Stock Code: Luoyang Jalon Micro-Nano New Materials Co.Ltd(688357) stock abbreviation: Luoyang Jalon Micro-Nano New Materials Co.Ltd(688357) stock listing place: Shanghai Stock Exchange Luoyang Jalon Micro-Nano New Materials Co.Ltd(688357) 2021 report on issuing shares to specific objects through simple procedures
Sponsor (lead underwriter)
March, 2002
Statement of all directors, supervisors and senior managers of the issuer
All directors, supervisors and senior managers of the company promise that there are no false records, misleading statements or major omissions in the issuance report, and bear corresponding legal liabilities for its authenticity, accuracy and completeness. Signatures of all directors:
Li Jianbo, Guo Chaoyang, Li Chaofeng
Li Yidan, Luo Yunbai, Wang Zhan
Li Guangyu
Signatures of all supervisors:
Gao Peilu, Pang Lingling, Shi Weizong
Signatures of all senior managers except directors and supervisors:
Hu Shuangli, Wei Yuwei, Zhang Jingtao
Luoyang Jalon Micro-Nano New Materials Co.Ltd(688357) mm / DD / yyyy
catalogue
catalogue 2 interpretation Basic information of the first issue of this section 3 four
1、 Relevant procedures performed in this offering four
2、 Basic information of this offering six
3、 Introduction to the issuer ten
4、 Relevant institutions of this offering Section II basic information of the company before and after this offering sixteen
1、 The top ten shareholders of the company before and after this offering sixteen
2、 The impact of this offering on the company Section III conclusion of the sponsor (lead underwriter) on the process of this offering and the compliance of the issuing object nineteen
1、 Opinions on the compliance of the pricing process of this offering nineteen
2、 Opinions on the compliance of the selection of the issuing object Section IV conclusion of the issuer's lawyer on the compliance of the issuing process and the issuing object Section V statement of relevant intermediaries Section VI documents for future reference twenty-seven
1、 Documents for future reference twenty-seven
2、 Query location twenty-seven
3、 Query time twenty-seven
interpretation
In this report, there are differences in the mantissa between the sum of partial totals and the direct addition of each addition count. These differences are caused by rounding. Unless otherwise specified, the following abbreviations have the following meanings: the company, the company, the issuer, refers to Luoyang Jalon Micro-Nano New Materials Co.Ltd(688357) listed company, Luoyang Jalon Micro-Nano New Materials Co.Ltd(688357)
This issuance refers to the issuance of shares to specific objects through summary procedures in Luoyang Jalon Micro-Nano New Materials Co.Ltd(688357) 2021
The articles of association refers to the Luoyang Jalon Micro-Nano New Materials Co.Ltd(688357) articles of association
The pricing benchmark date refers to the first day of the issuance period of this issuance, i.e. January 7, 2022
CSRC refers to the China Securities Regulatory Commission
Board of directors refers to Luoyang Jalon Micro-Nano New Materials Co.Ltd(688357) board of directors
General meeting of shareholders means the general meeting of Luoyang Jalon Micro-Nano New Materials Co.Ltd(688357) shareholders
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 measures for the administration of registration refer to the measures for the administration of securities issuance registration of companies listed on the science and Innovation Board (for Trial Implementation)
The measures for the administration of underwriting refer to the measures for the administration of securities issuance and underwriting
Underwriting rules refer to the detailed rules for the implementation of securities issuance and underwriting of companies listed on the science and Innovation Board of Shanghai Stock Exchange
Listing Rules refers to the Listing Rules of Shanghai Stock Exchange's Sci tech innovation board
Zhongtian Guofu securities and sponsors refer to Zhongtian Guofu Securities Co., Ltd. (lead underwriter) and lead underwriter
Lawyer of the issuer refers to Beijing Dacheng Law firm
Audit institutions and capital verification institutions refer to Lixin Certified Public Accountants (special general partnership)
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、 Relevant procedures for the performance of this offering (I) internal decision-making process for the performance of this offering
1. Reviewed and approved by the board of directors
On April 7, 2021, the 39th meeting of the second board of directors of the company deliberated and adopted the proposal on the company's plan to issue shares to specific objects in 2021 through summary procedures and the proposal related to this issuance to specific objects through summary procedures.
2. Reviewed and approved by the general meeting of shareholders
On April 29, 2021, the 2020 annual general meeting of shareholders of the company passed the proposal on the company's plan for issuing shares to specific objects in 2021 through summary procedures, authorizing the board of directors to handle all matters related to this issuance. (II) registration process of the regulatory authority of this issuance
(1) On January 26, 2022, the issuer received the notice on accepting the application of Luoyang Jalon Micro-Nano New Materials Co.Ltd(688357) Kechuang board listed companies to issue securities (szksh (refinancing) [2022] No. 19) issued by the listing audit center of Shanghai Stock Exchange (hereinafter referred to as "Shanghai Stock Exchange"), The listing audit center of the science and Innovation Board of Shanghai Stock Exchange examined the application documents of the company for issuing shares to specific objects in 2021 through simple procedures, and submitted the application documents to the CSRC for registration on January 29, 2022.
