Citic Securities Company Limited(600030) . AVIC Securities Co., Ltd. on Avic Jonhon Optronic Technology Co.Ltd(002179)
Non public offering of A-Shares in 2021
Report on the issuance process and the compliance of subscribers
Co sponsor (co lead underwriter)
January 2002
Citic Securities Company Limited(600030) . AVIC Securities Co., Ltd
About Avic Jonhon Optronic Technology Co.Ltd(002179)
Non public offering of A-Shares in 2021
Report on the issuance process and the compliance of subscribers
China Securities Regulatory Commission:
Approved by the reply on approving Avic Jonhon Optronic Technology Co.Ltd(002179) non-public offering of shares (zjxk [2021] No. 3707) of China Securities Regulatory Commission (hereinafter referred to as "CSRC"), the non-public offering of Avic Jonhon Optronic Technology Co.Ltd(002179) (hereinafter referred to as " Avic Jonhon Optronic Technology Co.Ltd(002179) ", "issuer" and "company") shall not exceed 329983515 new shares (including this number) (hereinafter referred to as "this offering"). The co sponsor (co lead underwriter) Citic Securities Company Limited(600030) (hereinafter referred to as " Citic Securities Company Limited(600030) "), AVIC Securities Co., Ltd. (hereinafter referred to as "AVIC securities") ( Citic Securities Company Limited(600030) and AVIC securities hereinafter collectively referred to as "co lead underwriter" and "co sponsor") shall, in accordance with relevant laws and regulations and relevant requirements of your association, We have carefully checked the issuance process of this offering and the compliance of subscription objects, and issued this report. 1、 Overview of this non-public offering (I) issue price
The pricing benchmark date of this offering is the first day of the offering period, i.e. December 15, 2021. The issue price shall not be lower than 80% of the average trading price of the company's shares in the 20 trading days before the pricing benchmark date (average trading price of shares in the 20 trading days before the pricing benchmark date = total trading volume of shares in the 20 trading days before the pricing benchmark date / total trading volume of shares in the 20 trading days before the pricing benchmark date), i.e. 78.82 yuan / share.
The issuer and the joint lead underwriters, based on the subscription quotation of the subscription object of this issuance, and in accordance with the principles of price priority, amount priority and time priority, finally determine the issuance price of this issuance as 95.57 yuan / share by inquiry, which shall not be less than 80% of the average price of the company's shares in the 20 trading days before the first day of the issuance period.
(II) issued quantity
The number of shares issued this time is 35576016, which is in line with the company's second extraordinary shareholders' meeting in 2021
And the Avic Jonhon Optronic Technology Co.Ltd(002179) non-public offering
According to the official reply of the State Council (zjxk [2021] No. 3707), this non-public offering does not exceed 329983515 shares (including
Requirements for new shares.
(III) issuing object and subscription method
According to the subscription quotation of investors, and in strict accordance with the issuance price and issuance price determined in the subscription invitation
According to the procedures and rules of the object and the number of shares allocated, the issue price is determined to be 95.57 yuan / share, and the number of shares issued
35576016 shares, with a total raised capital of 339999991.23 yuan.
The objects of this issuance are finally determined as 11. The placement results of this issuance are as follows:
Serial number name of issuing object number of allocated shares (shares) amount allocated (yuan) lock up period (month)
1 China Aviation Technology Industry Co., Ltd. (hereinafter referred to as "China 2092706 200000000.00 18 aviation science and Engineering")
2 AVIC Industrial Investment Co., Ltd. (hereinafter referred to as "AVIC industrial investment") 1988071 190000000.00 18
3 Guohua Industrial Development Fund (limited partnership) 4708590 44999946.30 6
4 national manufacturing transformation and upgrading fund Co., Ltd. 1831123 175000425.11 6
5 Luzhou Jinhong No. 1 investment fund partnership (limited partnership) 2040389 194999976.73 6
6 Guizhou Railway Development Fund Management Co., Ltd. - Guizhou railway PICC 1621847 154999917.79 6 phase I No. 1 equity investment fund center (limited partnership)
7 Luoyang manufacturing high quality development fund (limited partnership) 2092706 19999912.42 6
8 Huatai Securities Co.Ltd(601688) (Shanghai) Asset Management Co., Ltd. 1307941 124999921.37 6
9. Nanfang industrial avionics equity investment (Tianjin) partnership (with 3139060 2999964.20 6 limited partnership)
10 Guoxin Investment Co., Ltd. 6382756 60999990.92 6
11 industrial investment fund Co., Ltd. 8370827 79999936.39 6
Total 35576016 339999991.23-
Note: "Guohua Industrial Development Fund (limited partnership)" refers to "Guohua military civilian integration Industrial Development Fund (limited partnership)",
"Industrial investment fund Co., Ltd." refers to "national military civilian integration industrial investment fund Co., Ltd", the same below.
(IV) amount of raised funds
The total amount of funds raised in this non-public offering is 339999991.23 yuan, after deducting the issuance expenses (excluding
After the value-added tax (VAT) is 7080188.68 yuan, the net amount of raised funds is 3392919802.55 yuan. Compliance with company 2021
The total amount of funds raised from non-public issuance of A-Shares approved at the second extraordinary general meeting of shareholders in shall not exceed 3400 million yuan.
