Securities code: Shanghai Junshi Biosciences Co.Ltd(688180) securities abbreviation: Shanghai Junshi Biosciences Co.Ltd(688180) Shanghai Junshi Biosciences Co.Ltd(688180)
(room 1003, 10th floor, building 2, No. 36 and 58 Haiqu Road, China (Shanghai) pilot Free Trade Zone)
Plan for issuing A-Shares to specific objects in 2022 March 2002
Company statement
The company and all members of the board of directors guarantee that the contents of this plan are true, accurate and complete, and bear individual or joint legal liabilities for false records, misleading statements or major omissions in this plan.
After the issuance of A-Shares to specific objects is completed, the company shall be responsible for the changes in the company’s operation and income; The investor shall be responsible for the investment risk caused by the issuance of A-Shares to specific objects. 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.
Investors should consult their own stockbrokers, lawyers, professional accountants or other professional advisers if they have any questions.
For the specific matters to be reviewed and approved by the Shanghai Stock Exchange and the relevant matters to be reviewed and approved by the CSRC, the issuance of A-Shares to the specific shareholders to be reviewed and approved by the Shanghai Stock Exchange does not represent the effectiveness of the plan.
hot tip
The words or abbreviations mentioned in this part have the same meanings as those defined in the “interpretation” of this plan.
1. The scheme and related matters issued to specific objects have been deliberated and adopted at the 7th Meeting of the third board of directors held on March 7, 2022. The issuance to specific objects is subject to the deliberation and approval of the company’s general meeting of shareholders, the examination and approval of Shanghai Stock Exchange and the consent and registration of China Securities Regulatory Commission.
2. The issuing objects of this offering are no more than 35 (including 35) specific objects that meet the conditions stipulated by the CSRC. The scope of issuing objects is: no more than 35 specific objects, such as securities investment fund management companies, securities companies, trust and investment companies, financial companies, insurance institutional investors, qualified overseas institutional investors, other domestic legal person investors and natural persons, which meet the conditions prescribed by the CSRC; 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.
The final issuing object will be determined by the board of directors of the company and its authorized persons through consultation with the sponsor (lead underwriter) in accordance with the authorization of the general meeting of shareholders and in combination with the inquiry results after the issuance is reviewed and approved by Shanghai Stock Exchange and approved to be registered by the CSRC.
All issuers subscribe for the shares issued this time in RMB cash and at the same price.
3. The number of shares issued to specific objects this time shall not exceed 70000000. The final issuance quantity shall be determined by the board of directors of the company and its authorized persons through consultation with the sponsor (lead underwriter) in accordance with the authorization of the general meeting of shareholders and in combination with the final issuance price. If the company’s shares have ex rights matters such as share distribution, conversion of capital reserve to share capital and other matters from the date of resolution of the board of directors to the date of issuance, and other matters lead to changes in the company’s total share capital, the upper limit of the number of shares issued this time will be adjusted accordingly.
If the total number of shares issued to a specific object is changed or reduced due to changes in regulatory policies or in accordance with the requirements of the issuance registration documents, the total number of shares issued to a specific object and the total amount of funds raised will be changed or reduced accordingly.
4. The issuance of shares to specific objects adopts the method of inquiry issuance, and the pricing benchmark date of this issuance to specific objects is the first day of the issuance period. The offering price shall not be lower than 80% of the average trading price of the company’s A-Shares 20 trading days before the pricing base date (excluding the pricing base date). The final issue price shall be determined by the board of directors of the company and its authorized persons through consultation with the sponsor (lead underwriter) in accordance with the authorization of the general meeting of shareholders, in accordance with the provisions of relevant laws and regulations and the requirements of the regulatory authorities and the inquiry results, but not lower than the above-mentioned issue reserve price.
