Citic Securities Company Limited(600030)
about
Non public offering of shares
Report on the issuance process and the compliance of subscribers
Sponsor (lead underwriter)
December, 2001
Citic Securities Company Limited(600030)
About Annil Co.Ltd(002875)
Report on the issuance process of non-public offering shares and the compliance of subscription objects China Securities Regulatory Commission:
Citic Securities Company Limited(600030) (hereinafter referred to as " Citic Securities Company Limited(600030) ", "sponsor" or "lead underwriter") as the sponsor (lead underwriter) of Annil Co.Ltd(002875) (hereinafter referred to as " Annil Co.Ltd(002875) ", "issuer" or "company") for this non-public offering of shares (hereinafter referred to as "this offering" or "this non-public offering"), in accordance with the relevant requirements of your association, Issue the following instructions on the compliance of this issuance. 1、 Issue overview of this non-public offering (I) issue price
The non-public offering of shares adopts the method of inquiry, and the pricing benchmark date is the first day of the issuance period of the non-public offering of shares (December 9, 2021), The issue price shall not be less than 80% of the average trading price of A-Shares of the company 20 trading days before the pricing benchmark date (average trading price of shares 20 trading days before the pricing benchmark date = total trading amount of shares 20 trading days before the pricing benchmark date ÷ total trading amount of shares 20 trading days before the pricing benchmark date), that is, not less than 7.32 yuan / share.
The company and the lead underwriter determine the issue price of 7.58 yuan / share according to the subscription quotation of investors and in strict accordance with the procedures and rules for determining the issue price, the issue object and the number of allocated shares in the subscription invitation. （2） Number of issues
The number of shares issued this time is 42416270, which meets the requirements for the number of non-public shares in the reply on approving Annil Co.Ltd(002875) non-public Development Bank shares (CSRC license [2021] No. 511).
（3） Issuing object and subscription method
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 subscription invitation, it is determined that the issuance price is 7.58 yuan / share, the number of issued shares is 42416270, and the total amount of raised funds is 321515326.60 yuan.
The issuance object is finally determined as 10, and the issuance and placement results are as follows:
Serial number name of issuing object number of allocated shares (shares) amount allocated (yuan) lock up period (month)
1 Guan Zhibo 408970999994.226
2 Xu Guoxin 369393127999996.986
3 Zhang Jianfei 46174143499998.126
4 Yang Yin 27704482099995.846
Xinyu Shansi Investment Management Center (limited)
5 partners) - Shansi Junhan No. 2 private securities investment fund 59366754499996.506
6 Chen Jian 211081715999992.866
7 Huang Zhimin 435356232999999.966
8 Xue Xiaohua 1978891499993.786
9 Deng Yinzhao 963060672999993.486
10 Peng Xianwei 323421724515364.866
Total 42416270321515326.60-
（4） Amount of raised funds
The total amount of funds raised in this offering is 321515326.60 yuan. After deducting the recommendation and underwriting fees and other issuance expenses of 10108452.57 yuan (excluding value-added tax), the actual net amount of funds raised is 311406874.03 yuan.
After verification, the recommendation institution (lead underwriter) believes that the issuance price, issuance object, issuance quantity and raised capital amount of this issuance comply with the resolutions of the general meeting of shareholders of the issuer and laws such as the company law, the securities law, the measures for the administration of securities issuance and underwriting, the measures for the administration of securities issuance of listed companies and the detailed rules for the implementation of non-public development of shares by listed companies Provisions of administrative regulations, departmental rules and normative documents. 2、 Relevant review and approval procedures for the issuance
On September 24, 2020, the issuer held the eighth meeting of the third board of directors, deliberated and adopted the relevant proposal of the issuer's application for non-public issuance of a shares.
On October 15, 2020, the issuer held the resolution of the second extraordinary general meeting of shareholders in 2020, deliberated and adopted the relevant proposal on the non-public offering of a shares.
On January 25, 2021, the issuance Review Committee of CSRC approved the application for non-public offering of shares.
On February 9, 2021, the CSRC issued the reply on approving Annil Co.Ltd(002875) non-public Development Bank shares (zjxk [2021] No. 511).
On September 29, 2021, the issuer held the first extraordinary general meeting of shareholders in 2021 to consider and approve the validity period of the company's resolution on the non-public offering of shares and the validity period of the shareholders' meeting authorizing the board of directors to handle matters related to the non-public offering of shares, which shall be extended for 12 months from the expiration of the original validity period.
