Citic Securities Company Limited(600030)
about
Double Medical Technology Inc(002901)
Non public offering of shares
Report on the issuance process and the compliance of subscribers
Sponsor (lead underwriter)
North block of excellence Times Square (phase II), No. 8, Zhongxin Third Road, Futian District, Shenzhen, Guangdong Province
February, 2002
Citic Securities Company Limited(600030)
About Double Medical Technology Inc(002901)
Report on the issuance process of non-public offering shares and the compliance of subscription objects China Securities Regulatory Commission:
Approved by the reply on approving Double Medical Technology Inc(002901) non-public Development Bank shares (zjxk [2021] No. 750) of China Securities Regulatory Commission (hereinafter referred to as “CSRC”), Double Medical Technology Inc(002901) (hereinafter referred to as ” Double Medical Technology Inc(002901) ,” issuer “or” company “) non publicly issues no more than 120670740 new shares (hereinafter referred to as” this non-public offering “or” this offering “) to specific objects by means of non-public offering of shares.
Citic Securities Company Limited(600030) (hereinafter referred to as ” Citic Securities Company Limited(600030) ,” sponsor (lead underwriter) “or” lead underwriter “) as the sponsor (lead underwriter) of this non-public offering, in accordance with 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 of listed companies and other relevant laws In accordance with the provisions of laws and regulations and normative documents, as well as the resolutions of the board of directors and the general meeting of shareholders of Double Medical Technology Inc(002901) related to the non-public offering, the issuer has carefully verified the issuance process of the non-public offering and the compliance of the subscription object, and issued this report. The details are as follows: I. overview of this non-public offering (I) issue price
The pricing benchmark date of this non-public offering is February 17, 2022 (T-2), the first day of the offering period, The issuing price shall not be lower than 80% of the average trading price of A-Shares of the company 20 trading days before the pricing benchmark date (average trading price of shares 20 trading days before the pricing benchmark date = total trading amount of shares 20 trading days before the pricing benchmark date ÷ total trading amount of shares 20 trading days before the pricing benchmark date), that is, not less than 39.88 yuan / share.
Beijing Deheng Law Firm witnessed the whole process of investor subscription invitation and subscription quotation. The issuer and the lead underwriter determine that the price of this offering is 41.36 yuan / share, which is not lower than the price, according to the investor’s subscription quotation and the principle of “priority of subscription price, priority of subscription amount and priority of time of receiving the subscription quotation”
80% of the average trading price of the company’s shares 20 trading days before the first day of the issuance period.
(II) issuing object and quantity
The number of shares issued this time is 12000000, and the total amount of funds raised is 49632000000 yuan. hair
The number of banks complies with the relevant provisions on this non-public offering of shares deliberated and approved by the board of directors of the issuer and the general meeting of shareholders of the company
The requirements of the relevant proposal are in line with the provisions of the CSRC on approving Double Medical Technology Inc(002901) non-public development
Requirements of the reply to the bank’s stock (zjxk [2021] No. 750).
