Sponsor and co lead underwriter
About Yunnan Aluminium Co.Ltd(000807) non-public offering of a shares
Report on the issuance process and the compliance of subscribers
With the approval of the reply on approving Yunnan Aluminium Co.Ltd(000807) non-public development of shares (zjxk [2021] No. 3086) by China Securities Regulatory Commission (hereinafter referred to as “CSRC”), Yunnan Aluminium Co.Ltd(000807) (hereinafter referred to as ” Yunnan Aluminium Co.Ltd(000807) “, “issuer” and “company” ）339750849 new shares were non publicly issued to 17 specific objects at an issue price of 8.83 yuan / share, and the total amount of funds raised was 2999996.67 yuan (hereinafter referred to as “the offering”).
China Securities Co.Ltd(601066) (hereinafter referred to as ” China Securities Co.Ltd(601066) securities” or “sponsor (lead underwriter)”) and Minsheng Securities Co., Ltd. (hereinafter referred to as “Minsheng securities”) are the joint lead underwriters of Yunnan Aluminium Co.Ltd(000807) this offering ( China Securities Co.Ltd(601066) securities and Minsheng securities are hereinafter collectively referred to as “joint lead underwriters” ）, checked the issuer’s issuance process and the compliance of subscription objects, It is believed that the issuance process and subscription objects of Yunnan Aluminium Co.Ltd(000807) comply with the requirements of relevant laws, regulations, rules and regulations 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 Yunnan Aluminium Co.Ltd(000807) the board of directors The resolution of the general meeting of shareholders is in line with the interests of Yunnan Aluminium Co.Ltd(000807) and all its shareholders.
1、 Basic information of the shares issued this time
(i) Issue price
The pricing benchmark date of this offering is the first day of the offering period, i.e. November 25, 2021. The issuing price of this offering shall not be lower than 80% of the average stock trading price in the 20 trading days before the pricing benchmark date (the average trading price of the company’s shares in the 20 trading days before the pricing benchmark date = the total trading volume of the company’s shares in the 20 trading days before the pricing benchmark date / the total trading volume of the company’s shares in the 20 trading days before the pricing benchmark date), and not less than the audited net assets per share attributable to the common shareholders of the parent company at the end of the latest period before the issuance, that is, not less than 8.83 yuan / share.
The issuer and the joint lead underwriters shall, on the basis of the quotations of all investors in the first round of valid subscription, act in accordance with
The principle of “price priority, amount priority and time priority” agreed in the invitation for subscription determines this issuance
The line price is 8.83 yuan / share. The issue price is equivalent to 100% of the reserve price of 8.83 yuan / share; Quite
80.05% of the average price of 11.03 yuan / share in the 20 trading days before November 25, 2021 (the first day of the issuance period).
（2） Issuing object, issuing quantity and amount of raised funds
According to the subscription of investors, the number of shares in this non-public offering is 339750849, each issued
The subscription of bank objects is as follows:
Number of shares issued in sequence subscription amount the lock-in number of shares subscribed this time the proportion of the number of issuing objects (shares) (yuan) to the total share capital after issuance (month)
1 central enterprise rural industry investment fund Co., Ltd. 5662514149999995.031 63%6
2 Aluminum Corporation Of China Limited(601600) 36,240,090319,999,994.701. 04%18
3 CAITONG Fund Management Co., Ltd. 315968282789991.240 91%6
4 Tan Ruiqing 3001132526499999.750 87%6
5 Guotai Junan Securities Co.Ltd(601211) 26,523,225234,200,076.750. 76%6
6 China Galaxy Securities Co.Ltd(601881) 24,212,910213,799,995.300. 70%6
7 Nord Fund Management Co., Ltd. 18856172166499998.760 54%6
8 Jinan Jiangshan investment partnership (limited partnership) 181200451599997.350.52%
9 great wall Guorui Securities Co., Ltd. 17893544157999993.520 52%6
10 Shanghai Jinglin Asset Management Co., Ltd. – Jinglin Fengshou No. 3 1472256129999992.880 42% 6 private equity funds
11 Huaxia Fund Management Co., Ltd. 1058890193499995.830 31%6
12 Shanghai Jinglin Asset Management Co., Ltd. – Jinglin Jingtai harvest 90600227999994.260 26% 6 private equity investment fund
13 AIA Life Insurance Co., Ltd. 90600227999994.260 26%6
14 Sinosteel Investment Co., Ltd. 90600227999994.260 26%6
15Barclays Bank PLC9,060,02279,999,994.260. 26%6
16 Yunnan zhuoye Private Equity Fund Management Co., Ltd. note 90600227999994.260 26%6
17JPMorgan Chase Bank, NationalAssociation9,060,02279,999,994.260. 26%6
Total 3397508499999996.679 80%-
Note: it was renamed the current company name on December 7, 2021, and the original company name was Yunnan zhuoye Investment Management Co., Ltd.
