
(V) number of issues twenty-one
(VI) arrangement of sales restriction period twenty-two
(VII) scale and purpose of raised funds twenty-two
(VIII) listing place twenty-three
(IX) arrangement of accumulated undistributed profits before this issuance twenty-three
(x) the validity period of this issuance resolution 23 v. whether this issuance constitutes a connected transaction 23 VI. whether this issuance leads to changes in the company’s control VII. The approval of this offering and the procedures to be submitted for approval Section II feasibility analysis of the board of directors on the application of the raised funds 25 I. use plan of raised funds 25 II. Basic information and feasibility study of the investment project with raised funds twenty-five
(I) Project Overview twenty-five
(II) necessity and feasibility of project implementation twenty-seven
3、 The impact of the use of the raised funds on the company’s financial situation and operation management thirty-one
(I) impact on the company’s financial situation thirty-one
(II) impact on the operation and management of the company Section III discussion and analysis of the board of directors on the impact of this issuance on the company 32 I. Changes in the company’s business and assets, articles of association, shareholder structure, senior management structure and business structure after the issuance thirty-two
(I) the impact of this issuance on the company’s business and assets thirty-two
(II) the impact of this issuance on the articles of Association thirty-two
(III) changes in shareholder structure after this offering thirty-two
(IV) the impact of this offering on the structure of senior managers thirty-two
(V) impact of this offering on business structure 33 II. Changes in the company’s financial position, profitability and cash flow after the issuance thirty-three
(I) the impact of this issuance on the company’s financial situation thirty-three
(II) the impact of this issuance on the profitability of the company thirty-three
(III) impact of this issuance on the company’s cash flow 33 III. Changes in business relationship, management relationship, related party transactions and horizontal competition between the company and its controlling shareholders and their affiliates 34 IV. after the completion of this offering, whether the funds and assets of the listed company are occupied by the controlling shareholders and their affiliates, or whether the company provides guarantees for the controlling shareholders and their affiliates 34 v. impact of this issuance on the company’s liabilities Vi. risk description related to this offering thirty-four
(I) risk of market competition thirty-four