(2) On February 24, 2022, the issuer received the reply on Approving the registration of Luoyang Jalon Micro-Nano New Materials Co.Ltd(688357) issuing shares to specific objects (zjxk [2022] No. 347) issued by the CSRC. On February 18, 2022, the CSRC approved the company's application for registration of issuing shares to specific objects through simple procedures. (III) receipt and capital verification of raised funds
The subscription for this offering is all in cash. On March 3, 2022, Lixin Certified Public Accountants (special general partnership) verified the paid in subscription amount paid by the subscription object of this issuance, and issued the capital verification report (xksbz [2022] No. zb10049) on March 3, 2022. According to the report, as of March 3, 2022, the lead underwriter has received the total subscription funds paid by investors in RMB
On March 4, 2022, the lead underwriter has transferred the balance of the above subscription amount after deducting the recommendation underwriting fee (excluding tax) of 36 Haitian Water Group Co.Ltd(603759) 7 yuan to the special account for the raised funds designated by the issuer, and the balance is 19033955015 yuan. On March 4, 2022, Lixin Certified Public Accountants (special general partnership) verified the arrival of the raised funds in the issuer's account, and issued the capital verification report (xksbz [2022] No. zb10048) on March 4, 2022. According to the report, as of March 4, 2022, the company has issued 1235039 ordinary shares in RMB at an issue price of 157.08 yuan / share. The total amount of funds actually raised is 19399992612 yuan. After deducting 403889959 yuan of issuance expenses excluding tax, the net amount of funds raised is 18996102653 yuan, The newly increased registered capital is 123503900 yuan and the capital reserve is 18872598753 yuan.
The issuance expenses incurred from issuing shares to specific objects through summary procedures are RMB 403889959 (excluding value-added tax), which are detailed as follows: recommendation and underwriting fees of RMB 36 Haitian Water Group Co.Ltd(603759) 7, lawyer fees of RMB 37735849 and securities registration fees of RMB 116513.
In conclusion, the subscription objects participating in this offering have completed the offering payment within 10 working days after the CSRC makes the decision to register in accordance with the provisions of the notice on payment for issuing shares to specific objects by summary procedure in Luoyang Jalon Micro-Nano New Materials Co.Ltd(688357) 2021 (hereinafter referred to as the "payment notice"). The payment and capital verification procedures of this offering comply with the provisions of the invitation to subscribe for the issuance of shares to specific objects by simple procedures in Luoyang Jalon Micro-Nano New Materials Co.Ltd(688357) 2021 (hereinafter referred to as the "invitation to subscribe"), and comply with the provisions of the Issuer on the resolutions of the board of directors and the general meeting of shareholders and the issuance plan of this offering, And comply with the provisions of Article 32 of the administrative measures for the registration of securities issuance of listed companies on the science and Innovation Board (for Trial Implementation) and Article 52 of the detailed rules for the implementation of securities issuance and underwriting of listed companies on the science and Innovation Board of Shanghai Stock Exchange. (IV) share registration
The company will handle registration, custody, sales restriction and other related matters in China Securities Depository and Clearing Co., Ltd. Shanghai Branch as soon as possible. The newly issued shares are tradable shares with limited sale conditions, which will be listed and traded on the Shanghai Stock Exchange from the next trading day after the expiration of the restricted sale period. In case of legal holidays or rest days, it will be postponed to the first trading day thereafter.
2、 Basic information of this offering (I) basic terms of this offering
1. Type and par value of issued shares
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.
2. Issue price
The pricing benchmark date of this offering is the first day of the offering period, i.e. January 7, 2022. The issuing price shall not be lower than 80% of the average trading price of the company's shares in the 20 trading days before the pricing benchmark date (the average trading price of the shares in the 20 trading days before the pricing benchmark date = the total trading volume of the shares in the 20 trading days before the pricing benchmark date / the total trading volume of the shares in the 20 trading days before the pricing benchmark date), that is, not less than 155.10 yuan / share.
Beijing Dacheng Law Firm witnessed the whole process of subscription and quotation. The company and the lead underwriter determine the issue price of 157.08 yuan / share according to the subscription quotation of investors and in strict accordance with the procedures and rules of the issue price, the issue object and the number of allocated shares determined in the subscription invitation, and the ratio between the issue price and the issue reserve price is 101.28%.
3. Number of issues
According to the subscription quotation of the issuing object, the number of shares issued to specific objects through simple procedures is 1235039 shares, all of which are issued by issuing shares to specific objects, which does not exceed the maximum number of shares approved by the board of directors and the general meeting of shareholders and approved by the CSRC, It does not exceed the upper limit of 1250805 shares to be issued specified in the issuance plan, and the number of shares to be issued exceeds 70% of the upper limit of shares to be issued specified in the issuance plan.
4. Distribution object
According to the subscription quotation of investors and in strict accordance with the procedures and rules for determining the issuance price, issuance object and the number of allocated shares in the invitation for subscription, the issuance objects are finally determined as Bank of communications Schroeder Fund Management Co., Ltd., Wuhan huashijinhong private equity investment fund partnership (limited partnership), Li Jianfeng, China Europe Fund Management Co., Ltd Chen yongyang and Fuguo Fund Management Co., Ltd. have 6 investors in total. The specific placing results of this offering are as follows:
The issuing objects and allocation determined in this offering are as follows:
Sequence number of shares allocated to the issuing object (shares) amount allocated (yuan) sales restriction period number (month)
1 bocom Schroder Fund Management Co., Ltd. 4456326999987456 6
2 Wuhan huashijinhong private equity investment fund partnership (2546473999995076 limited partnership)
3 li Jianfeng 2546473999995076 6
4 China Europe Fund Management Co., Ltd. 1273231999989684 6
5 Chen yongyang
