Guotai Junan Securities Co.Ltd(601211) 、
Zhongtai Securities Co.Ltd(600918) about Jiangsu Shentong Valve Co.Ltd(002438)
Non public offering of shares
Issuance process and subscriber compliance report
Sponsor (lead underwriter)
Co lead underwriter
January 2002
China Securities Regulatory Commission:
With the approval of the reply on approving Jiangsu Shentong Valve Co.Ltd(002438) non-public offering of shares (zjxk [2021] No. 3710) of China Securities Regulatory Commission (hereinafter referred to as “CSRC”), the non-public offering of Jiangsu Shentong Valve Co.Ltd(002438) (hereinafter referred to as ” Jiangsu Shentong Valve Co.Ltd(002438) “, “issuer” or “company”) shall not exceed 60 million new shares.
The sponsor (lead underwriter) Guotai Junan Securities Co.Ltd(601211) and joint lead underwriters Zhongtai Securities Co.Ltd(600918) (hereinafter collectively referred to as “joint lead underwriters”) of the issuer shall, in accordance with the measures for the administration of securities issuance of listed companies, 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 normative legal documents, as well as the relevant resolutions of the board of directors and the general meeting of shareholders of the issuer, After checking the issuer’s issuance process and the compliance of the subscription object, the relevant information is reported as follows: I. overview of the issuance
(I) stock type and par value per share
The type of shares issued this time is RMB ordinary shares (A shares) listed in China, with a par value of RMB 1 per share.
(II) issue price
The shares issued this time are subject to inquiry, The issuing price of the non-public offering shall not be less than 80% of the average trading price of the company’s shares in the 20 trading days before December 20, 2021 (the first day of the issuance period) (the average trading price of the shares in the 20 trading days before the first day of the issuance period = the total trading volume of the shares in the 20 trading days before the first day of the issuance period ÷ the total trading volume of the shares in the 20 trading days before the first day of the issuance period), i.e. 14.18 yuan / share.
The issuer and the joint lead underwriters shall determine the subscription object and make the placement in accordance with the principles of price priority, amount priority and time priority. The issuer and the joint lead underwriters, based on the quotations of all investors who have effectively subscribed, determine that the issue price is 17.01 yuan / share, and the ratio between the price and the issue reserve price is 119.96%; The ratio to the average price in the 20 trading days before the subscription quotation date (December 22, 2021, t day) is 95.34%.
(III) issued quantity
According to the reply on approving Jiangsu Shentong Valve Co.Ltd(002438) non-public Development Bank shares (zjxk [2021] No. 3710) issued by your association, the maximum number of shares issued this time is 60 million shares. The number of shares in this non-public offering is 21781305 shares, which does not exceed the upper limit specified in the resolutions of the relevant board of directors and the general meeting of shareholders and the document of CSRC zjxk [2021] No. 3710.
(IV) issuing object
The object of this issuance is finally determined as 18 investors, which is in line with the measures for the administration of securities issuance of listed companies, the detailed rules for the implementation of non-public development of shares of listed companies, the measures for the administration of securities issuance and underwriting and other relevant laws and regulations, the provisions of the general meeting of shareholders of the Issuer on the relevant resolutions of this issuance, and the issuance plan reported to the CSRC.
(V) amount of raised funds and issuance expenses
The total amount of funds raised in this issuance is 370499998.05 yuan. After deducting the issuance expenses of 8629321.96 yuan (excluding tax), the net amount of funds raised is 361870676.09 yuan, which is in line with the relevant resolutions of the board of directors and the general meeting of shareholders of the company and the relevant provisions of the CSRC.
After verification, the joint lead underwriters believe that the issuance price, issuance quantity, issuance object and raised capital amount of this issuance comply with the resolutions of the relevant board of directors and general meeting of shareholders of the issuer, and comply with the relevant provisions of laws and regulations such as the measures for the administration of securities issuance of listed companies, the detailed rules for the implementation of non-public issuance of shares by listed companies and the measures for the administration of securities issuance and underwriting, It is also in line with the issuance plan reported to the CSRC. 2、 Review and approval procedures involved in this transaction
(I) internal decision-making process of this issuance
On March 28, 2021, the company held the sixth meeting of the sixth board of directors, deliberated and passed the proposal on the company’s compliance with the conditions for non-public development of shares, the proposal on the company’s non-public development of shares and other proposals related to this offering item by item. On October 22, 2021, the 21st Meeting of the 5th board of directors convened by the issuer deliberated and adopted the proposal on the company’s non-public development plan (Revised Draft), and deliberated and adopted the plan for this stock issuance (Revised Draft).
On April 15, 2021, the company held the first extraordinary general meeting of shareholders in 2021, deliberated and passed the proposal on the company’s compliance with the conditions for non-public development of shares, the proposal on the company’s non-public development of shares and other proposals related to this offering item by item.
