Securities abbreviation: Shenzhen Weiguang Biological Products Co.Ltd(002880) securities code: Shenzhen Weiguang Biological Products Co.Ltd(002880) Shenzhen Weiguang Biological Products Co.Ltd(002880)
2022 non-public offering plan
statement
1. The company and all members of the board of directors guarantee that the contents of the plan are true, accurate and complete, confirm that there are no false records, misleading statements or major omissions, and bear individual and joint legal liabilities for the authenticity, accuracy and integrity of the plan.
2. After the completion of this non-public offering of shares, the company shall be responsible for the changes in the company’s operation and income; The investment risk caused by this non-public offering of shares shall be borne by the investors themselves.
3. This plan is the explanation of the board of directors of the company on this non-public offering of shares, and any statement to the contrary is untrue.
4. Investors should consult their own stockbrokers, lawyers, professional accountants or other professional advisers if they have any questions.
5. The matters described in this plan do not represent the substantive judgment, confirmation, approval or approval of the examination and approval authority on the matters related to this non-public offering of shares. The effectiveness and completion of the matters related to this non-public offering of shares described in this plan have yet to be approved or approved by the relevant examination and approval authority.
Tips on major issues
The words or abbreviations mentioned in this part have the same meaning as the words or abbreviations mentioned in the “interpretation” of this plan.
1. The matters related to this non-public offering of shares have been deliberated and approved at the second meeting of the third board of directors of the company, and the approval of Shenzhen Weiguang Biological Products Co.Ltd(002880) this non-public offering of shares has been obtained from the state owned assets supervision and Administration Bureau of Guangming district. This non-public offering of shares still needs the deliberation and approval of the general meeting of shareholders and the approval of the CSRC. The application for non-public offering of shares submitted by the company to the CSRC is proposed to apply to the fast review channel.
2. The objects of this non-public offering are no more than 35 specific objects that meet the requirements of the CSRC, including securities investment fund management companies, securities companies, trust and investment companies, finance companies, insurance institutional investors, qualified overseas institutional investors, and other legal persons, natural persons or other legal investment organizations that meet the provisions of laws and regulations. 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 company is the issuing object, it can only subscribe with its own funds.
The final offering object will be determined by the board of directors and its authorized persons in accordance with the authorization of the general meeting of shareholders and after the company obtains the approval and reply of the CSRC on this offering, through consultation with the sponsor (lead underwriter) in accordance with the provisions of relevant laws, regulations and normative documents and the bidding situation of the offering, and in accordance with the principle of price priority.
If relevant laws, regulations and normative documents have new provisions on the issuing object of non-public offering of shares, the company will adjust according to the new provisions.
3. The pricing benchmark date of this non-public offering is the first day of the issuance period of this non-public offering. The issuing price of the shares shall not be lower than 80% of the average trading price of the 20 trading days before the pricing benchmark date. The final issue price will be determined by the board of directors of the company through consultation with the sponsor (lead underwriter) according to the subscription quotation of the issuing object after obtaining the approval of the CSRC on the non-public offering. In case of ex right and ex interest matters such as dividend distribution, share distribution and conversion of capital reserve into share capital from the pricing base date to the issuance date, the base price and issuance price of this issuance will be adjusted accordingly.
4. The number of shares in this non-public offering does not exceed 34.34 million shares (including this number), which does not exceed 30% of the total share capital of 226.8 million shares before this non-public offering, and shall be subject to the approval document of the CSRC on this offering. Within the above scope, the board of directors of the company shall negotiate with the sponsor (lead underwriter) to determine the final issuance quantity according to the authorization of the general meeting of shareholders. If the company’s shares have ex rights matters such as share distribution and conversion of capital reserve into share capital between the announcement date of the resolution of the board of directors and the issuance date, the upper limit of the number of shares issued this time will be adjusted accordingly.
5. After the completion of this non-public offering, the restricted sale period of the shares subscribed by the issuing object shall comply with the provisions of the measures for the administration of securities issuance by listed companies and the detailed rules for the implementation of non-public development of shares by listed companies: they shall not be transferred within six months from the date of the end of this offering. If the CSRC or Shenzhen Stock Exchange has other provisions, such provisions shall prevail. After the lock-in period, it will be implemented in accordance with the relevant provisions of the CSRC and the Shenzhen Stock Exchange.
6. The total amount of funds raised in this issuance (including issuance expenses) shall not exceed RMB 1150 million (including this amount). The net amount of funds raised after deducting issuance expenses will be used for the following items:
Unit: 10000 yuan
No. project name total project investment proposed to use raised funds
1. Blood products intelligent factory construction project 91034637680000
2 Zhongshan plasma collection station project 869148430000
3. Supplementary working capital 33900003390000
Total 1336261111500000
After the funds raised from this non-public offering are in place, the company will invest the raised funds into the above projects according to the actual needs and priorities of the project; The total investment of the project is higher than the investment of the raised funds to be used this time, and the part will be raised by the company itself; If the actual raised capital after deducting the issuance expenses is lower than the actual total capital demand of the proposed investment project, the insufficient part shall be raised by the company itself. On the premise of not changing the project invested by raising funds, the board of directors of the company can appropriately adjust the investment sequence and amount of the raised funds of the above projects according to the actual needs of the project.
Before the funds raised from this non-public offering of shares are in place, the company will make early investment by self raised funds in the form of bank loans and self owned funds according to the needs of the project, and replace the early investment funds in accordance with the requirements and procedures of relevant laws and regulations after the raised funds are in place.
7. The accumulated profits of the company before the completion of the non-public offering shall be shared by all shareholders after the completion of the offering according to the shareholding ratio after the completion of the non-public offering.
