Stock abbreviation: Tinavi Medical Technologies Co.Ltd(688277) Stock Code: 688277 (room 206, floor 2, building 1, Dongsheng science and Technology Park, No. 66, xixiaokou Road, Haidian District, Beijing) Tinavi Medical Technologies Co.Ltd(688277)
Plan for issuing A-Shares to specific objects in 2021 December, 2001
Company statement
1. The company and all members of the board of directors guarantee that the contents of the plan are true, accurate and complete, and confirm that there are no false records, misleading statements or major omissions.
2. 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.
3. This plan is the explanation of the board of directors of the company on the issuance of A-Shares to specific objects. Any statement to the contrary is untrue.
4. Investors should consult their own stockbrokers, lawyers, professional accountants or other professional advisers if they have any questions.
5. The matters described in this plan do not represent the substantive judgment, confirmation 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 described in this plan are subject to the review and approval of Shanghai stock exchange and the consent and registration decision of China Securities Regulatory Commission.
hot tip
1、 The plan for issuing A-Shares to specific objects has been submitted to the seventh meeting of the Fifth Board of directors and the first extraordinary general meeting of the company in 2021 for deliberation and approval. It can only be implemented after it is reviewed and approved by Shanghai Stock Exchange and registered by CSRC.
2、 The objects of this issuance are no more than 35 specific objects that meet the conditions specified by the CSRC, including securities investment fund management companies, securities companies, trust and investment 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 and investment company is the issuing object, it can only subscribe with its own funds.
After the issuance application is approved by Shanghai Stock Exchange and the CSRC makes a decision on registration, the final issuance object shall be determined by the board of directors of the company through consultation with the sponsor (lead underwriter) according to the inquiry results. If there are other provisions on the issuance object in laws, regulations or normative documents at the time of issuance, such provisions shall prevail.
All issuers subscribe for the shares issued this time in RMB cash at the same price.
3、 The issuing price of the shares issued to specific objects this time shall not be less than 80% of the average trading price of the company’s shares in the 20 trading days before the pricing benchmark date. The calculation formula of the above average price is: the average trading price of the shares in the 20 trading days before the pricing benchmark date = the total trading volume of the shares in the 20 trading days before the pricing benchmark date / the total trading volume of the shares in the 20 trading days before the pricing benchmark date. If the company’s shares have ex right and ex interest matters such as dividend distribution, share distribution, conversion of capital reserve into share capital from the pricing benchmark date of this issuance to the issuance date, the issuance price of this issuance will be adjusted accordingly.
The final issue price will be determined after the application for this issuance is reviewed and approved by Shanghai Stock Exchange and the CSRC makes a decision on registration, The board of directors of the company shall negotiate with the sponsor (lead underwriter) according to the authorization of the general meeting of shareholders, in accordance with the provisions of relevant laws and regulations and the requirements of regulatory authorities, and in accordance with the principle of price priority, according to the subscription quotation of the issuing object, but not lower than the above-mentioned issuance reserve price.
4、 The number of shares issued to specific objects this time shall be determined by dividing the total amount of raised funds by the issue price, and shall not exceed 15% of the total share capital of the company before this issuance, That is, the issuance of no more than 62977027 shares (including 62977027 shares), and the final issuance quantity will be determined by the board of directors of the company through negotiation with the sponsor (lead underwriter) of the issuance according to the subscription quotation of the issuing object after the issuance is registered by the CSRC.
If the company has ex rights issues such as share distribution, conversion of capital reserve into share capital from the announcement date of the resolution of the board of directors considering the issue to specific objects to the issue date, or changes in the total share capital of the company due to share repurchase, employee equity incentive plan and other issues, the upper limit of the number of shares issued to specific objects will be adjusted accordingly.
5、 The total amount of funds raised from the issuance of shares to specific objects does not exceed RMB 370.2 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
No. project name total project investment amount of raised funds to be invested
1 new generation orthopedic surgery Siasun Robot&Automation Co.Ltd(300024) R & D and industrialization project 86360.3319520.00
2. Smart medical center construction project 24700.0017500.00
Total 111060.3337020.00
Before the funds raised in this offering are in place, the company will invest with self raised funds according to the actual situation of the investment projects with 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 raised funds are in place, if the net amount of the actual raised funds after deducting the issuance expenses is less than the total amount of the proposed raised funds, within the scope of the investment projects of the raised funds in this issuance, the company will adjust and determine the specific investment projects, priorities and specific investment amounts of the raised funds according to the actual amount of the raised funds and the priorities of the projects, The insufficient funds raised will be raised by the company itself.
6、 After the completion of this issuance of shares to specific objects, the restricted sales period of the shares subscribed by specific objects shall comply with the measures for the administration of securities issuance of listed companies Measures for the administration of securities issuance and registration of listed companies on the science and Innovation Board (for Trial Implementation) And the relevant provisions of the CSRC, Shanghai Stock Exchange and other regulatory authorities. The shares subscribed by the issuing object shall not be transferred within six months from the date of issuance. The shares derived 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 share locking arrangements. If laws, regulations and normative documents have other provisions on the sales restriction period, such provisions shall prevail. The transfer after the expiration of the sales restriction period shall be implemented in accordance with the relevant provisions of the CSRC and the Shanghai Stock Exchange.
7、 The company has always attached importance to the continuous return to investors. For the company’s profit distribution policy, cash dividends in the last three years and shareholders’ dividend return plan in the next three years, see “section V profit distribution” of this plan.
