China Securities Co.Ltd(601066)
About Tecon Biology Co.Ltd(002100) non-public offering of a shares
Report on the issuance process and the compliance of subscribers
China Securities Regulatory Commission:
With the approval of the reply on approving Tecon Biology Co.Ltd(002100) non-public development of shares (zjxk [2021] No. 1771) by the China Securities Regulatory Commission (hereinafter referred to as "CSRC"), Tecon Biology Co.Ltd(002100) (hereinafter referred to as " Tecon Biology Co.Ltd(002100) " "issuer" "company" ）277449664 non-public shares were issued to 12 specific objects at an issue price of 7.45 yuan / share, The total amount of raised funds is 2066999996.80 yuan (hereinafter referred to as "the offering"). China Securities Co.Ltd(601066) (hereinafter referred to as " China Securities Co.Ltd(601066) securities", "sponsor" and "lead underwriter") has verified the issuer's compliance with the offering process and subscription objects, and believes that the offering process and subscription objects of Tecon Biology Co.Ltd(002100) comply 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 Tecon Biology Co.Ltd(002100) the resolutions of the board of directors and the general meeting of shareholders on this issuance are in line with the interests of Tecon Biology Co.Ltd(002100) and all its shareholders. 1、 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. November 10, 2021. This issue is issued by inquiry, The issue price shall not be lower than 80% of the average trading price of the company's shares 20 trading days before the pricing benchmark date (the average trading price of the company's shares 20 trading days before the pricing benchmark date = the total trading volume of the company's shares 20 trading days before the pricing benchmark date / the total trading volume of the company's shares 20 trading days before the pricing benchmark date, with two decimal places reserved according to the "progressive method"), i.e. 7.43 yuan / share.
The issuer and China Securities Co.Ltd(601066) securities shall determine the subscription objects and place them in accordance with the principles of price priority, amount priority and time priority. The issuer and China Securities Co.Ltd(601066) securities determine the issue price of 7.45 yuan / share based on the quotation of all valid investors, which is equivalent to 100.27% of the base price of 7.43 yuan / share; Equivalent to 80.28% of the average price of 9.28 yuan / share in the 20 trading days before November 10, 2021 (the first day of the issuance period).
（2） Issuing object, issuing quantity and amount of raised funds
The number of A-Shares in this non-public offering is 277449664, which meets the requirements of no more than 322540482 new shares in this non-public offering in the resolution of the issuer's 2020 annual general meeting of shareholders and the reply on approving Tecon Biology Co.Ltd(002100) non-public development shares (zjxk [2021] No. 1771) of China Securities Regulatory Commission.
The placement results of this non-public offering are as follows:
Serial number name of issuing object number of allocated shares (shares) amount allocated (yuan)
1 Huaxia Fund Management Co., Ltd. 885906599997.00
2JPMorgan Chase Bank，National Association9,771,81272,799,999.40
3. Nanfang Fund Management Co., Ltd. 1154362485999998.80
4 Zhang Haiyan 805369159999997.95
5 Penghua Fund Management Co., Ltd. 2214765116499999.95
6 Harvest Fund Management Co., Ltd. 6477852348259996.35
7 CAITONG Fund Management Co., Ltd. 31946308237999994.60
8 China Galaxy Securities Co.Ltd(601881) 39,127,516291,499,994.20
9 Guotai Junan Securities Co.Ltd(601211) 11,382,55084,799,997.50
10 Nord Fund Management Co., Ltd. 16308724149993.80
11 Xinjiang Jintou Asset Management Co., Ltd. 805369159999997.95
12 GF Fund Management Co., Ltd. 4547651433880029.30
Total 27744966420669996.80
The issuing object complies with the provisions of relevant laws and has signed a subscription agreement with the issuer. All issuers subscribe for ordinary shares (A shares) of this non-public offering in cash.
（3） Restricted period of issued shares
According to the relevant provisions of the China Securities Regulatory Commission and Shenzhen Stock Exchange, the shares subscribed by the issuing object 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 and other relevant laws and regulations, as well as the relevant provisions of the CSRC and Shenzhen Stock Exchange.
After verification by the recommendation institution and the lead underwriter, the issuing price, issuing object, issuing quantity and the amount of raised funds The restricted sale period of the issued shares shall comply with the relevant provisions of 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 of 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 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 this issuance
1. On December 29, 2020, the issuer held the 13th meeting of the seventh board of directors, deliberated and passed the proposal on the company's 2020 non-public offering of shares and other relevant proposals on the company's non-public offering of shares.
