Securities code: Shanghai Junshi Biosciences Co.Ltd(688180) securities abbreviation: Shanghai Junshi Biosciences Co.Ltd(688180) Announcement No.: pro 2022010 Shanghai Junshi Biosciences Co.Ltd(688180)
Announcement of resolutions of the 7th Meeting of the 3rd board of directors
The board of directors and all directors of the company guarantee that there are no false records, misleading statements or major omissions in the contents of this announcement, and bear legal responsibility for the authenticity, accuracy and integrity of its contents according to law.
1、 Meetings of the board of directors
Shanghai Junshi Biosciences Co.Ltd(688180) (hereinafter referred to as "the company") the seventh meeting of the third board of directors was held in the company's conference room on March 7, 2022 by on-site and communication voting. The notice of this meeting was sent to all directors by email on February 15, 2022. The meeting was presided over by Mr. Xiong Jun, chairman of the board. There were 14 directors who should attend the meeting and 14 directors who actually attended the meeting. The convening and convening procedures of this meeting comply with the relevant provisions of the company law of the people's Republic of China (hereinafter referred to as the "company law") and Shanghai Junshi Biosciences Co.Ltd(688180) articles of association, and the resolutions of the meeting are legal and effective.
2、 Deliberations of the board meeting
(I) deliberated and passed the proposal on the company meeting the conditions for issuing A-Shares to specific objects
In accordance with the company law, the securities law of the people's Republic of China (hereinafter referred to as the "Securities Law"), the measures for the administration of securities issuance registration of companies listed on the science and Innovation Board (for Trial Implementation) (hereinafter referred to as the "measures for the administration of Issuance registration") and the detailed rules for the implementation of non-public issuance of shares by listed companies (hereinafter referred to as the "detailed rules"), and other laws According to the relevant provisions of laws, regulations and normative documents, through the self-examination of the actual situation of the company item by item, it is confirmed that the company complies with the provisions of current laws, regulations and normative documents on issuing A-Shares to specific objects, and has the qualifications and conditions for issuing A-Shares to specific objects.
Voting results: 14 in favor, 0 against and 0 abstention.
The independent non-executive directors have expressed their independent opinions on the above matters, and this proposal needs to be submitted to the general meeting of shareholders of the company for deliberation.
For details, please refer to the website of Shanghai Stock Exchange (www.sse. Com. CN.) disclosed by the company on the same day Announcement. (II) the proposal on the company's plan to issue A-Shares to specific objects in 2022 was deliberated and adopted item by item
In accordance with the provisions of relevant laws, regulations and normative documents such as the company law, the securities law, the measures for the administration of issuance and registration, and the detailed rules for the implementation of the company law, the securities law, the measures for the administration of issuance and registration, the plan for issuing A-Shares to specific objects (hereinafter referred to as the "issuance") is as follows:
1. Types and par value of the shares issued this time
The type of shares issued this time is RMB ordinary shares (A shares) listed in China, with a par value of RMB 1.00 per share.
Voting results: 14 in favor, 0 against and 0 abstention.
2. Issuing method and time
All the shares issued this time are issued to specific objects. The company will issue them at an appropriate time within the validity period of the registration document approved by the China Securities Regulatory Commission (hereinafter referred to as "CSRC").
Voting results: 14 in favor, 0 against and 0 abstention.
3. Issuing object and subscription method
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 in accordance with the provisions of 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. If laws, regulations or normative documents have other provisions on the issuing object at the time of issuance, such provisions shall prevail.
All issuers subscribe for the shares issued this time in RMB cash and at the same price.
Voting results: 14 in favor, 0 against and 0 abstention.
4. Number of issues
The number of shares issued this time shall be determined by dividing the total amount of raised funds by the issue price. At the same time, the number of shares issued this time shall not exceed 70 million shares. The upper limit of the final number of shares issued shall be subject to the upper limit of the number of shares approved and registered by the CSRC. Within the above scope, the final issuance quantity shall be determined by the board of directors 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 into share capital from the resolution date of the board of directors to the issuance date, and other matters lead to changes in the total share capital of the company, the upper limit of the number of shares issued 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.
Voting results: 14 in favor, 0 against and 0 abstention.
5. Pricing base date, issue price and pricing principle
The pricing benchmark date of this issuance is the first day of the issuance period of this issuance. The issuing price of this offering 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 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 stock price is adjusted due to ex right and ex interest matters within the 20 trading days, the trading price on the trading day before the adjustment shall be calculated according to the price after corresponding ex right and ex interest adjustments.
The final issue price of this offering shall be determined by the board of directors of the company and its authorized persons through consultation 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 the regulatory authorities and the inquiry results, after applying for the registration document of the CSRC from the specific object, but not lower than the above issue reserve price.
Voting results: 14 in favor, 0 against and 0 abstention.
6. Restricted period
After the completion of this issuance, the shares subscribed by the issuing object shall not be transferred within six months from the date of completion of the issuance. From the completion of this issuance to the expiration of the restriction on sale, the shares obtained by the issuing object from the shares issued to specific objects due to the company's share offering, the conversion of capital reserve into share capital and other reasons shall also comply with the above restriction on sale arrangements. After the expiration of the restricted sale period, the transfer and trading of such shares shall be carried out in accordance with the laws, regulations and normative documents in force at that time, as well as the relevant provisions of the CSRC and Shanghai Stock Exchange.