8、 After the issuance to specific objects, the company’s control will not change, nor will the company’s equity distribution meet the listing conditions.
9、 For the detailed contents of the diluted immediate return analysis and measures to fill the return on the issuance of shares to specific objects, see “section VI impact of the diluted immediate return on the issuance of shares to specific objects, filling measures and relevant commitments” of the plan. The hypothetical analysis of the company’s earnings per share after the issuance in this plan does not constitute a commitment or guarantee for the company’s performance. The company’s formulation of filling return measures does not guarantee the company’s future profits. Investors should not make investment decisions based on this. If investors make investment decisions based on this, the company will not be liable for compensation. Investors should pay attention to investment risks.
10、 The board of directors specially reminds investors to carefully read the relevant contents of “section IV Risk description related to this issuance” of the plan and pay attention to investment risks.
interpretation
In this plan, unless the context otherwise requires, the following words have the following meanings:
Company, issuer and the company refer to Tinavi Medical Technologies Co.Ltd(688277)
Company, listed company, Tinavi Medical Technologies Co.Ltd(688277)
Anhui Tinavi Medical Technologies Co.Ltd(688277) refers to Anhui Tinavi Medical Technologies Co.Ltd(688277) Medical Technology Co., Ltd
This issuance to specific objects refers to the issuance of shares to specific objects and this issuance of shares in Tinavi Medical Technologies Co.Ltd(688277) 2021
This plan refers to the plan for Tinavi Medical Technologies Co.Ltd(688277) 2021 to issue shares to specific objects (Revised Version)
Pricing base date refers to the base date for calculating the issue reserve price
CSRC refers to the China Securities Regulatory Commission
Shanghai Stock Exchange and stock exchange refer to Shanghai Stock Exchange
The State Council means the State Council of the people’s Republic of China
National Development and Reform Commission means the development and Reform Commission of the people’s Republic of China
Ministry of finance means the Ministry of finance of the people’s Republic of China
MIIT means the Ministry of industry and information technology of the people’s Republic of China
Company law means the company law of the people’s Republic of China
Securities Law means the securities law of the people’s Republic of China
Detailed rules for implementation means the detailed rules for the implementation of non-public offering of shares by listed companies
Articles of association means the Tinavi Medical Technologies Co.Ltd(688277) articles of association
General meeting means Tinavi Medical Technologies Co.Ltd(688277) general meeting of shareholders
Board of directors means the Tinavi Medical Technologies Co.Ltd(688277) board of directors
Board of supervisors means Tinavi Medical Technologies Co.Ltd(688277) the board of supervisors
Yuan, ten thousand yuan and one hundred million yuan refer to RMB, ten thousand yuan and one hundred million yuan
Also known as orthopaedic surgery Siasun Robot&Automation Co.Ltd(300024) system, it refers to the mechanical equipment that can autonomously or semi autonomously perform the operation of specific orthopaedic surgery navigation and positioning machine according to the doctor’s planning. It is a complete set of equipment including software and hardware. As far as hair machine and orthopaedic surgery machine refer to pedestrians, the products include “GD-A”, “GD-2000 / gd-s”, human, orthopaedic Siasun Robot&Automation Co.Ltd(300024) “tirobot” orthopaedic surgery Siasun Robot&Automation Co.Ltd(300024) (also known as “Tianji”) and
“TiRobot ForcePro Superior/ TiRobot ForcePro Spine”
(“Tianji 2.0”), these products have obtained the registration certificate of class III medical devices
Note: unless otherwise specified in this plan, all values shall retain 2 decimal places. In case of discrepancy between the sum and mantissa of the total number and each itemized value, it shall be caused by rounding.
Section 1 Summary of the stock issuance scheme to specific objects
1、 Basic information of the issuer
Chinese name Tinavi Medical Technologies Co.Ltd(688277)
English Name: tinavi medical technologies Co., Ltd
Company domicile: room 206, 2f, building 1, Zone C, Dongsheng Science Park, No. 66, xixiaokou Road, Haidian District, Beijing
The registered capital is 41984684800 yuan
Legal representative: Zhang Songgen
Stock abbreviation Tinavi Medical Technologies Co.Ltd(688277)
Stock Code: 688277
Shanghai stock exchange where the shares are listed
Tel: 010-82156660
company website https://cn.tinavi.com./
Technology development, technical consultation, technology transfer and technical services; General construction contracting, professional contracting and labor subcontracting; Sales of electronic products, mechanical equipment, class I medical devices and class II medical devices; Economic information consultation; Import and export of goods, import and export of technology and import and export agency; The business scope of selling medical devices is class III (subject to the scope approved in the medical device business enterprise license); the production of medical devices (class I, II and III) (subject to the scope approved in the medical device manufacturing enterprise license). (market entities shall independently choose business items and carry out business activities according to law; projects that must be approved according to law shall carry out business activities according to the approved contents after being approved by relevant departments; they shall not engage in business activities of projects prohibited and restricted by national and municipal industrial policies.)
2、 Background and purpose of this release to specific objects
(i) Background of this release to specific objects
1. China’s orthopaedic surgery market is in great demand, and the pain points of traditional orthopaedic surgery need to be solved urgently
With the development of social modernization, the wide application of modern transportation tools and the intensification of the global aging trend, the incidence rate of spinal diseases, joint injuries and Department of orthopedics trauma has increased year by year.