2. On January 18, 2021, the issuer received the reply on Tecon Biology Co.Ltd(002100) application for non-public offering of shares from the state owned assets supervision and Administration Commission of Xinjiang production and Construction Corps, and agreed to the issuer's non-public offering of shares.
3. On January 19, 2021, the issuer held the first extraordinary general meeting of shareholders in 2021, deliberated and approved the proposals related to the issuance adopted at the 13th meeting of the seventh board of directors, and agreed to authorize the board of directors of the company to handle the specific matters of the issuance.
4. On April 21, 2021, the issuer held the 15th meeting of the 7th board of directors to consider and pass the relevant proposal on reducing the scale of raised funds by 33 million yuan. After adjustment, the total amount of supplementary working capital and raised capital was changed to 597 million yuan and 2067 million yuan respectively.
（2） Regulatory approval process for this offering
1. On February 19, 2021, the company's application for non-public offering of shares was accepted by the CSRC. 2. On May 10, 2021, the issuance Audit Committee of CSRC examined and approved the issuer's application for this non-public offering of shares.
3. On May 19, 2021, The company has obtained the reply on approving Tecon Biology Co.Ltd(002100) non-public development of shares (zjxk [2021] No. 1771) from China Securities Regulatory Commission. If the company approves the non-public issuance of no more than 322540482 new shares, and the total share capital is changed due to the conversion of share capital, the number of this issuance can be adjusted accordingly; the reply is valid within 12 months from the date of approval of the issuance.
After verification by the sponsor and the lead underwriter, the issuance has been approved and authorized by the board of directors and the general meeting of shareholders of the issuer, 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) Issuance of invitation for subscription
On November 9, 2021, the issuer and China Securities Co.Ltd(601066) securities issued the invitation for subscription of Tecon Biology Co.Ltd(002100) non-public Development Bank A-Shares (hereinafter referred to as the "invitation for subscription") and its annex Tecon Biology Co.Ltd(002100) non-public offering A-Shares subscription quotation (hereinafter referred to as the "subscription quotation") to 112 specific investors (hereinafter referred to as "subscription objects") ）。 The foregoing subscription objects include 25 securities investment fund management companies, 22 securities companies, 12 insurance institutional investors, 33 other investors who have submitted the letter of intent after the announcement of the resolution of the board of directors of this non-public offering, and the top 20 shareholders of the issuer (excluding related parties) as of October 29, 2021.
（2） Subscription quotation of investors
From 8:30 a.m. to 11:30 a.m. on November 12, 2021, witnessed by Beijing Zhonglun law firm, China Securities Co.Ltd(601066) securities and the issuer received 15 purchase quotations in total, and 15 valid purchase quotations. Among them, 7 are public funds and do not need to pay security deposit, and the other 8 have submitted purchase quotations according to the requirements of the subscription invitation, and paid a total of 80 million yuan of security deposit in full.
The total amount of effective quotation for the first round of subscription of this issuance is 2528.2 million yuan, which has reached the total amount of funds raised this time, and the number of subscribers is less than 35. The quotation and subscription are as follows:
No. subscription price of subscription object (yuan / share) subscription amount (10000 yuan)
1 Jinshi Futures Co., Ltd. 7.4310000
2 GF Fund Management Co., Ltd. 7.4544000
Huaxia Fund Management Co., Ltd. 8.966000
three
eight point five zero six six zero zero
4JPMorgan Chase Bank, National Association8. nine hundred and fifty-seven thousand two hundred and eighty
No. subscription price of subscription object (yuan / share) subscription amount (10000 yuan)
seven point eight nine seven five zero zero
5 Nanfang Fund Management Co., Ltd. 7.658600
seven point four three one one zero zero zero
6 everyone Life Insurance Co., Ltd. - Universal products 7.446000
7 everyone's assets - Industrial And Commercial Bank Of China Limited(601398) - everyone's assets - blue chip 7.446000
Select No. 5 collective asset management product
8 Haiyan 7.666000
eight point one nine one zero eight zero zero
9 Penghua Fund Management Co., Ltd. 8.0513100
seven point six eight one six five zero zero
Harvest Fund Management Co., Ltd. 8.0043480
ten
seven point seven five four eight two six zero
