Jiangsu Shentong Valve Co.Ltd(002438) : Jiangsu Shentong Valve Co.Ltd(002438) report on non-public offering of shares

Jiangsu Shentong Valve Co.Ltd(002438)

Non public offering of shares

Issuance report

Sponsor (lead underwriter)

Co lead underwriter

January 2002

Jiangsu Shentong Valve Co.Ltd(002438) letter of commitment of all directors

All directors of the company have verified the issuance report, confirmed that there are no false records, misleading statements or major omissions, and bear corresponding legal liabilities for its authenticity, accuracy and completeness. Signatures of all directors:

Han Li, Wu Jian, Xin Wang Yi

Zhang Yuhai, Sun Zhen, Hua Yanjun

Xiao Yongbo

Jiangsu Shentong Valve Co.Ltd(002438) mm / DD / yy

catalogue

Jiangsu Shentong Valve Co.Ltd(002438) letter of commitment of all Directors 2 interpretation Section 1 basic information of this offering twelve

1、 Relevant procedures performed in this offering twelve

(I) the internal decision-making process of this offering twelve

(II) the approval process of the regulatory authorities for this issuance twelve

(III) receipt and capital verification of raised funds twelve

(IV) share registration thirteen

2、 Basic information of this offering thirteen

(I) type and par value of issued shares thirteen

(II) number of issues thirteen

(III) issuance method thirteen

(IV) issue price thirteen

(V) total amount of raised funds and issuance expenses fourteen

(VI) issuing object fourteen

(VII) subscription quotation and share placement fifteen

(VIII) purpose of raised funds nineteen

(IX) sales restriction period twenty

(x) listing place of the issued shares twenty

(11) Establishment of special account for raised funds and signing of tripartite supervision agreement twenty

3、 Introduction to the issuer twenty-one

(I) basic information of issuing objects twenty-one

(II) relationship between the issuing object and the company 31 (III) major transactions and future transaction arrangements between the issuer and its related parties in the latest year thirty-three

(IV) filing of private equity funds of the issuing object thirty-three

(V) description of the appropriateness of the subscription object thirty-four

4、 Relevant institutions of this issuance thirty-five

(I) recommendation institution (lead underwriter) thirty-five

(II) Co lead underwriters thirty-six

(III) the issuer’s lawyer thirty-six

(IV) audit institution thirty-six

(V) capital verification institution thirty-seven

Section II basic information of the company before and after the issuance thirty-eight

1、 The top 10 shareholders of the company before and after this offering thirty-eight

(I) top 10 shareholders of the company before this offering thirty-eight

(II) the top 10 shareholders of the company after the new shares are registered in the account thirty-eight

2、 The impact of this offering on the company thirty-nine

(I) changes in share capital structure thirty-nine

(II) changes in asset structure thirty-nine

(III) changes in business structure forty

(IV) changes in corporate governance forty

(V) structure and shareholding changes of directors, supervisors and senior managers forty

(VI) changes in related party transactions and horizontal competition 40 (VII) impact of share change on main financial indicators Section III opinions of intermediaries on this offering 42 I. concluding comments of the co lead underwriters on the issuance process and the compliance of the issuing object 42 (I) compliance with the pricing process of this offering 42 (II) compliance with the selection of issuing objects 42 (III) compliance with the source of subscription funds of the subscription object 42 II. Concluding comments of the issuer’s lawyer on the compliance of the issuance process and the issuing object 43 Section IV declaration of intermediary 44. Statement of the sponsor (lead underwriter) 45 statement of the co lead underwriters 46 statement by the issuer’s lawyer 47 auditor’s statement 48 statement of capital verification institution 49 Section V documents for future reference 51 I. list of documents for future reference 51 II. Storage place of documents for future reference fifty-one

interpretation

In this document, unless the context otherwise requires, the following words have the following meanings: the company, the company, the issuer, refers to Jiangsu Shentong Valve Co.Ltd(002438) listed company, Jiangsu Shentong Valve Co.Ltd(002438)

This offering and this non-public offering refer to the issuer’s non-public offering of no more than 60 million RMB ordinary shares with a face value of RMB 1.00 to specific objects

Articles of association means the Jiangsu Shentong Valve Co.Ltd(002438) articles of association

The pricing base date refers to the first day of the issuance period of this non-public offering, i.e. December 20, 2021

CSRC refers to the China Securities Regulatory Commission

Company law means the company law of the people’s Republic of China

Securities Law means the securities law of the people’s Republic of China

Board of directors means the Jiangsu Shentong Valve Co.Ltd(002438) board of directors

General meeting means Jiangsu Shentong Valve Co.Ltd(002438) general meeting of shareholders

Guotai Junan Securities Co.Ltd(601211) , sponsor (lead underwriter) Guotai Junan Securities Co.Ltd(601211) , joint lead underwriter Zhongtai Securities Co.Ltd(600918) , joint lead underwriter Zhongtai Securities Co.Ltd(600918)

The lawyer of the company refers to Shanghai Tongli law firm

Audit institution and capital verification institution refer to Tianzhi International Certified Public Accountants (special general partnership)

Yuan, ten thousand yuan and one hundred million yuan refer to RMB yuan, ten thousand yuan and one hundred million yuan

Section I basic information of this offering

1、 Relevant procedures to be performed in this offering

(I) internal decision-making process of this issuance

On March 28, 2021, the company held the 15th meeting of the 5th board of directors to consider and pass 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 examined and approved at the 123rd meeting of the 18th issuance Review Committee of CSRC in 2021.

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).

(III) receipt and capital verification of raised funds

On January 4, 2022, Tianzhi International Certified Public Accountants (special general partnership) verified the paid in subscription funds paid by the subscription objects of this offering, and issued the capital verification report (tzyz [2022] No. 135) on January 5, 2022. According to the report, as of December 2, 2021

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