Zhongtian Guofu Securities Co., Ltd. on issuing shares to specific objects through summary procedures in Luoyang Jalon Micro-Nano New Materials Co.Ltd(688357) 2021
Report on the issuance process and the compliance of subscribers
Shanghai Stock Exchange:
According to the reply of China Securities Regulatory Commission (hereinafter referred to as “CSRC”) on Approving the registration of Luoyang Jalon Micro-Nano New Materials Co.Ltd(688357) issuing shares to specific objects (zjxk [2022] No. 347), Luoyang Jalon Micro-Nano New Materials Co.Ltd(688357) (hereinafter referred to as ” Luoyang Jalon Micro-Nano New Materials Co.Ltd(688357) ,” issuer “or” company “) plans to issue no more than 1250805 shares to specific objects.
Zhongtian Guofu Securities Co., Ltd. (hereinafter referred to as “Zhongtian Guofu securities”, “sponsor (lead underwriter)” and lead underwriter) as the sponsor (lead underwriter) of this offering, checked the compliance of the issuer’s offering process and subscription objects, It is believed that the issuance process and subscription objects of Luoyang Jalon Micro-Nano New Materials Co.Ltd(688357) are in line with relevant laws and regulations, such as the company law of the people’s Republic of China, the securities law of the people’s Republic of China, the measures for the administration of securities issuance and underwriting, the measures for the Administration of securities issuance registration of companies listed on the science and Innovation Board (for Trial Implementation), and the detailed rules for the implementation of securities issuance and underwriting of companies listed on the science and Innovation Board of Shanghai Stock Exchange The requirements of the rules and regulations and the resolutions of the board of directors and the general meeting of shareholders of Luoyang Jalon Micro-Nano New Materials Co.Ltd(688357) on this issuance are in line with the interests of Luoyang Jalon Micro-Nano New Materials Co.Ltd(688357) and all its shareholders. 1、 Basic information of this issuance (I) types 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. (II) 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 according to the investment
The applicant’s subscription quotation shall be in strict accordance with the issuance price, issuance object and allotment of shares determined in the subscription invitation
According to the procedures and rules of the number of shares, the issue price is determined to be 157.08 yuan / share, and the issue price is consistent with the base price
The ratio is 101.28%.
(III) issued quantity
According to the subscription quotation of the issuing object, the number of shares issued to specific objects in a simple procedure is
1235039 shares were issued by issuing shares to specific objects, which did not exceed the board of directors and
The maximum number of issues approved by the general meeting of shareholders and approved by the CSRC for registration does not exceed the current issuer
The maximum number of shares to be issued is 1250805, and the number of shares to be issued exceeds that in this issuance plan
70% of the maximum number of shares to be issued.
(IV) issuing object
According to the application and quotation of investors, and in strict accordance with Luoyang Jalon Micro-Nano New Materials Co.Ltd(688357)
In 2021, the invitation to subscribe for shares issued to specific objects through simple procedures (hereinafter referred to as the “invitation to subscribe”)
Procedures and rules for determining the issuing price, issuing object and the number of allocated shares
Xiangxiang was finally determined to be the joint venture of Bank of communications Schroeder Fund Management Co., Ltd. and Wuhan huashijinhong private equity investment fund
Partnership (limited partnership), Li Jianfeng, China Europe Fund Management Co., Ltd., Chen yongyang and Wells Fargo fund management
There are 6 investors in the company. 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 1273231999989684 6
6 Wells Fargo Fund Management Co., Ltd. 25467400035636 6
Total 123503919399992612-
(V) raised funds and issuance expenses
The total amount of funds raised in this issuance is 19399992612 yuan, excluding the total issuance expenses excluding tax
RMB 403889959, and the net amount of raised funds is RMB 18996102653. This offering
The total amount of funds raised by the company without the approval of the CSRC and the board of directors is more than 19.4 million yuan. (VI) sales restriction period
The shares issued this time shall not be transferred within six months from the date of the end of this issuance.
After the end of this offering, the company’s shares increased due to the company’s bonus shares and the conversion of capital reserve into share capital shall also comply with the above arrangement of the sales restriction period. After the expiration of the sales restriction period, the reduction of the issued shares subscribed by the issuing object shall comply with the relevant provisions of the CSRC, Shanghai Stock Exchange and other regulatory authorities. (VII) place of listing
After the expiration of the sales restriction, the shares issued this time will be listed and traded on the science and Innovation Board of Shanghai Stock Exchange.
