Citic Securities Company Limited(600030)
Special verification opinions on Shanghai Titan Scientific Co.Ltd(688133) adjusting the scheme of issuing A-Shares to specific objects
Citic Securities Company Limited(600030) (hereinafter referred to as ” Citic Securities Company Limited(600030) ” and “sponsor”) as the sponsor of Shanghai Titan Scientific Co.Ltd(688133) (hereinafter referred to as ” Shanghai Titan Scientific Co.Ltd(688133) ” or “company”) issuing A-share shares (hereinafter referred to as “this issuance”) to specific objects in 2021, according to the administrative measures for the registration of securities issuance of companies listed on the science and Innovation Board (Trial Implementation) and other relevant provisions, We have checked the adjustment of Shanghai Titan Scientific Co.Ltd(688133) this issuance plan and issued the following opinions (unless otherwise specified in the verification opinions, the relevant terms have the same meaning as in the prospectus for A-share issuance to specific objects by Shanghai Shanghai Titan Scientific Co.Ltd(688133) Co., Ltd. in 2021)
1、 Main contents of the adjustment of the issuance scheme
On December 30, 2021, Shanghai Titan Scientific Co.Ltd(688133) the 19th meeting of the third board of directors and the 16th meeting of the third board of supervisors were held, The proposal on adjusting the company’s plan for issuing A-Shares to specific objects in 2021, the proposal on the company’s plan for issuing A-Shares to specific objects in 2021 (Revised Draft), and the proposal on the demonstration and analysis report (Revised Draft) of the company’s plan for issuing A-Shares to specific objects in 2021 were reviewed and approved Proposal on the feasibility analysis report (Revised Draft) on the use of funds raised by the company’s issuance of A-Shares to specific objects in 2021 and other relevant proposals. In accordance with 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 registration of listed companies on the science and Innovation Board (for Trial Implementation) and other relevant laws, regulations and normative documents, the board of directors of the company adjusted the scale and purpose of the raised funds in the issuance plan. The specific contents are as follows:
Before revision:
The total amount of A-Shares issued to specific objects this time shall not exceed 1054345900 yuan (including this amount). The net amount of the total amount of funds raised this time after deducting the issuance expenses will be used in the following directions:
Unit: 10000 yuan
No. proposed investment of total investment raised funds of the project
1 Shanghai Titan Scientific Co.Ltd(688133) life science headquarters park project 77434.5977434.59
2. Supplementary working capital project 28000.0028000.00
Total 105434.59
Within the scope of the above raised capital investment projects, the company can appropriately adjust the investment sequence and specific amount of the corresponding raised capital investment projects according to the actual situation such as project progress and capital demand. Before the raised funds are in place, the company may, according to the actual situation of the projects invested with the raised funds, invest with the self raised funds first, 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.
Revised:
The total amount of A-Shares issued to specific objects this time shall not exceed 1023345900 yuan (including this amount). The net amount of the total amount of funds raised this time after deducting the issuance expenses will be used in the following directions:
Unit: 10000 yuan
No. proposed investment of total investment raised funds of the project
1 Shanghai Titan Scientific Co.Ltd(688133) life science headquarters park project 77434.5977434.59
2. Supplementary working capital project 24900.0024900.00
Total 102334.59
Within the scope of the above raised capital investment projects, the company can appropriately adjust the investment sequence and specific amount of the corresponding raised capital investment projects according to the actual situation such as project progress and capital demand. Before the raised funds are in place, the company may, according to the actual situation of the projects invested with the raised funds, invest with the self raised funds first, 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.
2、 The company’s approval procedures for the adjustment and performance of the issuance plan
(i) Deliberations of the board of directors
On December 30, 2021, the company held the 19th meeting of the third board of directors, The proposal on adjusting the company’s plan for issuing A-Shares to specific objects in 2021, the proposal on the company’s plan for issuing A-Shares to specific objects in 2021 (Revised Draft), and the proposal on the demonstration and analysis report (Revised Draft) of the company’s plan for issuing A-Shares to specific objects in 2021 were reviewed and approved Proposal on the feasibility analysis report (Revised Draft) on the use of funds raised by the company’s issuance of A-Shares to specific objects in 2021 and other relevant proposals.
According to the proposal on requesting the general meeting of shareholders of the company to authorize the board of directors of the company to fully handle the specific matters of the issuance of shares to specific objects deliberated and adopted at the second extraordinary general meeting of shareholders of the company in 2021, the adjustment of the issuance scheme does not need to be submitted to the general meeting of shareholders of the company for deliberation.
（2） Deliberations of the board of supervisors
On December 30, 2021, the 16th meeting of the third board of supervisors, The proposal on adjusting the company’s plan for issuing A-Shares to specific objects in 2021, the proposal on the company’s plan for issuing A-Shares to specific objects in 2021 (Revised Draft), and the proposal on the demonstration and analysis report (Revised Draft) of the company’s plan for issuing A-Shares to specific objects in 2021 were reviewed and approved Proposal on the feasibility analysis report (Revised Draft) on the use of funds raised by the company’s issuance of A-Shares to specific objects in 2021 and other relevant proposals.
（3） Independent opinions of independent directors
The independent directors have expressed their independent opinions on the proposals related to the adjustment of the issuance plan.
3、 Verification opinions of the recommendation institution
In conclusion, the sponsor believes that:
1. The company’s adjusted issuance plan is to reduce the amount of raised funds, which meets the relevant requirements of the Q & A on the review of securities issuance and listing of companies listed on the science and Innovation Board of Shanghai Stock Exchange, and does not constitute a major change in the issuance plan; 2. The company’s adjustment of the issuance plan has been deliberated and approved by the board of directors and the board of supervisors of the company, which does not need to be submitted to the general meeting of shareholders for deliberation. The voting procedures are legal and compliant. The independent directors have expressed independent opinions on the above matters and fulfilled the necessary approval procedures;
3. After the adjustment of the issuance plan, the company’s issuance still complies with the provisions of relevant laws, regulations and normative documents such as the measures for the administration of securities issuance registration of companies listed on the science and Innovation Board (for Trial Implementation), which will not affect the company’s issuance; 4. The adjusted issuance plan needs to be reviewed and approved by Shanghai Stock Exchange and approved and registered by CSRC.
In conclusion, the recommendation institution has no objection to the company’s adjustment of the issuance plan. (no text below)
(there is no text on this page, which is the signature page of Citic Securities Company Limited(600030) special verification opinions on Shanghai Titan Scientific Co.Ltd(688133) adjusting the scheme of issuing A-Shares to specific objects) sponsor representative:
Ju Hongcheng, yuan Binlong
Citic Securities Company Limited(600030) mm / DD / yy
