Securities code: Suzhou Zelgen Biopharmaceuticals Co.Ltd(688266) securities abbreviation: Suzhou Zelgen Biopharmaceuticals Co.Ltd(688266) Suzhou Zelgen Biopharmaceuticals Co.Ltd(688266)
Suzhou Zelgen Biopharmaceuticals Co., Ltd.
(No. 209 CHENFENG Road, Yushan Town, Kunshan City, Jiangsu Province)
Issue A-Shares to specific objects in 2021
Plan (Revised)
May, 2002
Company statement
1. The company and all members of the board of directors guarantee that the contents of this plan are true, accurate and complete, and confirm that there are no false records, misleading statements or major omissions.
2. This plan is prepared in accordance with the requirements of regulations and normative documents such as the measures for the issuance and registration of science and innovation board.
3. After the issuance of shares to specific objects is completed, the company shall be responsible for the changes of the company’s operation and income; The investors shall be responsible for the investment risks arising from the issuance of shares to specific objects.
4. This plan is the explanation of the board of directors of the company on the issuance of shares to specific objects. Any statement to the contrary is untrue.
5. Investors should consult their own stockbrokers, lawyers, professional accountants or other professional advisers if they have any questions.
6. The matters described in this plan do not represent the substantive judgment, confirmation, approval or approval of the examination and approval authority on the matters related to the issuance of A-Shares to specific objects. The effectiveness and completion of the matters related to the issuance of A-Shares to specific objects described in this plan are subject to the examination and approval of Shanghai Stock Exchange and the consent and registration of China Securities Regulatory Commission.
Tips on major issues
The words or abbreviations mentioned in this part have the same meanings as those defined in the “interpretation” of this plan. 1. The scheme of issuing A-Shares to specific objects has been deliberated and approved at the 25th meeting of the first board of directors held on November 25, 2021, the second extraordinary general meeting of shareholders held on December 16, 2021 and the first meeting of the second board of directors held on May 19, 2022. It still needs to be reviewed and approved by Shanghai Stock Exchange and registered by China Securities Regulatory Commission.
2. 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. The final issuing object will be determined by the board of directors of the company and its authorized persons through consultation with the recommendation institution (lead underwriter) according to the inquiry results after the issuance is reviewed and approved by the Shanghai Stock Exchange and approved to be registered by the CSRC. 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.
3. The number of shares issued this time shall be determined by dividing the total amount of raised funds by the issue price. At the same time, the number of shares issued this time shall not exceed 15% of the total share capital of the company before this issue, that is, the number of shares issued this time shall not exceed 36 million shares (including this number). The upper limit of the final number of shares issued shall be 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.
4. 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.
5. 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 the company law, the securities law, the Listing Rules of the science and innovation board and other relevant laws, regulations and normative documents.
6. 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 can adjust and finally decide the investment projects, priority and specific investment amount of each project of the raised funds according to the authorization of the general meeting of shareholders, combined with the actual amount of funds raised and the specific situation of project implementation, and the insufficient part shall be solved by the company’s self raised funds. 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.
7. 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.
8. 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.
9. The company’s issuance of shares to specific objects this time complies with the relevant provisions of laws and regulations such as the company law, the securities law, the measures for the issuance and registration of science and innovation board and the Listing Rules of science and innovation board. The issuance of shares to specific objects this time does not constitute a major asset reorganization, will not lead to changes in the controlling shareholders and actual controllers of the company, and will not lead to the distribution of equity of the company not meeting the listing conditions.
10. The company actively implemented the requirements of the notice on further implementing matters related to cash dividends of listed companies (zjf [2012] No. 37) and the guidelines for the supervision of listed companies No. 3 – cash dividends of listed companies, and formulated the shareholder return plan for the Suzhou Zelgen Biopharmaceuticals Co.Ltd(688266) next three years (20222024) in combination with the actual situation of the company. For details of profit distribution and cash dividend policy, see “section IV profit distribution policy and implementation of the company” in this plan.
