Securities code: Suzhou Zelgen Biopharmaceuticals Co.Ltd(688266) securities abbreviation: Suzhou Zelgen Biopharmaceuticals Co.Ltd(688266) Announcement No.: 2022035 Suzhou Zelgen Biopharmaceuticals Co.Ltd(688266)
Announcement of resolutions of the first meeting of the second board of supervisors
The board of supervisors and all supervisors of the company guarantee that there are no false records, misleading statements or major omissions in the contents of this announcement, and bear legal liabilities for the authenticity, accuracy and integrity of its contents according to law.
1、 Meetings of the board of supervisors
Suzhou Zelgen Biopharmaceuticals Co.Ltd(688266) (hereinafter referred to as “the company”) the first meeting of the second board of supervisors was held in the company’s conference room by on-site voting on May 19, 2022. The notice of this meeting was sent to all supervisors by e-mail on May 19, 2022. All supervisors attending the meeting were informed of the necessary information related to the matters discussed. All the supervisors unanimously agreed to waive the advance notice period of this meeting, and the convener has made an explanation on the exemption of the notice of the meeting of the board of supervisors at the meeting of the board of supervisors. All supervisors unanimously agreed to elect Mr. Yi Bihui to preside over the meeting. Three supervisors should attend the meeting and three actually attended the meeting. The convening and convening procedures of the meeting comply with the company law of the people’s Republic of China (hereinafter referred to as the “company law”) and other laws, regulations, departmental rules and the relevant provisions of Suzhou Zelgen Biopharmaceuticals Co.Ltd(688266) articles of association, and the resolutions of the meeting are legal and effective.
2、 Deliberation at the meeting of the board of supervisors
(I) deliberated and adopted the proposal on Exempting the notice time limit of the first meeting of the second board of supervisors of the company
After deliberation, all supervisors unanimously agreed to waive the advance notice period of this meeting.
Voting results: 3 in favor, 0 against and 0 abstention.
(II) deliberated and passed the proposal on electing the chairman of the second board of supervisors of the company
After deliberation, all supervisors unanimously agreed to elect Mr. Yi Bihui as the chairman of the second board of supervisors of the company, and the term of office is the same as that of the second board of supervisors.
For details, please refer to the company’s disclosure on the same day in China Securities Journal, Shanghai Securities News, securities times, securities daily and the website of Shanghai Stock Exchange (www.sse. Com. CN) On completing the work of the board of directors and supervisors
Voting results: 3 in favor, 0 against and 0 abstention.
(III) the proposal on the company’s plan for issuing A-Shares to specific objects in 2021 (Revised Draft) was deliberated and adopted item by item
The specific scheme and voting results of the company’s issuance of A-Shares to specific objects are as follows:
1. Type and par value of issued shares
The type of shares issued to specific objects this time is RMB ordinary shares (A shares) listed in China, with a par value of RMB 1.00 per share.
Voting results: 3 in favor, 0 against and 0 abstention.
2. Issuing method and time
This issuance is all carried out by issuing A-Shares to specific objects, and will be issued to specific objects at an appropriate time within the validity period after the China Securities Regulatory Commission (hereinafter referred to as “CSRC”) agrees to register.
Voting results: 3 in favor, 0 against and 0 abstention.
3. Issuing object and subscription method
The objects of this issuance are no more than 35 (including this number) specific investors such as securities investment fund management companies, securities companies, trust and investment companies, financial companies, insurance institutional investors, qualified foreign institutional investors (QFII), other domestic legal person investors and natural persons who meet the conditions specified by the CSRC. Securities investment fund management companies, securities companies, qualified foreign institutional investors and RMB qualified foreign institutional investors who subscribe for more than two products under their management shall be regarded as one issuance object; If a trust and investment company is the issuing object, it can only subscribe with its own funds.
After being approved by the board of directors (authorized by the board of directors of the company) and the underwriter in Shanghai Stock Exchange, the final object of inquiry will be determined by the issuer and its authorized underwriter according to the examination and approval of the board of directors of the company. If laws, regulations or normative documents have other provisions on the issuing object at the time of issuance, such provisions shall prevail.
All the issuers of this offering subscribe for the shares of the company in RMB cash at the same price.
Voting results: 3 in favor, 0 against and 0 abstention.
4. Number of issues
The number of shares issued this time is determined by dividing the total amount of raised funds by the issue price. At the same time, for the 36 million shares issued this time (including this number), the final upper limit of the number of shares issued is subject to the upper limit of the number of shares approved and registered by the CSRC.
