About China Securities Co.Ltd(601066) , Shenwan Hongyuan Group Co.Ltd(000166) securities underwriting and recommendation Co., Ltd
Kyland Technology Co.Ltd(300353)
Issue shares to specific objects in a summary procedure
of
Issuance process and subscriber compliance report
Sponsor (co lead underwriter)
(Building 4, No. 66 Anli Road, Chaoyang District, Beijing)
Co lead underwriter
(room 2004, 20th floor, Dacheng International Building, No. 358, Beijing South Road, high tech Zone (new urban area), Urumqi, Xinjiang) January 2002
The application for registration of Kyland Technology Co.Ltd(300353) (hereinafter referred to as ” Kyland Technology Co.Ltd(300353) “, “issuer” or “company”) to issue shares to specific objects is approved by the reply on Approving the registration of Kyland Technology Co.Ltd(300353) issuing shares to specific objects (zjxk [2021] No. 4069) of China Securities Regulatory Commission (hereinafter referred to as “CSRC”).
China Securities Co.Ltd(601066) (hereinafter referred to as ” China Securities Co.Ltd(601066) ” or “sponsor”) and Shenwan Hongyuan Group Co.Ltd(000166) securities underwriting sponsor Co., Ltd. (hereinafter referred to as ” Shenwan Hongyuan Group Co.Ltd(000166) “) as the joint lead underwriters of the issuer’s issuance of shares to specific objects through simple procedures, have verified the issuer’s issuance process and the compliance of subscription objects, It is believed that the issuance process and subscription objects of Kyland Technology Co.Ltd(300353) comply with the company law of the people’s Republic of China (hereinafter referred to as the “company law”), the securities law of the people’s Republic of China (hereinafter referred to as the “Securities Law”) and the measures for the Administration of securities issuance and underwriting (hereinafter referred to as the “measures for the administration of underwriting”) The measures for the administration of securities issuance registration of companies listed on the gem (for Trial Implementation) (hereinafter referred to as the “measures for the administration of registration”), the detailed rules for the implementation of securities issuance and underwriting business of companies listed on the gem of Shenzhen Stock Exchange (hereinafter referred to as the “detailed rules for underwriting”) and other relevant laws, regulations, rules and regulations, as well as Kyland Technology Co.Ltd(300353) the board of directors The resolution of the general meeting of shareholders is in line with the interests of Kyland Technology Co.Ltd(300353) and all its shareholders. 1、 Basic information of issuance
(I) type and par value of issued shares
The type of shares issued this time is domestic listed RMB ordinary shares (A shares), with a par value of RMB 1.00 per share.
(II) issue price
The pricing benchmark date of this issuance is the first day of the issuance period of the company’s shares (i.e. November 18, 2021). The issue price shall not be less than 80% of the average price of A-Shares of the company 20 trading days before the pricing benchmark date (average price of A-Shares 20 trading days before the pricing benchmark date = total trading volume of A-Shares 20 trading days before the pricing benchmark date / total trading volume of A-Shares 20 trading days before the pricing benchmark date).
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 7.90 yuan / share.
(III) issued quantity
According to the bidding results of this issuance, the number of shares issued this time is 20253164, which does not exceed the upper limit specified in the resolution of the issuer’s 2020 annual general meeting of shareholders; It shall not exceed 30% of the total share capital of the company before this issuance, and the corresponding amount of raised funds shall not exceed 300 million yuan and shall not exceed 20% of the net assets at the end of the most recent year.
If the company’s shares are distributed from the pricing base date to the issuance date, the capital reserve is converted into share capital, or the total share capital of the company changes before the issuance and the issuance price is adjusted due to other reasons, the upper limit of the number of shares issued will be adjusted accordingly. The final number of shares issued shall be subject to the number approved by the CSRC for registration.
(IV) issuing object
The objects of this issuance are industrial investment fund Co., Ltd., Xingzheng Global Fund Management Co., Ltd., CAITONG Fund Management Co., Ltd., Ningbo ningju Asset Management Center (limited partnership) – ningju YINGSHANHONG No. 4 private securities investment fund, China Galaxy Securities Co.Ltd(601881) , Gao Weiping and Guo Jinsheng.
(V) amount of raised funds
The total amount of funds raised in this offering is 159999995.60 yuan, after deducting the issuance expenses of 5288918.08 yuan (excluding tax), the net amount of funds raised is 154711077.52 yuan.
(VI) sales restriction period
The shares issued this time shall not be transferred within 6 months from the date of listing of the shares issued this time.
After the end of this offering, the company’s shares increased due to the company’s bonus shares and the conversion of capital reserve into share capital shall also comply with the above arrangement of the restricted sale period. After the expiration of the sales restriction period, the reduction of the shares subscribed by the issuing object shall comply with the relevant provisions of the CSRC, Shenzhen Stock Exchange and other regulatory authorities.
After verification, the joint lead underwriters believe that the issuance price, issuance object, issuance quantity, amount of raised funds and sales restriction period of this issuance comply with the resolutions of the issuer’s general meeting of shareholders and the requirements of relevant laws, regulations and normative documents such as the securities law, the measures for the Administration of underwriting, the measures for the administration of registration, the detailed rules for underwriting and so on.
(VII) place of stock listing
The shares issued this time will be listed and traded on the gem of Shenzhen Stock Exchange.