Voting results: 14 in favor, 0 against and 0 abstention.
7. Scale and purpose of raised funds
The total amount of funds raised (including issuance expenses) in this issuance shall not exceed RMB 3.980 billion (including this amount). The net amount of the total amount of funds raised after deducting issuance expenses will be used in the following directions:
Unit: RMB 10000
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
After the raised funds of this offering are in place, if the actual net amount of raised funds is less than the above amount of raised funds to be invested, the board of directors and its authorized persons of the company will, according to the actual net amount of raised funds and on the premise of complying with relevant laws and regulations, within the scope of the above investment projects of raised funds, according to the progress of the investment projects of raised funds and the actual situation of capital demand, Adjust and finally determine the specific investment projects and priorities of the raised funds and the specific investment amount of each project. The insufficient part of the raised funds shall be solved by the company with its own funds or through other financing methods.
In order to ensure the smooth progress of the investment projects with raised funds and protect the interests of all shareholders of the company, before the funds raised in this issuance are in place, the company can invest with self raised funds according to the actual situation of the investment projects with raised funds, and replace them according to the provisions of relevant laws and regulations after the funds raised are in place.
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.
Voting results: 14 in favor, 0 against and 0 abstention.
8. Place of stock listing
The shares issued this time will be listed and traded on the science and Innovation Board of Shanghai Stock Exchange.
Voting results: 14 in favor, 0 against and 0 abstention.
9. Accumulated profit distribution arrangement
The accumulated undistributed profits of the company before the completion of this issuance shall be shared by the new and old shareholders after the completion of this issuance.
Voting results: 14 in favor, 0 against and 0 abstention.
10. Validity period of this issuance resolution
The resolution of this issuance shall be valid within 12 months from the date of deliberation and adoption by the general meeting of shareholders.
The maximum number of shares issued this time shall not exceed the date of the company's 2020 annual general meeting
20% of the total number of A-Shares issued. If the issuance has not been approved, permitted or registered by the regulatory authority before the expiration of 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 company's 2020 annual general meeting of shareholders, On the premise that the upper limit of the issuance amount 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, and the company does not need to hold another general meeting or class general meeting of shareholders to reconsider the relevant matters of this issuance.
Voting results: 14 in favor, 0 against and 0 abstention.
The independent non-executive directors have expressed their independent opinions on the above matters, and this proposal needs to be submitted to the general meeting of shareholders of the company for deliberation.
For details, please refer to the website of Shanghai Stock Exchange (www.sse. Com. CN.) disclosed by the company on the same day Announcement. (III) deliberated and passed the proposal on the company's plan for issuing A-Shares to specific objects in 2022. The voting results: 14 affirmative votes, 0 negative votes and 0 abstention votes.
The independent non-executive directors have expressed their independent opinions on the above matters, and this proposal needs to be submitted to the general meeting of shareholders of the company for deliberation.
For details, please refer to the website of Shanghai Stock Exchange (www.sse. Com. CN.) disclosed by the company on the same day Announcement. (IV) deliberated and passed the proposal on the demonstration and analysis report on the company's issuance plan of A-Shares to specific objects in 2022
Voting results: 14 in favor, 0 against and 0 abstention.
The independent non-executive directors have expressed their independent opinions on the above matters, and this proposal needs to be submitted to the general meeting of shareholders of the company for deliberation.
For details, please refer to the website of Shanghai Stock Exchange (www.sse. Com. CN.) disclosed by the company on the same day Announcement. (V) deliberated and passed the proposal on the feasibility analysis report on the use of funds raised by the company's issuance of A-Shares to specific objects in 2022
Voting results: 14 in favor, 0 against and 0 abstention.
The independent non-executive directors have expressed their independent opinions on the above matters, and this proposal needs to be submitted to the general meeting of shareholders of the company for deliberation.
For details, please refer to the website of Shanghai Stock Exchange (www.sse. Com. CN.) disclosed by the company on the same day Announcement. (VI) deliberated and passed the proposal on the special report on the use of the company's previously raised funds
Voting results: 14 in favor, 0 against and 0 abstention.
The independent non-executive directors have expressed their independent opinions on the above matters, and this proposal needs to be submitted to the general meeting of shareholders of the company for deliberation.
For details, please refer to the website of Shanghai Stock Exchange (www.sse. Com. CN.) disclosed by the company on the same day Announcement. (VII) the proposal on diluting the immediate return of A-Shares issued by the company to specific objects in 2022 and the filling measures taken by the company and the commitments of relevant subjects were deliberated and adopted
Voting results: 14 in favor, 0 against and 0 abstention.
The independent non-executive directors have expressed their independent opinions on the above matters, and this proposal needs to be submitted to the general meeting of shareholders of the company for deliberation.
For details, please refer to the website of Shanghai Stock Exchange (www.sse. Com. CN.) disclosed by the company on the same day Announcement. (VIII) deliberated and passed the proposal on the planning of shareholders' dividend return in the next three years (20222024)
Voting results: 14 in favor, 0 against and 0 abstention.
The independent non-executive directors have expressed their independent opinions on the above matters, and this proposal needs to be submitted to the general meeting of shareholders of the company for deliberation.
For details, please refer to the same document of the company