The average trading price of A-Shares 20 trading days before the pricing benchmark date = the total trading volume of A-Shares 20 trading days before the pricing benchmark date / the total trading volume of A-Shares 20 trading days before the pricing benchmark date. If the share price of the company’s shares is adjusted due to ex rights and ex interest matters such as dividend distribution, share distribution, share allotment, conversion of capital reserve into share capital within 20 trading days, the trading price on the trading day before the adjustment shall be calculated according to the price after corresponding ex rights and ex interest adjustment. During the period from the pricing base date to the issuance date, if the company has ex dividend and ex right matters such as dividend distribution, bonus shares or conversion of provident fund into share capital, the base price of shares issued to specific objects will be adjusted accordingly.
5. The shares subscribed by the issuing object shall not be transferred within six months from the date of the completion of this issuance to a specific object. If laws, regulations and normative documents have other provisions on the sales restriction period, such provisions shall prevail.
6. The total amount of A-Shares issued to specific objects this time (including issuance expenses) shall not exceed 3.980 billion yuan (including this amount). The net amount of the total amount of funds raised this time after deducting issuance expenses will be used in the following directions:
Unit: 10000 yuan
No. total investment amount of the project and proposed investment amount of raised funds
1 innovative drug R & D project 4 Hangzhou Xzb Tech Co.Ltd(603040) 036822000
2 Shanghai Shanghai Junshi Biosciences Co.Ltd(688180) science and technology headquarters and R & D base project 120588 Sichuan Anning Iron And Titanium Co.Ltd(002978) 000
Total 5808920039800000
Within the scope of the above-mentioned projects invested with raised funds, the company can appropriately adjust the investment sequence and specific amount of the corresponding projects invested with raised funds according to the actual situation such as the progress and capital demand of the project. Before the raised funds are in place, the company can invest with self raised funds according to the actual situation of the investment project with raised funds, and replace them after the raised funds are in place. After the raised funds are in place, if the actual net amount of raised funds after deducting the issuance expenses is less than the total amount of raised funds to be invested, the insufficient part shall be solved by the company with self raised funds.
If the total amount of funds raised by this issuance to specific objects is adjusted due to changes in regulatory policies or the requirements of issuance registration documents, it will be adjusted accordingly at that time.
7. The accumulated undistributed profits before the issuance of shares will be shared by the new and old shareholders of the company after the issuance according to the proportion of shares after the issuance.
8. The validity period of this issuance resolution is 12 months, calculated from the date of deliberation and adoption by the general meeting of shareholders. The maximum number of shares issued this time shall not exceed 20% of the total number of A-Shares issued by the company on the date of the 2020 annual general meeting of shareholders. If the general authorization period for the issuance of additional A shares granted by the proposal on general authorization for the issuance of additional A shares and / or H shares approved by the 2020 annual general meeting of shareholders expires, The issuance has not been approved, licensed or registered by the regulatory authority. On the premise that the maximum number of issuance of this issuance does not exceed the general authorization limit of the next year approved by the company’s 2021 annual general meeting of shareholders, this issuance can continue to be implemented according to the general authorization limit of the next year, In addition, the company does not need to hold a separate general meeting or class general meeting of shareholders on the general authorized amount to reconsider the matters related to this issuance.
9. The company actively implements the requirements of the notice on further implementing matters related to cash dividends of listed companies (zjf [2012] No. 37) and the guidelines for the supervision of listed companies No. 3 – cash dividends of listed companies (CSRC announcement [2022] No. 3), and in combination with the actual situation of the company, Formulated the shareholder return plan for Shanghai Junshi Biosciences Co.Ltd(688180) next three years (20222024). For details of profit distribution and cash dividend policy, see “section IV profit distribution policy and implementation of the company” in this plan.
10. After the issuance to specific objects, with the funds raised in place, the total share capital and net assets of the company will increase accordingly. As the use, implementation and benefit generation of the investment project with raised funds take a certain time, and the return of shareholders is still realized through the existing business during the period, the net profit and net assets of the company may not grow synchronously in the short term, and there is a risk that the indicators such as earnings per share and return on net assets will be diluted in the short term. In order to protect the interests of small and medium-sized investors, the company has carefully analyzed the impact of the issue to specific objects on the dilution of immediate return, and formulated specific measures to fill the diluted immediate return. For details, please refer to Shanghai Junshi Biosciences Co.Ltd(688180) the announcement on diluting the immediate return of issuing A-Shares to specific objects, the company’s filling measures and the commitments of relevant subjects. Investors are hereby reminded to pay attention to the risk of diluting the immediate return of shareholders by issuing A-Shares to specific objects. Although the company has formulated the measures to fill the return in response to the risk of diluting the immediate return, the measures to fill the return do not guarantee the future profits of the company.