Within the above scope, the final issuance quantity shall be determined by the board of directors and its authorized persons in accordance with the authorization of the general meeting of shareholders and after obtaining the decision of the CSRC to register the issuance, through consultation with the sponsor (lead underwriter) in accordance with the provisions of relevant laws, regulations and normative documents and the inquiry of the issuance.
If the company’s shares have ex rights matters such as share distribution, conversion of capital reserve into share capital and other matters from the announcement date of the resolution of the first board of directors to the issuance date, and other matters lead to changes in the total share capital of the company, the upper limit of the number of shares issued this time will be adjusted accordingly.
If the total number of shares issued this time is adjusted due to changes in regulatory policies or in accordance with the requirements of the issuance registration documents, the total number of shares issued this time and the total amount of raised funds will be adjusted accordingly.
Voting results: 3 in favor, 0 against and 0 abstention.
5. Pricing base date, issue price and pricing principle
This issuance adopts inquiry issuance, and the pricing benchmark date of this issuance is the first day of the issuance period.
The issuing price of this offering shall not be lower than 80% of the average trading price of the company’s shares 20 trading days before the pricing benchmark date. The final issue price of this offering will be determined by the board of directors and its authorized persons through consultation with the sponsor (lead underwriter) according to the inquiry results in accordance with the authorization of the general meeting of shareholders in accordance with the provisions of relevant laws and regulations and the requirements of the regulatory authorities after the application for this offering obtains the registration document of the CSRC, but not lower than the above-mentioned issue reserve price.
The calculation formula of the company’s average stock trading price in the 20 trading days before the pricing benchmark date is: the average stock trading price in the 20 trading days before the pricing benchmark date = the total stock trading volume in the 20 trading days before the pricing benchmark date / the total stock trading volume in the 20 trading days before the pricing benchmark date. If the share price of the company’s shares is adjusted due to ex right and ex interest matters such as dividend distribution, share distribution, allotment of shares, conversion of capital reserve into share capital within 20 trading days, the trading price on the trading day before the adjustment shall be calculated according to the price after corresponding ex right and ex interest adjustment.
During the period from the pricing base date to the issuance date, if the company has ex dividend and ex right matters such as dividend distribution, bonus shares or conversion of provident fund into share capital, the issuance reserve price of this issuance will be adjusted accordingly. The adjustment method is as follows:
Cash dividend: P1 = p0-d
Bonus shares or converted into share capital: P1 = P0 / (1 + n)
Cash distribution and bonus shares or share capital conversion: P1 = (p0-d) / (1 + n)
Among them, P0 is the issuance reserve price before adjustment, D is the cash dividend distributed per share, n is the number of bonus shares or converted into share capital per share, and the issuance reserve price after adjustment is P1.
Voting results: 3 in favor, 0 against and 0 abstention.
6. Restricted period
After the completion of this issuance, the shares subscribed by the issuing object shall not be transferred within six months from the date of completion of the issuance. If laws, regulations and normative documents have other provisions on the sales restriction period, such provisions shall prevail.
After the completion of this issuance, the shares derived from the shares obtained by the issuing object based on the distribution of stock dividends by the company and the conversion of capital reserve into share capital shall also comply with the above share locking arrangements.
The reduction of shares acquired by the issuing object based on this issuance after the expiration of the lock-in period shall also comply with the provisions of relevant laws, regulations and normative documents such as the company law, the securities law of the people’s Republic of China, the Listing Rules of shares on the science and Innovation Board of Shanghai stock exchange and so on.
Voting results: 3 in favor, 0 against and 0 abstention.
7. Place of stock listing
The shares issued this time will apply for listing on the science and Innovation Board of Shanghai Stock Exchange.
Voting results: 3 in favor, 0 against and 0 abstention.