2、 Relevant procedures for the performance of this offering (I) 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. (II) 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. (III) the registration process of the regulatory authorities performed by this offering
(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 Luoyang Jalon Micro-Nano New Materials Co.Ltd(688357) to issue shares to specific objects for registration issued by CSRC (CSRC license [2022])
No. 347), China Securities Regulatory Commission approved the registration application of the company to issue shares to specific objects through summary procedures on February 18, 2022. 3、 Process and situation of this offering (I) sending of invitation for subscription
During the bidding period from January 6, 2022 (T-3) to January 11, 2022 (T), under the witness of the lawyers of Beijing Dacheng Law Firm, the issuer and the lead underwriter paid tribute to the top 20 shareholders of the issuer (excluding related parties), 33 securities investment fund management companies, 18 securities companies, 7 insurance institutional investors and 3 other investors, 18 investors have submitted the letter of intent for subscription, and a total of 99 investors (excluding duplicates) have sent the invitation for subscription and the quotation for issuing shares to specific objects in Luoyang Jalon Micro-Nano New Materials Co.Ltd(688357) 2021 through simple procedures (hereinafter referred to as the “quotation for subscription”) and other relevant attachments.
After verification, the content, sending scope and sending process of the subscription invitation documents comply with the requirements of relevant laws, regulations and rules, such as the administrative measures for securities issuance and underwriting, the administrative measures for the registration of securities issuance of companies listed on the science and Innovation Board (for Trial Implementation), and the detailed rules for the implementation of securities issuance and underwriting of companies listed on the science and Innovation Board of Shanghai Stock Exchange, Comply with the resolutions of the general meeting of shareholders and the board of directors of the Issuer on this issuance, and also comply with the provisions of the issuance plan documents submitted to the exchange. At the same time, the subscription invitation document truthfully, accurately and completely informed the investors in advance about the specific rules and time arrangement of selecting the issuance object, determining the subscription price and allocated quantity.
There is no “the controlling shareholders, actual controllers, directors, supervisors, senior managers of the issuer, the sponsor (lead underwriter) and the joint lead underwriters and their related parties that control or exert significant influence participate in the subscription of this offering directly or indirectly through structured products”, “The listed company and its major shareholders make a commitment to the minimum guarantee income or disguised minimum guarantee income to the issuing object, and provide financial assistance or compensation to the issuing object directly or through stakeholders”. (II) subscription quotation of this offering
From 9:00 to 12:00 on January 11, 2022, witnessed by the lawyers of Beijing Dacheng Law Firm, the issuer and the lead underwriter received the purchase quotation and its attachments replied by 14 investors. After the joint verification and confirmation of the issuer, the lead underwriter and lawyers, the eight companies belong to securities investment fund management companies and do not need to pay security deposit; The remaining six investors paid the deposit within the specified time, with a total amount of RMB 1200
In addition, Huatai Securities Co.Ltd(601688) failed to submit the purchase quotation and relevant materials as agreed after paying the deposit
Expected, did not participate in the purchase. The guarantee money of investors who have not been allocated and have not participated in the subscription has been returned in the original way as agreed.
The quotation of subscription for this offering is as follows:
Serial No. issuing object issuing object category subscription price subscription amount deposit whether there is (yuan / share) (10000 yuan) (10000 yuan) effective subscription
1 noan Fund Management Co., Ltd. 155.10200000 is not applicable
2 Dacheng Fund Management Co., Ltd. fund company 156.40250000 not applicable yes
3 Hangzhou Lexin Investment Management Co., Ltd. – Lexin Xinrong private other investors 156.00200000 200.00 are raised securities investment funds
4 Wells Fargo Fund Management Co., Ltd. 157.081450000 does not apply yes
5 Li Jianfeng natural person 166.66400000 200.00 yes
6 Wuhan huashijinhong private equity investment fund partnership other investors 169.91400000 200.00 Yes (limited partnership)
Bank of communications Schroder Fund Management Co., Ltd. fund company 163.00700000 not applicable is 7
158.00 7,000.00
8 Guosen Securities Co.Ltd(002736) securities company 156.19200000 200.00 yes
China Europe Fund Management Co., Ltd. 161.52200000 is not applicable. It is 9
155.12 2,500.00
