Anxin Securities Co., Ltd
About Rising Nonferrous Metals Share Co.Ltd(600259)
Non public offering of A-Shares in 2021
Report on the issuance process and the compliance of subscription objects sponsor (lead underwriter): Anxin Securities Co., Ltd
February, 2002
China Securities Regulatory Commission:
Approved by the reply on approving Rising Nonferrous Metals Share Co.Ltd(600259) non-public Development Bank shares (zjxk [2021] No. 3931) of your commission, It is agreed that Rising Nonferrous Metals Share Co.Ltd(600259) (hereinafter referred to as " Rising Nonferrous Metals Share Co.Ltd(600259) ", "issuer" or "company") shall develop no more than 90540687 new shares (including the number of shares) to no more than 35 (including 35) specific objects, including the controlling shareholder Guangdong Guangsheng holding Group Co., Ltd. (hereinafter referred to as "Guangsheng group"), The total amount of raised funds (including issuance expenses) shall not exceed 1396081200 yuan (including this amount).
The sponsor (lead underwriter) Anxin Securities Co., Ltd. (hereinafter referred to as "Anxin securities" or "sponsor (lead underwriter)" or "lead underwriter") in accordance with the company law, the securities law, the measures for the administration of securities issuance of listed companies, the measures for the administration of securities Issuance and underwriting and the detailed rules for the implementation of non-public offering of shares by listed companies And the resolutions of the general meeting of shareholders of the Issuer on this issuance, jointly organized and implemented this issuance with the issuer. Now the issuance process and compliance of this issuance are reported as follows: I. overview of this non-public offering of shares
(I) issuance method
This offering is made in a non-public way to specific objects and will be issued to no more than 35 specific objects within 12 months after the China Securities Regulatory Commission (hereinafter referred to as "CSRC") approves this offering. (II) type and par value of issued shares
The non-public offering shares are RMB common shares (A shares) listed in China, with a par value of RMB 1.00 per share.
(III) issue price
The pricing benchmark date of this non-public offering is the first day of the issuance period, i.e. February 16, 2022. The issuing price of this non-public offering shall not be lower than 80% of the average trading price of the company's shares in the 20 trading days before the pricing benchmark date (January 12, 2022 to February 15, 2022), that is, 35.83 yuan / share. The bottom price of this offering is 35.83 yuan / share. Among them, the average stock trading price in the 20 trading days before the pricing benchmark date = the total stock trading volume in the 20 trading days before the pricing benchmark date ÷ the total stock trading volume in the 20 trading days before the pricing benchmark date. Beijing Kangda law firm witnessed the whole process of investors' subscription invitation and subscription quotation. The issuer and the lead underwriter determine that the price of this offering is 40.31 yuan / share, which is 112.50% of the base price of the offering, according to the situation of investors' subscription quotation and the principle of giving priority to the subscription price, the subscription amount and the time of receiving the subscription quotation.
(IV) issuing object and quantity
The number of shares issued this time is determined to be 34633619, and the total amount of funds raised is 139608118189 yuan. After deducting the issuance expenses excluding tax of 983772492 yuan, the net amount of funds raised is 138624345697 yuan. The number of shares issued meets the requirements of the relevant proposals on the non-public offering of shares deliberated and approved by the board of directors and the general meeting of shareholders of the issuer, and meets the requirements of the reply on approving Rising Nonferrous Metals Share Co.Ltd(600259) non-public development of shares (zjxk [2021] No. 3931) of the CSRC.
The final target of this offering is 15, which complies with the provisions of relevant laws and regulations such as the measures for the administration of securities issuance of listed companies and the detailed rules for the implementation of non-public offering of shares by listed companies. All the issuing objects subscribe for the common shares of this non-public offering in cash and sign a subscription contract with the issuer.
The objects of this offering and the number of subscriptions are as follows:
Serial number name of issuing object number of shares subscribed amount
(share) (yuan)
1 Guangdong Guangsheng Holding Group Co., Ltd. 69461672799999177
2 CAITONG Fund Management Co., Ltd. 492780919863998079
3 Huaxia Fund Management Co., Ltd. 320019812899998138
4 Zhang Jianfei 267923510799996285
5 Jinan Jiangshan investment partnership (limited partnership) 2480774999999994
6 China Greatwall Securities Co.Ltd(002939) 2,480774 99,99999994
7 UBSAG 1,736541 69,99996771
8 Jinan Hanxiang investment management partnership (limited partnership) 173654169996771
9 China International Capital Corporation Limited(601995) 1,364425 54,999971.75
10 Debang Fund Management Co., Ltd. 1290 Jiangsu Yinhe Electronics Co.Ltd(002519) 9998062
11 Guangzhou Nanyue Aode Equity Investment Fund Management Co., Ltd. - Nanyue 11163484499998788 Guangsheng fixed increase private equity investment fund
12 Nord Fund Management Co., Ltd. 20838508399999350
13 Hunan Ruishi Private Equity Fund Management Co., Ltd. - Ruishi yunqi 8682703499996370 private equity investment fund
14 Huatai Asset Management Co., Ltd. - Huatai Youyi No. 5 hybrid yang86827034999370 Laojin products
15 Zhou Zhicong 8544153444146865
Total 34633619139608118189
(V) lock up period arrangement
The shares subscribed by the issuer and the controlling shareholder Guangsheng group shall not be transferred within 36 months from the end of this non-public offering, and the shares subscribed by other issuers shall not be transferred within 6 months from the end of this non-public offering.