The final target of this issuance is 14, which is in line with the measures for the administration of securities issuance of listed companies
In accordance with the provisions of the detailed rules for the implementation of non-public offering of shares by municipal companies and other relevant laws and regulations, all issuing objects are now listed
Subscription of ordinary shares in this non-public offering by means of cash. The specific placing results are as follows:
Serial number name of issuing object number of allocated shares (shares) amount allocated (yuan) lock-in period (month)
1 CAITONG Fund Management Co., Ltd. 38104441575996384 6
2 UBS AG 1,208897 49,999979.92 6
3 Guotai Junan Securities Co.Ltd(601211) 991295 40,999961.20 6
4 Hunan Development Group Co.Ltd(000722) group Capital Operation Co., Ltd. 7253382999997968 6
5 JPMorgan Chase Bank, National Association 725338 29,99997968 6
6 Jinan Hanxiang investment management partnership (limited partnership) 7253382999997968 6
7 China International Capital Corporation Limited(601995) 483558 19,99995888 6
8 Shandong Huihan Industrial Development Co., Ltd. 4835581999995888 6
9 Nord Fund Management Co., Ltd. 4835581999995888 6
10 Xiamen Borui Oriental Investment Management Co., Ltd. – Borui East 4835581999995888 6
Party value No. 19 private securities investment fund
11 Dong Weiguo 4835581999995888 6
12 Zhongyi Asset Management Co., Ltd. – advantageous enterprise 164835581999995888 6
Asset management product No
13 Zhejiang ningju Investment Management Co., Ltd. – ningju Kaiyang 104835581999995888 6
Private equity investment fund
14 Nanfang Fund Management Co., Ltd. 4284441772044384 6
Total 120 Shenzhen Guohua Network Security Technology Co.Ltd(000004) 9632000000-
(III) amount of raised funds
The total amount of funds raised in this issuance is 49632000000 yuan, deducting the issuance expenses (excluding value-added tax)
After 910296677 yuan, the net amount of funds actually raised was 48721703323 yuan.
(IV) sales restriction period
The shares subscribed by the object of this issuance shall not be transferred within 6 months from the date of issuance. The shares derived from the non-public offering shares of the company obtained by the object of this issuance due to the company’s distribution of stock dividends, conversion of capital reserve and other forms shall also comply with the above share locking arrangements.
If the shares of the company obtained by the issuing object are reduced after the expiration of the sales restriction period, it will be implemented in accordance with the relevant provisions of the CSRC and Shenzhen Stock Exchange.
After verification, the recommendation institution (lead underwriter) believes that the issuance price, issuance object, issuance quantity, total amount of raised funds and sales restriction period of this issuance comply with the resolutions of the general meeting of shareholders of the issuer, the company law, the securities law, the measures for the administration of securities issuance and underwriting, the measures for the administration of securities issuance of listed companies, the detailed rules for the implementation of non-public offering of shares by listed companies and other laws Provisions of administrative regulations, departmental rules and normative documents. 2、 Relevant review and approval procedures for the performance of this offering (I) internal decision-making process for the performance of this offering
On September 14, 2020, the issuer held the 10th meeting of the second board of directors, deliberated and approved the relevant proposal of the issuer’s application for non-public issuance of a shares.
On September 30, 2020, the issuer held the second extraordinary general meeting of shareholders in 2020, deliberated and approved the relevant proposals on the non-public offering of a shares, and authorized the board of directors to handle the matters related to the non-public offering of a shares.
On November 5, 2021, the issuer held the 19th meeting of the second board of directors, deliberated and approved the proposal to extend the validity of the resolution of the general meeting of shareholders on non-public offering of shares and authorize the validity of the board of directors.
On November 18, 2021, the issuer held the fifth extraordinary general meeting of shareholders in 2021, deliberated and approved the proposal to extend the validity of the resolution of the general meeting of shareholders of non-public offering of shares and authorize the validity of the board of directors. (II) the approval process of the regulatory authorities for this non-public offering
On February 22, 2021, the issuance Review Committee of CSRC examined and approved the application for non-public offering of shares.
On March 17, 2021, the company obtained the reply on approving Double Medical Technology Inc(002901) non-public Development Bank shares (zjxk [2021] No. 750) from China Securities Regulatory Commission.
After verification by the sponsor (lead underwriter), the issuance has been deliberated and approved by the board of directors and the general meeting of shareholders of the issuer, approved by the CSRC, and fulfilled the necessary internal decision-making and external approval procedures. 3、 Specific process and situation of this non-public offering of shares (I) sending process of subscription invitation
On January 24, 2022, the issuer and the lead underwriter submitted to the CSRC the stock issuance plan of Double Medical Technology Inc(002901) non-public Development Bank (hereinafter referred to as the “issuance plan”) and the list of investors who intend to send an invitation for subscription of Double Medical Technology Inc(002901) non-public Development Bank shares, On February 16, 2022, the company submitted the letter of commitment on post meeting matters of non-public development of shares to the CSRC to start the issuance.