8. Scale and purpose of raised funds
The total amount of funds raised in this offering does not exceed RMB 145529 million (including this amount). After deducting the issuance expenses, it is proposed to be used for the following items:
Unit: 10000 yuan
No. project name total amount of proposed investment amount of proposed raised funds
1 new drug R & D project 123110123110
2 phase III construction project of new drug R & D and production center 7258322419
Total 195693145529
Within the scope of the above-mentioned projects invested with raised funds, the company can appropriately adjust the investment sequence and specific amount of the corresponding projects invested with raised funds according to the actual situation such as the progress and capital demand of the project. Before the funds raised in this offering are in place, the company can invest with self raised funds according to the actual situation of the investment projects with raised funds, and replace them in accordance with the procedures specified in relevant laws and regulations after the raised funds are in place. After the funds raised in this offering are in place, if the actual net amount of funds raised after deducting the issuance expenses is less than the total amount of funds to be invested, the board of directors and its authorized persons of the company may adjust and finally decide the investment projects, priority and specific investment amount of each project of the raised funds in accordance with the authorization of the general meeting of shareholders, combined with the actual amount of funds raised and the specific situation of project implementation, The insufficient part shall be solved by self raised funds of the company.
If the total amount of funds raised in this offering is adjusted due to changes in regulatory policies or the requirements of the issuance registration documents, it will be adjusted accordingly at that time.
Voting results: 3 in favor, 0 against and 0 abstention.
9. Arrangement of accumulated undistributed profits before this offering
The accumulated undistributed profits before the issuance will be shared by all new and old shareholders of the company after the issuance according to the proportion of shares after the issuance.
Voting results: 3 in favor, 0 against and 0 abstention.
10. Validity period of this issuance resolution
The validity period of this issuance resolution is 12 months from the date when the company’s general meeting of shareholders deliberates and approves the issuance plan to specific objects.
Voting results: 3 in favor, 0 against and 0 abstention.
According to the proposal on requesting the general meeting of shareholders to authorize the board of directors and its authorized persons to fully handle the specific matters of issuing A-Shares to specific objects, which was deliberated and adopted at the second extraordinary general meeting of shareholders in 2021, the adjustment of this issuance plan does not need to be submitted to the general meeting of shareholders for deliberation.
After the matters related to the company’s issuance plan are deliberated and approved item by item by the board of supervisors of the company, it will be reported to the Shanghai Stock Exchange in accordance with relevant procedures, and finally the plan agreed to be registered by the CSRC shall prevail.
(IV) deliberated and passed the proposal on the company’s plan for issuing A-Shares to specific objects in 2021 (Revised Draft)
According to the company law, the securities law of the people’s Republic of China, the measures for the administration of securities issuance and registration of companies listed on the science and Innovation Board (for Trial Implementation) and other relevant laws, regulations and normative documents, the company plans to issue shares to no more than 35 specific objects. For this issuance, the company has prepared the plan for issuing A-Shares to specific objects in Suzhou Zelgen Biopharmaceuticals Co.Ltd(688266) 2021 (Revised Version).
For details, please refer to the website of Shanghai Stock Exchange (www.sse. Com. CN.) disclosed by the company on the same day Plan for issuing A-Shares to specific objects in Suzhou Zelgen Biopharmaceuticals Co.Ltd(688266) 2021 (Revised Version).
Voting results: 3 in favor, 0 against and 0 abstention.
(V) deliberated and passed the proposal on the demonstration and analysis report (Revised Draft) of the company’s A-share issuance scheme to specific objects in 2021
In accordance with the provisions of the company law, the securities law of the people’s Republic of China, the measures for the administration of securities issuance and registration of companies listed on the science and Innovation Board (for Trial Implementation) and other relevant laws, regulations and normative documents, and in combination with the company’s stock issuance scheme to specific objects and the actual situation, the company has formulated the demonstration and analysis report on the issuance scheme of A-Shares to specific objects in Suzhou Zelgen Biopharmaceuticals Co.Ltd(688266) 2021 (Revised Draft).
For details, please refer to the website of Shanghai Stock Exchange (www.sse. Com. CN.) disclosed by the company on the same day Demonstration and analysis report on issuance scheme of A-Shares issued to specific objects in Suzhou Zelgen Biopharmaceuticals Co.Ltd(688266) 2021 (Revised Version).
Voting results: 3 in favor, 0 against and 0 abstention.
(VI) deliberated and passed the proposal on the feasibility analysis report (Revised Draft) on the use of funds raised by the company’s issuance of A-Shares to specific objects in 2021
According to the relevant provisions of laws, regulations and normative documents such as the company law, the securities law of the people’s Republic of China, the measures for the administration of securities issuance and registration of listed companies on the science and Innovation Board (for Trial Implementation), in order to promote the sustainable and stable development of the company, the company plans to raise funds by issuing A-share tickets to specific objects. In order to ensure that the funds raised by issuing A-Shares to specific objects are reasonable, safe and high