The reduction of the above shares after the expiration of the lock up period shall also comply with the provisions of the company law, the securities law and other laws, regulations, normative documents, relevant rules of the Shanghai Stock Exchange and the articles of association. If the relevant laws, administrative regulations, departmental rules and normative documents have other provisions on the sales restriction period of the shares subscribed by the issuing object, such provisions shall prevail. During the above share lock-in period, the shares derived from the shares obtained by the issuing object in this non-public offering due to the distribution of stock dividends by the company and the conversion of capital reserve into share capital shall also comply with the above arrangement of the sales restriction period.
After the issuance, during the lock-in period, the client or partner shall not transfer its share of products or withdraw from the partnership.
After verification, the lead underwriter believes that the issuance price, issuance object, issuance quantity, amount of raised funds and lock-in period arrangement of this issuance comply with the relevant provisions of laws, regulations and normative documents such as the measures for the administration of securities issuance of listed companies, the measures for the administration of securities issuance and underwriting, and the detailed rules for the implementation of non-public offering of shares by listed companies, At the same time, it complies with the relevant resolutions of the board of directors and the general meeting of shareholders of the issuer and the provisions of the issuance plan of this issuance. 2、 Relevant procedures for this non-public offering of shares
(I) internal decision-making procedure
1. Resolution of the board of directors
On April 29, 2021, the issuer held the fourth meeting of the eighth board of directors in 2021, The proposal on the company's eligibility for non-public offering of a shares, the proposal on the company's 2021 non-public offering of a shares, the proposal on the company's 2021 non-public offering of A-Shares and the proposal on the feasibility analysis report on the use of funds raised by the company's non-public offering of A-Shares in 2021 were deliberated and adopted Proposal on the signing of conditional share subscription agreement between the company and specific objects and the related party transactions involved in this non-public Development Bank, proposal on the diluted spot return and filling measures of A-share shares of non-public development banks in 2021 and the commitments of relevant subjects, proposal on the special report on the use of the company's previous raised funds, and proposal on the next three years (20212023) Resolutions related to the non-public offering, such as the proposal on the return planning of shareholders, the proposal on submitting to the general meeting of shareholders of the company to authorize the board of directors to fully handle matters related to the non-public development of a shares, were submitted to the third extraordinary general meeting of shareholders in 2021 for deliberation. Related directors
On August 18, 2021, the issuer held the 8th meeting of the 8th board of directors in 2021, The proposal on adjusting the company's 2021 non-public offering of a shares, the proposal on the company's 2021 non-public offering of A-Shares (Revised Draft) and the proposal on the feasibility analysis report (Revised Draft) on the use of funds raised by the company's non-public offering of A-Shares in 2021 were reviewed and approved The related directors abstained from voting on the related resolutions related to this non-public offering, such as the proposal on the diluted immediate return and filling measures of A-share shares of non-public development banks in 2021 and the commitments of relevant subjects (Revised Draft).
2. Resolutions of the general meeting of shareholders
On May 31, 2021, the issuer held the third extraordinary general meeting of shareholders in 2021, The proposal on the company's compliance with the conditions for non-public offering of shares, the proposal on the company's plan for non-public offering of A-Shares in 2021, the proposal on the company's plan for non-public offering of A-Shares in 2021, and the proposal on the feasibility analysis report on the use of funds raised by non-public offering of A-Shares in 2021 were reviewed and approved Proposal on the signing of conditional share subscription agreement between the company and specific objects and the related party transactions involved in this non-public Development Bank, proposal on the diluted spot return and filling measures of A-share shares of non-public development banks in 2021 and the commitments of relevant subjects, proposal on the special report on the use of the company's previous raised funds, and proposal on the next three years (20212023) Resolutions related to this offering, such as the proposal on shareholder return planning, the proposal on requesting the general meeting of shareholders of the company to authorize the board of directors to fully handle matters related to the non-public development of a shares. Related shareholders abstain from voting on related proposals.
(II) regulatory approval process
On November 29, 2021, the issuer's application for non-public offering of shares was examined and approved by the issuance examination committee of the CSRC.
On December 16, 2021, the issuer received the reply on approving Rising Nonferrous Metals Share Co.Ltd(600259) non-public development of shares (zjxk [2021] No. 3931) issued by the CSRC, which approved the issuer's non-public offering of no more than 90540687 new shares. The approval date was December 14, 2021 and the validity period was 12 months.
After verification, the lead underwriter believes that the issuance has been deliberated and approved by the issuer's board of directors and the general meeting of shareholders, approved by the CSRC, and fulfilled the necessary internal decision-making and external approval procedures. 3、 The issuance process of this non-public offering
(I) sending process of subscription invitation
Witnessed by the lawyers of Beijing Kangda law firm, On February 15, 2022, the issuer and the lead underwriter sent e-mail or mail to the 186 investors who met the relevant conditions in the list of objects to be sent invitation for subscription of Rising Nonferrous Metals Share Co.Ltd(600259) 2021 non-public Development Bank A shares determined when submitting the issuance plan to the CSRC on December 24, 2021 (three investors who have repeatedly appeared among the top 20 shareholders have been excluded) issued the invitation document for subscription of A-Shares of non-public development banks in Rising Nonferrous Metals Share Co.Ltd(600259) 2021 (hereinafter referred to as the "invitation for subscription") and the quotation for subscription of A-Shares of non-public offering in Rising Nonferrous Metals Share Co.Ltd(600259) 2021 (hereinafter referred to as the "quotation for subscription") and other attachments, Invite them to participate in the subscription of this non-public offering. Including 25 securities investment fund management companies, 18 securities companies, 10 insurance companies, 17 individual investors, 2 QFII, 97 other institutional investors, and Rising Nonferrous Metals Share Co.Ltd(600259) top 20 shareholders (excluding the controlling shareholders of the issuer) after the closing of the market on December 20, 2021