11. After the issuance of shares to specific objects is completed, with the funds raised in place, the total share capital and net assets of the company will increase accordingly. As the use and implementation of the investment projects with raised funds take a certain time, there is a risk that the indicators such as earnings per share will be diluted in the short term. In order to protect the interests of small and medium-sized investors, the company has carefully analyzed the impact of the issue of shares to specific objects on the immediate return, and formulated specific measures to fill the diluted immediate return. For details, please refer to Suzhou Zelgen Biopharmaceuticals Co.Ltd(688266) the announcement on diluting the immediate return of issuing A-Shares to specific objects, the company’s filling measures and the commitments of relevant subjects (Revised Version). Investors are hereby reminded to pay attention to the risk of diluting the immediate return of shareholders in this offering; At the same time, although the company has formulated measures to cover the risk that the immediate return is diluted, the measures to cover the return do not guarantee the company’s future profits. Investors should not make investment decisions on this basis. If investors make investment decisions on this basis and cause losses, the company will not be liable for compensation. Draw the attention of investors.
12. Whether the scheme of issuing A-Shares to specific objects can be finally approved by Shanghai Stock Exchange and registered by China Securities Regulatory Commission, and there is great uncertainty about the time of final approval and registration, which is brought to the attention of the majority of investors.
catalogue
The company declares that 1. Tips on major issues 2 interpretation Section 1 Summary of this issuance of shares to specific objects ten
1、 Basic information of the issuer ten
2、 Background and purpose of this issuance of shares to specific objects ten
3、 Summary of the stock issuance scheme to specific objects twelve
4、 Whether the issuance of shares to specific objects constitutes a connected transaction fifteen
5、 Whether the issuance of shares to specific objects leads to changes in the company’s control sixteen
6、 The approval of this offering and the procedures to be submitted for approval Section II feasibility analysis of the board of directors on the use of the raised funds seventeen
1、 The use plan of the raised funds seventeen
2、 The direction of this investment seventeen
(I) new drug R & D projects seventeen
(II) phase III construction project of new drug R & D and production center twenty-two
3、 The impact of this issuance on the operation, management and financial status of the company twenty-five
4、 The investment of the raised funds belongs to the main business in the field of scientific and technological innovation Section III discussion and analysis of the board of directors on the impact of this issuance on the company 28 I. business and asset integration plan, amendment of articles of association, shareholder structure and senior manager of the company after the issuance
Changes in staff structure and business structure twenty-eight
2、 Changes in the company’s financial position, profitability and cash flow after the issuance 29 III. business relationship, management relationship, related party transactions and horizontal competition between the company and its controlling shareholders and their affiliates
And other changes IV. after the completion of this offering, whether the company’s funds and assets are occupied by the controlling shareholders and their affiliates,
Or the company provides guarantee for the controlling shareholder and its affiliates thirty-one
5、 The impact of this issuance on the company’s liabilities thirty-one
6、 Description of risks related to this stock issuance Section IV profit distribution policy and implementation of the company thirty-six
1、 The company’s profit distribution policy thirty-six
2、 Implementation of cash dividend and profit distribution policies of the company in recent three years thirty-eight
3、 The company’s shareholder return plan for the next three years (20222024) thirty-eight
4、 Use arrangement of undistributed profits of the company in recent three years Section V analysis of diluted immediate return of A-Shares issued to specific objects forty-three
1、 The impact of this offering on the company’s earnings per share forty-three
2、 Risk tips for diluting the immediate return of this offering forty-four
3、 The necessity and rationality of this offering 45 IV. The relationship between the project invested by the raised funds and the company’s existing business, and the company’s personnel and technology in the project invested by the raised funds
Technical and market reserves forty-five
5、 Measures taken by the company to dilute the immediate return of this offering 47 VI. directors of the company