（3） Restricted period
According to the relevant provisions of China Securities Regulatory Commission and Shenzhen Stock Exchange, the shares subscribed by Chinalco through this non-public offering shall not be transferred within 18 months from the date of listing, and the shares subscribed by other investors through this non-public offering shall not be transferred within 6 months from the date of listing.
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 joint lead underwriters, the issue price, issue object, issue quantity and 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
The issuer has performed the following internal decision-making procedures for this non-public offering:
1. On September 29, 2020, the issuer held the 39th meeting of the seventh board of directors, deliberated and adopted proposals such as the plan on the company’s compliance with the conditions for non-public development of shares and the plan on the company’s non-public development of shares.
2. On December 23, 2020, the issuer held the 41st meeting of the 7th board of directors, deliberated and adopted the plan for non-public development of shares (Amendment) and other proposals.
3. On January 8, 2021, the issuer convened the first extraordinary general meeting of shareholders in 2021 in accordance with legal procedures, deliberated and adopted the proposal on the company’s compliance with the conditions for non-public development of shares, the proposal on the company’s non-public development of shares (Amendment) and other proposals.
4. On March 16, 2021, the issuer held the second meeting of the eighth board of directors, which deliberated and adopted the
< Yunnan Aluminium Co.Ltd(000807) 2020 年非公开发行股票预案>
(Second Revision) and other proposals.
（2） Approval process of regulatory authorities for this issuance
1. On January 15, 2021, the company’s application for non-public offering of shares was accepted by the CSRC. 2. On September 6, 2021, the issuance Audit Committee of CSRC examined and approved the issuer’s application for this non-public offering of shares.
3. September 26, 2021, The China Securities Regulatory Commission issued the reply on approving Yunnan Aluminium Co.Ltd(000807) non-public development of shares (zjxk [2021] No. 3086), which approved the company’s non-public offering of no more than 938461966 new shares, and the total share capital may be adjusted accordingly in case of changes in the total share capital due to the conversion of share capital; the reply shall be effective within 12 months from the date of approval of the issue.
3、 Issuance process of this issuance
(i) Subscription invitation sending process
Yunnan Aluminium Co.Ltd(000807) when the non-public offering was launched, under the witness of lawyers of Yunnan Haihe law firm, The co lead underwriters issued Yunnan Aluminium Co.Ltd(000807) non-public development bank stock subscription invitation (hereinafter referred to as “subscription invitation”) and its annex Yunnan Aluminium Co.Ltd(000807) non-public development bank stock subscription quotation (hereinafter referred to as “subscription quotation”) to 1031 specific investors (hereinafter referred to as “subscription objects”) ）。 The aforesaid subscription objects include the top 20 shareholders of the issuer (excluding the controlling shareholders, actual controllers or their controlled affiliates, directors, supervisors, senior managers, joint lead underwriters and their affiliates), 59 securities investment fund management companies, 63 securities companies, 31 insurance companies and 858 other types of investors. There are 6 new investors from November 25, 2021 to November 28, 2021 The investors expressed their intention to subscribe, and the co lead underwriters added them to the list of subscription invitations after careful verification, and sent them supplementary subscription invitations in the presence of lawyers of Yunnan Haihe law firm. To sum up, as of November 28, 2021, the co lead underwriters had sent an invitation to subscribe to 1037 eligible investors.
Since after the first round of subscription quotation, The number of shares subscribed by the allocated investors is lower than the number approved by the CSRC (938461966 shares), and the subscription fund does not reach the total amount of funds to be raised in this offering (RMB 300000 million) and there are no more than 35 subscribers. After negotiation between the issuer and the joint lead underwriters, the issuer and the joint lead underwriters decided to start the additional subscription procedure. On November 29, 2021, the issuer and the joint lead underwriters successively sent e-mail to the 16 investors who made the first round of subscription quotation and the list of investors who planned to send the subscription invitation for Yunnan Aluminium Co.Ltd(000807) non-public Development Bank shares A total of 1021 other investors in the group sent the invitation for additional subscription of Yunnan Aluminium Co.Ltd(000807) non-public Development Bank shares (hereinafter referred to as the “invitation for additional subscription”) and the attached quotation for additional subscription of Yunnan Aluminium Co.Ltd(000807) non-public Development Bank shares (hereinafter referred to as the “quotation for additional subscription”) and other subscription invitation documents.
（2） Subscription quotation of investors
From 8:30 to 11:30 on November 29, 2021, witnessed by the lawyers of Yunnan Haihe law firm, the bookkeeping center received the purchase quotation and its attachments replied by 16 investors. The investors participating in the purchase submitted the relevant purchase documents in time according to the requirements of the subscription invitation documents, except that the securities investment fund management company does not need to pay the deposit, Other investors shall pay the deposit in full and on time as agreed in the invitation for subscription.
Since the cumulative statistical results of the first round of effective subscription did not meet any of the conditions for determining the issuance results, the issuer and the joint lead underwriters