2、 Relevant procedures to be performed in this offering
(I) internal decision-making procedures for the issuance
On May 21, 2021, the issuer held the 2020 annual general meeting of shareholders, deliberated and passed the proposal on requesting the general meeting of shareholders to authorize the board of directors to handle matters related to small amount fast financing, and authorized the board of directors to decide that the company would issue shares with a total financing amount of no more than 300 million yuan and no more than 20% of the net assets at the end of the latest year to specific objects, The authorization period starts from the date of deliberation and approval of the company’s 2020 annual general meeting of shareholders to the date of holding the company’s 2021 annual general meeting of shareholders.
On November 15, 2021, the issuer held the 41st meeting of the 5th board of directors, The proposal on the company’s compliance with the conditions for issuing shares to specific objects through summary procedures, the proposal on the company’s plan for issuing shares to specific objects through summary procedures in 2021, and the proposal on the company’s plan for issuing shares to specific objects through summary procedures in 2021 were reviewed and approved Proposal on the demonstration and analysis report of the company’s plan to issue shares to specific objects in 2021 through simple procedures and proposal on the feasibility analysis report of the company’s use of funds raised by issuing shares to specific objects in 2021 through simple procedures Proposals related to this offering, such as the proposal on diluting immediate return and filling return measures and commitments of relevant subjects for the company to issue shares to specific objects with summary procedures, the proposal on the company’s shareholder return plan for the next three years (2021-2023), etc.
On November 26, 2021, the issuer held the 42nd meeting of the Fifth Board of directors, The proposal on the bidding results of the company’s issuance of shares to specific objects in 2021 through simple procedures, the proposal on signing a share subscription agreement with specific objects with effective conditions, and the proposal on the company’s non recurring income statement were reviewed and approved Proposal on the authenticity, accuracy and completeness of the prospectus for the issuance of shares to specific objects by the company’s gem through simple procedures, proposal on the company’s plan for the issuance of shares to specific objects by simple procedures in 2021 (Revised Draft), proposal on the demonstration and analysis report of the company’s plan for the issuance of shares to specific objects by simple procedures in 2021 (Revised Draft) The proposal on the feasibility analysis report (Revised Version) of the company’s issuance of shares to specific objects in 2021, the proposal on the company’s internal control self-evaluation report on September 30, 2021, the proposal on the company’s internal control assurance report and other proposals related to this issuance.
(II) review process of the issuance supervision department
The company’s application for issuance of shares to specific objects through summary procedures is the notice of Shenzhen Securities on application documents for issuance of shares to specific objects on December 13, 2021 (szss [2021] No. 504). The issuance and listing audit institution of Shenzhen Stock Exchange reviewed the application documents for the company to issue shares to specific objects, and submitted them to the CSRC for registration on December 16, 2021.
On December 28, 2021, the issuer received the reply on approving Kyland Technology Co.Ltd(300353) to issue shares to specific objects for registration (zjxk [2021] No. 4069) issued by China Securities Regulatory Commission, and agreed to the company’s application for registration of issuing shares to specific objects through simple procedures.
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, and has obtained the registration consent of the CSRC, and the procedures performed comply with the provisions of relevant laws, regulations and normative documents.
3、 Details of this offering
(I) sending of invitation for subscription
From November 17, 2021 to the subscription quotation date, before 8:30 a.m. on November 22, 2021, The issuer and the co lead underwriters issued to 74 institutional and individual investors the invitation to subscribe for Kyland Technology Co.Ltd(300353) issuance of shares to specific objects by simple procedures (hereinafter referred to as the “invitation to subscribe”) and its annex Kyland Technology Co.Ltd(300353) quotation for application for issuance of shares to specific objects by simple procedures (hereinafter referred to as the “quotation for subscription”) and other subscription invitation documents. The specific sending objects of this subscription invitation document include the top 20 shareholders of the issuer (excluding related parties), 22 securities investment fund management companies, 11 securities companies, 8 insurance institutional investors and 13 investors who have expressed their subscription intention. Upon verification by the joint lead underwriters, the sending scope of the invitation for subscription complies with the relevant provisions of laws, regulations and normative documents such as the measures for the administration of securities issuance registration of companies listed on the gem (for Trial Implementation), the measures for the administration of securities issuance and underwriting, and the detailed rules for the implementation of securities issuance and underwriting business of companies listed on the gem of Shenzhen Stock Exchange.
(II) subscription quotation of investors
According to the issuance schedule, the investors’ quotation and subscription time is 8:30-11:30 a.m. on November 22, 2021. In the witness of the issuer’s lawyer, the joint lead underwriters received the subscription quotation and its attachments from 11 investors within this time range.
The declarations of the above 11 investors are as follows:
Serial number investor name subscription price (yuan / subscription amount (10000 yuan) is it a valid quoted share)
9.50 1,000
1 Xingzheng Global Fund Management Co., Ltd. 8.50 2000
department
8.00 4,000
Ningbo ningju Asset Management Center (8.45 million yuan)
2 limited partnership) – ningju YINGSHANHONG 4 8.15 1500 yes
Private securities investment fund 7.95 2000
3 Gao Weiping 8.26 1000 yes
CAITONG Fund Management Co., Ltd. 8.23 2670
four
7.86 3,770
5 Guo Jinsheng 8.16 1000 yes
6 China Galaxy Securities Co.Ltd(601881) Securities Co., Ltd. 7.94 1000 yes
department
Industrial investment fund Co., Ltd. 7.90 11000
Division 7
7.86 11,000
7.88 1,000
8 Yu Cheng 7.86 1000 yes
7.85 1,000
Shanghai Zhengda Asset Management Co., Ltd
Division 9 – Zendai quantitative value private securities 7.87 1000 yes
investment funds
10 Shijingshan District, Beijing modern innovation 7.85 5000
Industrial Development Fund Co., Ltd
11 Chen Hui 7.85
