Citic Securities Company Limited(600030)
about
Shenzhen Deren Electronic Co.Ltd(002055)
Non public offering of a shares
Report on the issuance process and the compliance of subscribers
Sponsor (lead underwriter)
December, 2001
Citic Securities Company Limited(600030)
About Shenzhen Deren Electronic Co.Ltd(002055)
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 (lead underwriter)” or “lead underwriter”) as the sponsor (lead underwriter) of Shenzhen Deren Electronic Co.Ltd(002055) (hereinafter referred to as ” Shenzhen Deren Electronic Co.Ltd(002055) “, “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、 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 13, 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 11.06 yuan / share.
The company and the lead underwriter determine the issue price of 12.33 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. (II) issued quantity
The number of shares issued this time is 135620437, which meets the requirements for the number of non-public shares in the reply on approving Shenzhen Deren Electronic Co.Ltd(002055) non-public Development Bank shares (CSRC license [2021] No. 886).
(III) 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 number of allocated shares in the subscription invitation, the issuance price is determined to be 12.33 yuan / share, the number of shares issued is 135620437, and the total amount of raised funds is 1672199988.21 yuan.
The issuance object is finally determined as 31, and the issuance and placement results are as follows:
Sequence name of issuing object number of allocated shares allocated amount (yuan) lock up period (shares) (month)
1 Guo Weisong 12165450 149999998.50 6
2 Shanghai Jisheng Investment Management Co., Ltd. – Jisheng Huidi technology 11354420 13999998.60 6 innovative private securities investment fund
3 Shanghai Jisheng Investment Management Co., Ltd. – Jisheng laser No. 2 8110300 9999999.00 6 private securities investment fund
4 LV Qiang 8110300 9999999.00 6
5 Shanghai Jisheng Investment Management Co., Ltd. – Jisheng laser No. 3 6488240 799999.20 6 private securities investment fund
6 Nord Fund Management Co., Ltd. 6418491 79139994.03 6
7 CAITONG Fund Management Co., Ltd. 5393349 66499993.17 6
8 Ningbo Hongyang investment management partnership (limited partnership) – 4866180 59999999.40 6 Hongyang special fund phase III private securities investment fund
9 Zhang Huaibin 4866180 59999999.40 6
10 Shanghai Qianying Investment Management Co., Ltd. – Qianying value growth 2 4866180 599999.40 No. 6 private securities investment fund
11 Guotai Junan Securities Co.Ltd(601211) 4,279,807 52,770,020.31 6
12 Shen Zhenyu 4055150 4999999.50 6
13 Galaxy Capital Asset Management Co., Ltd. – Galaxy capital – Xinxin 4054339 49989999.87 6 collective asset management plan
Shenzhen Huaxia compound Asset Management Co., Ltd. – youdaohua 3714517 45799994.61 6 Xia1 private securities investment fund
15 Zhu Keqiang 3568532 4399999.56 6
16 Gu Mengjun 3244120 39999999.60 6
17 JPMorgan Chase Bank, National Association 3,244,120 39,999,999.60 6
18 Yu Jianguo 3244120 39999999.60 6
19 Liu Ziqin 3244120 39999999.60 6
20 Wang Fuxin 3244120 39999999.60 6
21 Shenzhen Huoshen Investment Management Co., Ltd. – Huoshen Qifu zhu2757502339999.66 private securities investment fund, No. 1, road 6
Sequence name of issuing object number of allocated shares allocated amount (yuan) lock up period (shares) (month)
22 Ma Guanghua 2433090 29999999.70 6
23 Beijing Taji Asset Management Co., Ltd. 2433090 29999999.70 6
24 Beijing warm Yixin Private Equity Fund Management Co., Ltd. – warm Yixin 2433090 2999999.70 6 actively growing private equity investment fund
25 Lai Dongmei 2433090 29999999.70 6
26 Shanghai Tong’an Investment Management Co., Ltd. – Tong’an superstar No. 1 Certificate 2433090 2999999.70 6 bond investment fund
27 Ningbo ningju Asset Management Center (limited partnership) – ningjuying 2433090 29999999.70 6 Shanhong 4 private securities investment fund
28 Liu Liping 2433090 29999999.70 6
29 Zhejiang ningju Investment Management Co., Ltd. – ningju Kaiyang No. 9 private 2433090 2999999.70 6 raised securities investment fund
30 Li Huiping 2433090 29999999.70 6
31 Shenzhen Qianhai JieChuang Capital Management Co., Ltd. – JieChuang Wuyi 2433090 2999999.70 6 No. 1 private equity investment fund
Total 135620437 1672199988.21-
(IV) amount of raised funds
The total amount of funds raised in this offering is 1672199988.21 yuan, after deducting the recommendation and underwriting fees and other issuance expenses of 29514375.24 yuan (excluding tax), the actual net amount of funds raised is 1642685612.97 yuan (excluding tax).
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 offering of shares by listed companies Provisions of administrative regulations, departmental rules and normative documents. 2、 Relevant review and approval procedures for the issuance
On March 30, 2020, the issuer held the 15th meeting of the 6th board of directors, deliberated and adopted the relevant proposals on the issuer’s application for non-public issuance of a shares.
On April 16, 2020, the issuer held the first extraordinary general meeting of shareholders in 2020, deliberated and adopted the relevant proposals on the non-public offering of a shares.
On January 6, 2021, the issuer held the second meeting of the seventh board of directors, deliberated and adopted relevant proposals on adjusting the company’s non-public offering plan.
On February 2, 2021, the issuer held the third meeting of the seventh board of directors, deliberated and adopted relevant proposals on adjusting the company’s non-public offering plan.
On March 15, 2021, the issuance Review Committee of CSRC approved the application for non-public offering of shares.
On May 26, 2021, the company obtained the reply on approving Shenzhen Deren Electronic Co.Ltd(002055) non-public development of shares (zjxk [2021] No. 886) from China Securities Regulatory Commission (issued on March 23, 2021).
On April 28, 2021, the company held the fourth meeting of the seventh board of directors, deliberated and adopted the proposal on extending the validity period of the company’s resolution on non-public development of shares, which was deliberated and adopted by the 2020 annual general meeting of shareholders held on May 26, 2021.
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) procedures of this offering
Date and time arrangement
T-3 1. Report to the CSRC the commitment letter on matters before and after the launch of the offering
On December 10, 2021 2. After the closing, the lead underwriter sent the invitation for subscription (Friday) to qualified investors. 3. The law firm witnessed the whole process
T-2 to T-1
From December 13, 2021 to 1, 2021, confirm that investors have received the invitation for subscription;
December 14, 2014 2. Accept investor consultation
(Monday to Tuesday)
Schedule date
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