11. The issuer’s issuance to specific objects this time complies with the relevant provisions of the company law, the securities law, the measures for securities issuance and other laws and regulations. After this issuance to specific objects, the company’s equity distribution will not lead to non-compliance with the listing conditions.
catalogue
The company declares that 1 special tips 2 catalog 6 interpretation Section 1 Summary of the plan for issuing A-Shares to specific objects ten
1、 Basic information of the issuer ten
2、 Background and purpose of this release to specific objects ten
3、 Summary of the stock issuance scheme to specific objects twelve
4、 Whether this issuance constitutes a connected transaction fifteen
5、 Does this issuance lead to changes in the company’s control sixteen
6、 The approval of relevant competent authorities obtained by this issuance and the procedures to be submitted for approval Section II feasibility analysis of the use of the raised funds seventeen
1、 Use of raised funds seventeen
2、 The investment of the raised funds belongs to the field of scientific and technological innovation 23 III. The investment project of the raised funds involves the approval, approval or filing of project initiation, land and environmental protection
matter…… twenty-seven
4、 The situation of raising funds for R & D investment Section III discussion and analysis of the board of directors on the impact of this issuance on the company 32 I. after the issuance, the company’s business and asset integration plan, the amendment of the articles of association, the shareholder structure
Changes in senior management structure and business structure thirty-two
2、 Changes in cash flow and profitability of the company after the issuance 32 III. business relationship and management between the listed company and its controlling shareholders and their affiliates after the completion of this offering
Changes in management relationship, related party transactions and horizontal competition 33 IV. after the completion of this offering, does the listed company have funds, assets, controlled shareholders and other related parties
The situation of being occupied by the listed company, or the situation of the listed company providing guarantee for the controlling shareholder and its affiliates thirty-three
5、 The impact of this issuance on the company’s liabilities thirty-three
6、 Description of risks related to this stock issuance Section IV profit distribution policy and implementation of the company thirty-seven
1、 The company’s profit distribution policy thirty-seven
2、 The company’s profit distribution plan for the last three years thirty-nine
3、 Cash dividend distribution of the company in recent three years thirty-nine
4、 Use of undistributed profits of the company in the last three years forty
5、 The company’s shareholder return plan for the next three years (20222024) Section V analysis of diluted immediate return of shares issued to specific objects forty-five
1、 The impact of the diluted immediate return issued to specific objects on the company’s main financial indicators forty-five
2、 Special risk tips for diluting the immediate return of this offering forty-eight
3、 The necessity and rationality of the board of directors choosing this financing 48 v. the directors, senior managers, controlling shareholders, actual controllers and persons acting in concert of the company can effectively implement the filling measures taken by the company to issue diluted immediate returns to specific objects
The promise of doing fifty
interpretation
In this report, unless the context otherwise requires, the following words or abbreviations have the following meanings: company, Shanghai Junshi Biosciences Co.Ltd(688180) , refers to Shanghai Junshi Biosciences Co.Ltd(688180) issuer
General meeting of shareholders refers to Shanghai Junshi Biosciences Co.Ltd(688180) general meeting of shareholders
Board of directors means Shanghai Junshi Biosciences Co.Ltd(688180) board of directors
Board of supervisors refers to Shanghai Junshi Biosciences Co.Ltd(688180) board of supervisors
CSRC and CSRC refer to the China Securities Regulatory Commission
Shanghai stock exchange refers to Shanghai Stock Exchange
This issuance to specific objects refers to Shanghai Junshi Biosciences Co.Ltd(688180) the act of issuing A-Shares to specific objects and raising funds from the bank and this issuance
Distribution scheme