(II) approval process of regulatory authorities for this issuance
On June 10, 2020, the State Administration of science, technology and industry for National Defense issued the opinions of the State Administration of science, technology and industry for national defense on the review of Jiangsu Shentong Valve Co.Ltd(002438) non-public development of shares involving military matters (kegongji [2020] No. 517), and has agreed in principle to Jiangsu Shentong Valve Co.Ltd(002438) non-public offering of shares. The above opinions are valid for 24 months.
On November 15, 2021, the issuer’s application for non-public offering of shares was approved by the issuance Audit Committee of CSRC.
On November 23, 2021, the CSRC issued the reply on approving Jiangsu Shentong Valve Co.Ltd(002438) non-public Development Bank shares (zjxk [2021] No. 3710).
After verification, the joint lead underwriters believe that the non-public offering has been approved and authorized by the board of directors and the general meeting of shareholders of the issuer, and approved by the CSRC, which is in line with the provisions of relevant laws and regulations. 3、 Details of this non-public offering
(I) issuance of subscription invitation documents
On December 7, 2021, the issuer and the joint lead underwriters submitted the Jiangsu Shentong Valve Co.Ltd(002438) non-public development bank stock issuance plan and the list of investors to whom Jiangsu Shentong Valve Co.Ltd(002438) non-public Development Bank shares are to be sent subscription invitation to the CSRC, with a total of 171 specific investors. From the issuance plan and the list of objects to be sent the subscription invitation to the CSRC (i.e. December 7, 2021) to the subscription quotation of this issuance, the joint lead underwriters received the subscription intention of 40 new investors, and the joint lead underwriters and lawyers added them to the list of subscription invitation after careful verification.
Under the witness of Shanghai Tongli law firm, the issuer and the joint lead underwriters sent the invitation document for subscription of Jiangsu Shentong Valve Co.Ltd(002438) non-public Development Bank shares (hereinafter referred to as the “invitation for subscription”) and its attachment Jiangsu Shentong Valve Co.Ltd(002438) quotation for subscription of non-public offering shares and other subscription invitation documents to 211 specific objects.
The aforesaid specific objects include: the top 20 shareholders of the issuer (excluding the controlling shareholders, actual controllers or their controlled affiliates, directors, supervisors, senior managers, joint lead underwriters and their affiliates of the issuer); 30 fund companies; 21 securities companies; 16 insurance institutions; 94 other institutions; 30 individual investors.
The sending scope of the above subscription invitation documents complies with Article 2 of the detailed rules for the implementation of non-public offering of shares by listed companies
Relevant provisions of Article 13, namely:
1) The top 20 shareholders registered in Shenzhen Branch of China Securities Depository and Clearing Co., Ltd. (excluding related parties) after the closing of the market on November 30, 2021;
2) No less than 20 securities investment fund management companies;
3) Not less than 10 securities companies;
4) No less than 5 insurance institutional investors;
5) Investors who have submitted the letter of intent after the announcement of the resolution of the board of directors;
6) Other investors.
At the same time, the subscription invitation document truthfully, accurately and completely informed the inquiry object of the specific rules and time arrangement for selecting the issuance object, determining the subscription price and allocated quantity in advance. (II) subscription quotation
From 9:00 to 12:00 on December 22, 2021, witnessed by Shanghai Tongli law firm, the joint lead underwriters received 51 valid subscription quotations. Except that public funds, qualified foreign institutional investors (QFII) and RMB qualified foreign institutional investors (rqfii) do not need to pay the subscription deposit, other investors have submitted the subscription quotation in accordance with the requirements of the subscription invitation and paid the deposit in full and on time. The subscription of investors participating in the quotation and their management products meets the requirements of the subscription invitation documents, which is a valid subscription.
A total of 51 investors / products offered in this offering. The specific subscription quotations are as follows:
Serial number investor name investor type subscription price (yuan) total subscription amount (yuan)
1 China Securities Co.Ltd(601066) securities 18.33 50000000.00
2 Jiang Yanqi 18.30 12000000.00
Qingdao Luxiu Investment Management Co., Ltd. (Acting)
3 “Luxiu reindeer No. 21 private securities investment base (other 18.05 12000000.00 gold”)
18.00 12000000.00 4 Guo Weisong personal 17.00 150000000.00 16.00 240000000.00
17.89 12000000.00 5 fund of Nord Fund Management Co., Ltd. 16.89 15500000.00 16.33 36800000.00
17.66 29500000.00 6 CAITONG Fund Management Co., Ltd. 17.05 62350000.00 16.09 119050000.00
17.65 12000000.00 7 song Wenguang personal 16.13 15000000.00 15.55 18000000.00
17.60 22000000.00 8 UBS AG others 16.50 44000000.00 14.50 66000000.00
JPMorgan Chase Bank, 17.60 12000000.00 9 others
NATIONAL ASSOCIATION 16.50 24,000,000.00
