Securities abbreviation: Double Medical Technology Inc(002901) securities code: Double Medical Technology Inc(002901) Double Medical Technology Inc(002901)
Report on non-public offering of shares
Sponsor (lead underwriter)
North block of excellence Times Square (phase II), No. 8, Zhongxin Third Road, Futian District, Shenzhen, Guangdong Province
March, 2002
Statement of all directors of the issuer
All directors of the company promise that there are no false records, misleading statements or major omissions in this issuance report, and bear individual and joint legal liabilities for its authenticity, accuracy and completeness. Signatures of all directors:
Lin Zhixiong, Lin Zhijun, Lin Xiaoping
Luo Jiong, Li Huilin
Yan Yan Wang
Double Medical Technology Inc(002901) mm / DD / yyyy
catalogue
interpretation…… Section 1 basic information of this offering three
1、 Basic information of the issuer three
2、 Relevant procedures performed in this offering four
3、 Basic information of this offering five
4、 The issuing objects of this offering eleven
5、 Relevant institutions of this offering Section 2 relevant information of the company before and after this offering twenty-two
1、 Shareholding of the top ten shareholders before and after this offering twenty-two
2、 The impact of this offering on the company Section III conclusion of the sponsor (lead underwriter) on the process of this non-public offering and the compliance of the issuing object Section IV conclusion of the issuer’s lawyer on the process of this non-public offering and the compliance of the issuing object Section V statement on intermediaries Section VI documents for future reference thirty-four
1、 Directory of documents for future reference thirty-four
2、 Storage place of documents for future reference thirty-four
interpretation
In this report, unless the context otherwise requires, the following abbreviations have the following meanings: Company / issuer / Dabo medical refers to Double Medical Technology Inc(002901) medical
This issuance / this non-public offering refers to Double Medical Technology Inc(002901) non-public offering of a shares
China Development Bank Dabo Tongshang, the largest stock index, Changdu Dabo Tongshang Medical Investment Management Co., Ltd
Actual controllers refer to Mr. Lin Zhixiong and Mr. Lin Zhijun
CSRC / CSRC refers to the sponsor / lead underwriter of China Securities Regulatory Commission / refers to Citic Securities Company Limited(600030) Citic Securities Company Limited(600030)
Tianjian certified public accountants refers to Tianjian Certified Public Accountants (special general partnership)
Issuance report refers to the report on the issuance of Double Medical Technology Inc(002901) non public development bank shares
Company Law refers to the company law of the people’s Republic of China
Securities Law refers to the securities law of the people’s Republic of China
The Administrative Measures refer to the administrative measures for the issuance of securities by listed companies
Detailed rules for implementation refer to the detailed rules for the implementation of non-public offering of shares by listed companies
Shenzhen stock exchange refers to Shenzhen Stock Exchange
A share refers to domestic listed RMB ordinary shares
Yuan, 10000 yuan and 100 million yuan refer to RMB yuan, 10000 yuan and 100 million yuan
Section I basic information of this offering
1、 Basic information of the issuer
Company name Double Medical Technology Inc(002901)
English Name: Double Medical Technology Inc
Date of establishment: August 12, 2004
The registered capital is 405139800 yuan
Shenzhen stock exchange where the shares are listed
Abbreviation of A-Shares Double Medical Technology Inc(002901)
A-share Stock Code: Double Medical Technology Inc(002901)
Legal representative: Lin Zhixiong
Registered address: No. 18, Hongdong Road, shanbian, Haicang District, Xiamen
Office address: No. 18, Hongdong Road, shanbian, Haicang District, Xiamen
Postal Code: 361027
Tel: 05926083018
Fax: 05926082737
website http://www.double-medical.com.
General projects: research and development and application of cell technology; Production of class I medical devices; Import and export of goods; Sales of class II medical devices; Sales of class I medical devices; Production of protective articles for medical staff (class I medical devices); Daily mask (non-medical) production; Technology import and export; Clothing manufacturing; Clothing wholesale; Wholesale of shoes and hats; Wholesale of cosmetics; Sales of sanitary supplies and disposable medical supplies; Sales of personal hygiene products; Glasses sales (excluding contact lenses); Clock sales; Special equipment manufacturing (excluding licensed professional equipment manufacturing); Mold sales; Sales of plastic products; Synthetic fiber sales; Sales of synthetic materials; Sales of chemical products (excluding licensed chemical products); Sales of metal products; Sales of high-quality special steel materials; The business scope of nonferrous gold belongs to alloy sales; Sales of metal tools; Sales of high-performance non-ferrous metals and alloy materials; Sales of metal materials; Sales of packaging materials and products; Sales of metal packaging containers and materials; Sales of technical glass products; Sales of functional glass and new optical materials; Optical glass sales; Sales of glass fiber and products; Sales of new ceramic materials; Sales of special ceramic products.