8. After the completion of this offering, it will not lead to changes in the controlling shareholders and actual controllers of the company, and the equity distribution of the company will not meet the listing conditions.
9. In accordance with the provisions of the notice on further implementing matters related to cash dividends of listed companies, the guidelines for the supervision of listed companies No. 3 – cash dividends of listed companies (revised in 2022), the company has made a detailed analysis of the company’s profit distribution policy, profit distribution in the last three years, and The shareholder return plan for the next three years is explained, and investors are invited to pay attention to it.
10. According to the opinions on Further Strengthening the protection of the legitimate rights and interests of small and medium-sized investors in the capital market issued by the general office of the State Council and the guiding opinions on matters related to the dilution of the immediate return of initial public offering, refinancing and major asset restructuring issued by the CSRC, the company has analyzed whether the immediate return of this offering is diluted, The measures to be taken have been fully disclosed and investors are invited to pay attention. For details, please refer to “section VI diluted immediate return and filling measures of non-public offering of shares” in this plan.
The measures of compensation and return formulated by the company do not guarantee the future profits of the company. Investors should not make investment decisions on this basis. If investors make investment decisions on this basis and cause losses, the company will not be liable for compensation. Draw the attention of investors.
11. There is still great uncertainty whether the non-public offering plan can finally be approved by the CSRC and approved by other relevant departments, so investors are reminded to pay attention to relevant risks.
catalogue
Declare that 1. Tips on major issues 2 catalog 5 interpretation Section 1 Summary of the non-public offering plan eight
1、 Basic information of the issuer eight
2、 Background and purpose of this non-public offering eight
3、 Issuing object and its relationship with the company ten
4、 Summary of the non-public offering plan eleven
5、 Whether this issuance constitutes a connected transaction fourteen
6、 Does this issuance lead to changes in the company’s control fourteen
7、 Does this issuance cause the equity distribution not to meet the listing conditions fourteen
8、 This offering meets the requirements of rapid review fourteen
9、 The approval of this issuance plan and the procedures to be submitted for approval Section II feasibility analysis of the board of directors on the use of the raised funds sixteen
1、 The investment plan of the raised funds sixteen
2、 The basic information of the project invested by the raised funds sixteen
3、 The impact of this issuance on the operation, management and financial status of the company twenty-one
4、 Conclusion of feasibility analysis Section III discussion and analysis of the board of directors on the impact of this issuance on the company 23 I. after the issuance, the company’s business and asset integration, articles of association, shareholder structure, senior management structure and business structure
Changes in twenty-three
2、 The impact of this issuance on the company’s financial position, profitability and cash flow 24 III. The impact of this issuance on the business relationship, management relationship, related party transactions and
The impact of industry competition 24. After the completion of this offering, whether the company’s funds and assets are occupied by the controlling shareholders and their affiliates, or
The company provides guarantee for the controlling shareholder and its affiliates twenty-four
5、 The impact of this issuance on the company’s liabilities twenty-four
Section IV Risk description related to this issuance twenty-six
1、 Potential risks of laws, regulations and policies restricting the production and sales of blood products twenty-six
2、 Potential risks caused by product safety twenty-six
3、 The approval risks involved in this issuance twenty-six
4、 The risk that the benefits of the project invested with raised funds cannot be fully realized twenty-six
5、 Business management risks twenty-seven
6、 Stock price fluctuation risk twenty-seven
7、 The risk of diluting immediate returns Section V profit distribution of the company twenty-eight
1、 The company’s profit distribution policy twenty-eight
2、 Profit distribution in the last three years and arrangement for the use of undistributed profits thirty-one
3、 The company’s shareholder return plan for the next three years (20222024) Section VI diluted immediate return and filling measures of non-public offering of shares thirty-five
1、 The impact of the diluted immediate return of this non-public offering on the company’s main financial indicators thirty-five
2、 Special risk tips for diluting the immediate return of this non-public offering of shares thirty-seven
3、 The necessity and rationality of this non-public offering of shares 38 IV. The relationship between the investment project of the raised funds and the company’s existing business, and the company’s personnel engaged in the investment project of the raised funds
Technical and market reserves thirty-eight
5、 Measures taken by the company to dilute the immediate return of this non-public offering of shares 39 VI. the commitment made by the directors and senior managers of the company that the measures to fill the return of the company can be effectively fulfilled 41
interpretation
The issuer, the company, the company, the company in Shenzhen Weiguang Biological Products Co.Ltd(002880) City, Shenzhen Weiguang Biological Products Co.Ltd(002880) this offering and this non-public offering refer to the behavior of Shenzhen Weiguang Biological Products Co.Ltd(002880) issuing shares to specific objects in the form of non-public offering
Articles of association and articles of association refer to Shenzhen Weiguang Biological Products Co.Ltd(002880) articles of association
This plan refers to the plan for non-public offering of shares in Shenzhen Weiguang Biological Products Co.Ltd(002880) 2022
Controlling shareholder, actual controller, refers only to the state owned assets supervision and Administration Bureau of Guangming District, Shenzhen and the state owned assets supervision and Administration Bureau of Guangming district
General meeting of shareholders refers to Shenzhen Weiguang Biological Products Co.Ltd(002880) general meeting of shareholders
Board of directors means the board of directors of Shenzhen Weiguang Biological Products Co.Ltd(002880) company
Board of supervisors refers to Shenzhen Weiguang Biological Products Co.Ltd(002880) board of supervisors
Senior management refers to the senior management of Shenzhen Weiguang Biological Products Co.Ltd(002880)
CSRC refers to the China Securities Regulatory Commission
Shenzhen stock exchange refers to Shenzhen Stock Exchange
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
Yuan and 10000 yuan refer to