After verification, the joint lead underwriters believe that the issuance price, issuance quantity, issuance object, subscription method and amount of raised funds of this issuance comply with the resolutions of the general meeting of shareholders of the issuer and 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 The detailed rules for the implementation of non-public offering of shares by listed companies and other laws, administrative regulations, departmental rules and normative documents. 2、 Relevant review and approval procedures for the performance of this non-public offering (I) internal decision-making process for the performance of this offering
The 13th meeting of the 6th board of directors and the 11th meeting of the 6th board of supervisors of the issuer held on July 9, 2021 considered and approved the relevant proposals of the issuer's application for non-public issuance of a shares.
On August 23, 2021, the issuer held the second extraordinary general meeting of shareholders in 2021, deliberated and approved the relevant proposals on the non-public offering of a shares, and authorized the board of directors to handle the matters related to the non-public offering of a shares. (II) approval process of regulatory authorities for this issuance
On August 9, 2021, 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 Avic Jonhon Optronic Technology Co.Ltd(002179) non-public Development Bank shares involving military matters (kegongji [2021] No. 730), agreeing to the issuer's non-public offering plan, which is valid for 24 months.
On August 20, 2021, AVIC issued the reply on issues related to Avic Jonhon Optronic Technology Co.Ltd(002179) non-public development of A-Shares (aviation capital [2021] No. 554), agreeing in principle to the overall plan of the issuer's non-public offering.
On November 8, 2021, the issuance Audit Committee of CSRC examined and approved the application for non-public offering of shares.
On November 23, 2021, the CSRC issued the reply on approving Avic Jonhon Optronic Technology Co.Ltd(002179) non-public offering of shares (zjxk [2021] No. 3707), which approved Avic Jonhon Optronic Technology Co.Ltd(002179) non-public offering of no more than 329983515 new shares (including the number of shares). The reply shall be valid within 12 months from the date of approval of issuance.
After verification, the joint lead underwriters believe that 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) sending object of subscription invitation documents
At the start of this non-public offering, the co lead underwriters sent Avic Jonhon Optronic Technology Co.Ltd(002179) non public development bank stock subscription invitation (hereinafter referred to as "subscription invitation") to 131 investors by e-mail or mail according to the list of investors sent by the daily report on December 2, 2021 to invite them to participate in this subscription. The list of investors includes the top 20 shareholders of the company (excluding 13 controlling shareholders, actual controllers or their controlled affiliates, directors, supervisors, senior managers, joint lead underwriters and affiliated parties with the above institutions and personnel), 21 fund companies, 10 securities companies, 12 insurance companies And 75 investors who have expressed their subscription intention to the issuer or joint lead underwriters.
In addition, after the issuer and the joint lead underwriters reported the non-public offering plan and the list of investors, until 9:00 on December 17, 2021, Luzhou Jinhong No. 1 investment fund partnership (limited partnership), southern industrial avionics Co., Ltd. (Tianjin) partnership (limited partnership), Jinan Jiangshan investment partnership (limited partnership) China Post Life Insurance Co., Ltd., Kaiyu capital (Singapore) Co., Ltd., Zhejiang Yiwu Tanzhen investment management partnership (limited partnership) - zhengxingu (Tanzhen) value China exclusive private securities investment fund, Gf Securities Co.Ltd(000776) , Shenzhen Zhongrong Harbin investment rescue investment partnership (limited partnership), China The Pacific Securities Co.Ltd(601099) Life Insurance Co., Ltd A total of 11 investors of Huabao securities Huazeng No. 11 single asset management plan and Huadian Jintai emerging strategic investment (Tianjin) partnership (limited partnership) expressed their subscription intention. Therefore, the issuer and the joint lead underwriters decided to add them to the list of sending subscription invitation, and the joint lead underwriters sent them subscription invitation and its attachments.
On December 17, 2021 (t day), the joint lead underwriters and Beijing Jingtian Gongcheng law firm carefully checked the subscription qualification and compliance of investors in the final subscription invitation list. The sending scope of subscription invitation documents met the relevant provisions of laws and regulations such as the administrative measures for securities issuance and underwriting and the detailed rules for the implementation of non-public offering of shares by listed companies, It also complies with the relevant requirements on the non-public offering plan and the issuing object deliberated and approved by the issuer's second extraordinary general meeting in 2021; There is no situation that "the controlling shareholder, actual controller or its controlled affiliates, directors, supervisors, senior managers, joint lead underwriters, and related parties with control relationship with the above institutions and personnel participate in the subscription of this issuance directly or indirectly"; There is no situation that "the listed company and its controlling shareholders, actual controllers and major shareholders provide financial assistance or compensation to the issuing object directly or through stakeholders". (II) subscription quotation of investors
From 9:00 a.m. to 12:00 a.m. on December 17, 2021, witnessed by the lawyers of Beijing Jingtian Gongcheng law firm, the bookkeeping center received 40 purchase quotations and their attachments. All investors participating in the purchase submitted relevant purchase documents in time in accordance with the requirements of the subscription invitation documents, except that the securities investment fund management company does not need to pay the deposit, Other investors shall pay the deposit in full and on time as agreed in the invitation for subscription.
No. full name of subscription object subscription price subscription amount paid (yuan / share) (10000 yuan) certificate is valid
1. Guohua Industrial Development Fund (limited amount: 103.18 45000.00)
(partner)
2 national manufacturing transformation and upgrading fund 95.57 40000.00 yes
limited company
3 Zheshang Securities Co.Ltd(601878) 93.65 10000.00 yes
90.65 12,000.00
four