(except for the items that must be approved according to law, the business activities shall be carried out independently according to law with the business license) licensed items: the production of class II medical devices; Production of class III medical devices; Class III medical device business; Medical mask production; Production of disinfection instruments; Production of disinfection products for the prevention and treatment of infectious diseases. (for projects that must be approved according to law, business activities can be carried out only with the approval of relevant departments. The specific business projects shall be subject to the approval documents or licenses of relevant departments)
2、 Relevant 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) review by the regulatory authorities of this issuance
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 of shares (zjxk [2021] No. 750) from China Securities Regulatory Commission. (III) receipt and capital verification of raised funds
According to the verification report (tjy [2022] No. 65) issued by Tianjian Certified Public Accountants on February 23, 2022, as of February 23, 2022, Citic Securities Company Limited(600030) has received a total of Citic Securities Company Limited(600030) for Double Medical Technology Inc(002901) the total subscription amount of the special payment account opened for this non-public offering is 49632000000 yuan. On February 24, 2022, Citic Securities Company Limited(600030) will transfer the remaining amount of the above subscription amount after deducting the recommendation fee and underwriting fee of the recommendation institution to the account designated by the issuer. According to the capital verification report (tjy [2022] No. 66) issued by Tianjian Certified Public Accountants on February 24, 2022, the issuer privately issued 12000000 RMB ordinary shares (A shares) to specific investors, with a par value of RMB 1.00 per share, an issue price of RMB 41.36 per share and a total raised capital of RMB 49632000000. After verification, cut
As of February 24, 2022, the total amount of funds raised by the issuer is RMB 49632000000, after deducting the issuance expenses (excluding value-added tax) of RMB 910296677, and the net amount of funds raised by the issuer is RMB 48721703323, including RMB 12000000 included in the paid in capital and RMB 47521703323 included in the capital reserve (capital stock premium).
This offering does not involve the purchase of assets or payment by assets, and all subscription funds are paid in cash. The company will implement special account management for the raised funds in accordance with the relevant provisions of the administrative measures, the guidelines for the supervision of listed companies No. 2 – regulatory requirements for the management and use of raised funds by listed companies, the stock listing rules of Shenzhen Stock Exchange, the guidelines for the standardized operation of listed companies of Shenzhen Stock Exchange and the company’s raised funds management system, Earmarked. (IV) registration and custody of new shares
The registration and custody procedures of the issuer’s newly issued shares will be completed in Shenzhen Branch of China Securities Depository and Clearing Co., Ltd. as soon as possible. 3、 Basic information of this issuance (I) type and par value of issued shares
The type of shares in this non-public offering is RMB ordinary shares (A shares) listed in China, with a par value of RMB 1.00 per share. (II) issued quantity
According to the subscription of investors, the number of shares in this non-public offering is 12000000, all of which are issued in the form of non-public offering to specific investors, which meets the requirements of the approval documents of the CSRC on this offering. (III) issuance method
This offering is all in the form of non-public offering to specific objects. The underwriting method of this issuance is consignment. (IV) place of listing
The shares of this non-public offering will be listed on Shenzhen Stock Exchange.
(V) lock up period
After the completion of this non-public offering, the shares subscribed by the issuing object shall not be transferred within six months from the end of this non-public offering. If laws, regulations and normative documents have other provisions on the sales restriction period, such provisions shall prevail. After the expiration of the lock-in period, the reduction of the company’s shares obtained by the issuing object of this non-public offering shall also comply with the company law, securities law and other laws, regulations, rules, normative documents, relevant rules of Shenzhen Stock Exchange and the relevant provisions of the articles of association. After the end of this non-public offering, the company’s shares increased due to the company’s bonus shares, the conversion of capital reserve into share capital and other reasons shall also comply with the above arrangement of the sales restriction period. (VI) pricing base date, issue price and pricing method
The non-public offering of shares adopts the method of inquiry, and the pricing benchmark date is the first day of the issuance period of the non-public offering of shares (February 17, 2022), The issue 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 volume of shares 20 trading days before the pricing benchmark date / total trading volume of shares 20 trading days before the pricing benchmark date), that is, not less than 39.88 yuan / share.
The issuer and the lead underwriter determine that the offering price is 41.36 yuan / share, which is no less than 80% of the average trading price of the company’s shares in the 20 trading days before the first day of the offering period, according to the principle of “giving priority to the purchase price, the purchase amount and the time of receiving the purchase quotation”. (VII) raised funds and issuance expenses
The total amount of funds raised in this offering is 49632000000 yuan, after deducting the issuance expenses excluding tax of 910296677 yuan, the net amount of funds raised is 48721703323 yuan.
The details of the issuance expenses are as follows:
Project name amount excluding tax (yuan)
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