After verification by the sponsor (lead underwriter), the issuance has been deliberated and approved by the board of directors and the general meeting of shareholders of the issuer, approved by the CSRC, and fulfilled the necessary internal decision-making and external approval procedures. 3、 Specific process and situation of this non-public offering of shares (I) this offering procedure
Date and time arrangement
T-3 1. Report to the CSRC the commitment letter on matters before and after the launch of the offering
December 8, 2021 2. The lead underwriter sends the invitation for subscription (Wednesday) to qualified investors after closing. 3. The law firm witnesses the whole process
T-2 to T-1
From December 9, 2021 to January 1, 2021, confirm that the investor has received the subscription invitation;
December 10 2. Accept investor consultation
(Thursday to Friday)
Date and time arrangement
1. 9:00-12:00 a.m. receive the fax of subscription documents, book and file;
2. Accept the subscription deposit before 12:00 a.m;
T day 3. The law firm witnessed the whole process;
On December 13, 2021, 4. Check the investor suitability of the proposed placement object;
(Monday) 5. Determine the issue price, issue quantity and list of allocated objects according to the inquiry results and investor suitability verification
6. Issue the payment notice and share subscription agreement to the allocated object
T + 2 days
December 15, 2021 1 1. Return the subscription deposit to investors who have not been placed
(Wednesday)
T + 3 day 1. Accept the supplementary subscription balance paid by the allocated object (as of 15:00 p.m.)
On December 16, 2021, the accountant verified the capital of the subscription funds
(Thursday)
T + 4 day 1. Transfer the net amount of raised funds to the issuer's special account for raised funds
On December 17, 2021, the accountant verified the capital of the issuer's special account for raised funds
(Friday) 3. The accountant issues a capital verification report
（2） Subscription invitation sending process
Annil Co.Ltd(002875) at the start of this non-public offering, the sponsor (lead underwriter) sent the invitation for subscription of Annil Co.Ltd(002875) non-public offering shares (hereinafter referred to as the "invitation for subscription") to all 92 institutions and individuals in the list of investors to send the invitation for subscription submitted to the CSRC on November 22, 2021. Among them, there are 16 top 20 shareholders (excluding the controlling shareholders, actual controllers, directors, supervisors, senior managers of the issuer and the lead underwriter and their related parties controlling or exerting significant influence), 21 fund companies, 10 securities companies, 7 insurance companies and 38 other types of investors.
Upon verification, the sending scope of the invitation for subscription for this issuance complies with the relevant provisions of Article 23 of the detailed rules for the implementation of non-public offering of shares by listed companies.
During the period from 9:00 on November 22, 2021 to December 13, 2021, after the sponsor (lead underwriter) submitted the issuance plan for this non-public offering, 16 investors such as Innotech Fund Management Co., Ltd. expressed their subscription intention, and the lead underwriter sent supplementary subscription invitation documents to the above 16 investors.
As of 9:00 on December 13, 2021, the non-public offering has sent subscription invitation documents to 108 specific objects, including 16 of the issuer's top 20 shareholders (excluding the controlling shareholders, actual controllers, directors, supervisors, senior managers and their controlled or influential affiliates of the issuer and the lead underwriter), 22 fund companies There are 10 securities companies, 7 insurance companies and 53 other investors. After careful verification, the recommendation institution (lead underwriter) and lawyers believe that they comply with the measures for the administration of securities issuance and underwriting, the measures for the administration of securities issuance by listed companies, the detailed rules for the implementation of non-public development of shares by listed companies and other documents, as well as the provisions of the board of directors and the general meeting of shareholders on the qualification of subscription objects of this non-public offering.
After verification, the sponsor (lead underwriter) believes that the content and scope of the subscription invitation documents comply with the relevant provisions of the company law, the securities law, the measures for the administration of securities issuance and underwriting, the detailed rules for the implementation of non-public offering of shares by listed companies and other laws and regulations, as well as the board of directors of the issuer Relevant requirements on the non-public offering plan and the issuing object adopted by relevant resolutions of the general meeting of shareholders. The investors participating in the subscription quotation of this offering and the products under their management do not have the situation that "the controlling shareholders, actual controllers, directors, supervisors, senior managers of the issuer and the recommendation institution (lead underwriter) and their related parties controlling or exerting significant influence participate in the subscription of this offering directly or indirectly", nor do the issuer and its controlling shareholders The actual controller, major shareholders and recommendation institution (lead underwriter) directly or through their stakeholders make a commitment to the minimum guarantee income or disguised minimum guarantee income to the subscription object of this issuance, and provide financial assistance or compensation. （3） Subscription quotation of investors
According to the subscription invitation, the time for the issuance to receive the subscription documents is 9:00-12:00 on December 13, 2021, and the issuer's lawyer witnessed the whole process. Within the effective quotation time, the bookkeeping center received a total of 16 purchase quotations. As of 12:00 on December 13, 2021, all investors participating in the subscription have sent relevant subscription documents in time. Except for securities investment fund management companies, qualified foreign institutional investors and RMB qualified foreign institutional investors, there is no need to pay security deposit, And one investor, Yifan selection No. 2 private securities investment fund managed by Henan Yifan Private Equity Fund Management Co., Ltd., failed to pay the deposit within the specified time. Therefore, as an invalid quotation, other investors paid the deposit in full and in time according to the subscription invitation, and the quotation is a valid quotation.
From 9:00 to 12:00 on December 13, 2021, a total of 16 investors made quotations. The specific subscription quotations are as follows:
Serial No. whether the subscription price of the subscription object and the subscription amount have been paid in full