After the issuer and the lead underwriter submit the issuance plan to the CSRC (January 24, 2022) and before 9:00 a.m. on the Subscription Date (February 21, 2022), the lead underwriter receives the information from Furong Fund Management Co., Ltd. The Pacific Securities Co.Ltd(601099) Asset Management Co., Ltd., Ping An Securities Co., Ltd. The Pacific Securities Co.Ltd(601099) , Jinan Hanxiang investment management partnership (limited partnership) Beijing Time Investment Management Co., Ltd., Xiamen innovation Xingke equity investment partnership (limited partnership), Qingdao Luxiu Investment Management Co., Ltd., Ningbo Luxiu Equity Investment Fund Management Co., Ltd., Zhongxin rongchuang Capital Management Co., Ltd. Qingdao Port International Co.Ltd(601298) Asset Management Co., Ltd., Jiangxi Dacheng Capital Management Co., Ltd., Wuhan xinborun Asset Management Co., Ltd Shenzhen Kuanyu Asset Management Co., Ltd., Qingdao Jurong Industrial Investment Co., Ltd., Guodu Venture Capital Co., Ltd., Hangzhou Lexin Investment Management Co., Ltd., CHUANHUA Holding Group Co., Ltd., Langrun Capital Management Co., Ltd., Dong Weiguo, Xue Xiaohua, Beijing tedesheng Investment Co., Ltd., Shenzhen Zongguan private equity fund management Co., Ltd Hunan Development Group Co.Ltd(000722) group Capital Management Co., Ltd., Zhuhai Yunyi daoyang equity investment fund (limited partnership), Shanghai Zhengda Asset Management Co., Ltd., Xia Tongshan, Ningbo danniu Investment Management Co., Ltd. and Shandong Huihan Industrial Development Co., Ltd, The issuer and the lead underwriter timely sent the invitation for subscription of Double Medical Technology Inc(002901) non public development bank shares (hereinafter referred to as the “invitation for subscription”) to the above 29 investors. From February 16, 2022 to February 21, 2022, the lead underwriter sent the invitation for subscription to 203 investors by email or mail, including 20 of the issuer’s top 20 shareholders (without excluding duplicate institutions), 24 fund companies, 17 securities companies, 6 insurance companies and 136 other types of investors.
The lead underwriter and Beijing Deheng Law firm have carefully verified the subscription qualification and compliance of investors in the subscription invitation sending list. The sending scope of the subscription invitation documents complies with the relevant provisions of laws and regulations such as the administrative measures for securities issuance and underwriting, the detailed rules for the implementation of non-public offering of shares by listed companies, and the 10th meeting of the second board of directors of the issuer The relevant requirements on the non-public offering plan and the offering object deliberated and adopted at the second extraordinary general meeting of shareholders in 2020, the 19th meeting of the second board of directors and the fifth extraordinary general meeting of shareholders in 2021. At the same time, the invitation for subscription truthfully, accurately and completely informed the investors in advance about the specific rules and time arrangement for selecting the issuance object, determining the subscription price and allocated quantity. (II) quotation of investors
Witnessed by Beijing Deheng Law Firm, from 9:00 to 12:00 on February 21, 2022, the issuer and the lead underwriter received a total of 26 investors’ purchase quotation and other purchase documents. All investors participating in the offering and subscription shall submit relevant subscription documents in time in accordance with the requirements of the subscription invitation, and pay the subscription security deposit in time and in full (securities investment fund management companies, qualified foreign institutional investors and RMB qualified foreign institutional investors do not need to pay the declaration security deposit), which is a valid subscription. The specific subscription quotations of the above investors are as follows:
Serial number investor name subscription price subscription amount (yuan / share) (10000 yuan)
1 Xiamen Borui Oriental Investment Management Co., Ltd. – Borui Oriental 42.37200000 value No. 19 private securities investment fund
