About Guosheng Securities Co., Ltd
Zhejiang Southeast Space Frame Co.Ltd(002135)
Non public offering of shares
Report on the issuance process and the compliance of subscribers
Sponsor (lead underwriter)
January 2002
China Securities Regulatory Commission:
With the approval of the reply on approving Zhejiang Southeast Space Frame Co.Ltd(002135) non-public offering of shares (zjxk [2021] No. 3557) of China Securities Regulatory Commission (hereinafter referred to as “CSRC”), the non-public offering of Zhejiang Southeast Space Frame Co.Ltd(002135) (hereinafter referred to as ” Zhejiang Southeast Space Frame Co.Ltd(002135) “, “issuer” or “company”) shall not exceed 310 million new shares.
Guosheng Securities Co., Ltd. (hereinafter referred to as “Guosheng securities” and “sponsor (lead underwriter)”) as the sponsor (lead underwriter) of the issuer’s offering, In accordance with the measures for the administration of securities issuance by listed companies, the measures for the administration of securities issuance and underwriting, the detailed rules for the implementation of non-public offering of shares by listed companies and other normative legal documents, as well as the relevant resolutions of the board of directors and the general meeting of shareholders of the issuer, the issuer’s compliance with the issuance process and subscription objects is verified. The relevant information is reported as follows: I. overview of the issuance
(I) stock type and par value per share
The type of shares issued this time is RMB ordinary shares (A shares) listed in China, with a par value of RMB 1 per share.
(II) issue price
The issue price of this issue is 9.15 yuan / share.
The non-public offering of shares adopts the method of competitive issuance, and the pricing benchmark date is the first day of the issuance period (December 22, 2021), The issue price shall not be lower than 80% of the average trading price of the company’s shares 20 trading days before the pricing benchmark date (average trading price of shares 20 trading days before the pricing benchmark date = total trading volume of shares 20 trading days before the pricing benchmark date / total trading volume of shares 20 trading days before the pricing benchmark date), i.e. 7.94 yuan / share.
A total of 39 investors submitted the Zhejiang Southeast Space Frame Co.Ltd(002135) non-public development bank stock purchase quotation (hereinafter referred to as the “purchase quotation”), and the issue price was determined to be 9.15 yuan / share according to the investors\’ purchase quotation and the pricing principles specified in the Zhejiang Southeast Space Frame Co.Ltd(002135) non-public development bank stock subscription invitation document (hereinafter referred to as the “subscription invitation document”).
(III) issued quantity
According to the reply on approving Zhejiang Southeast Space Frame Co.Ltd(002135) non-public Development Bank shares (zjxk [2021] No. 3557) issued by your association, the maximum number of shares issued this time is 310 million. The number of shares in this non-public offering is 131147540 shares, which does not exceed the upper limit specified in the relevant resolutions of the board of directors and the general meeting of shareholders and the document of CSRC zjxk [2021] No. 3557.
(IV) issuing object
The target of this issuance is finally determined as 18 investors, which is in line with the relevant laws and regulations such as 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 the measures for the administration of securities issuance and underwriting, as well as the provisions of the general meeting of shareholders of the Issuer on the relevant resolutions of this issuance, and also in line with the issuance plan reported to the CSRC.
(V) amount of raised funds and issuance expenses
The total amount of funds raised from the non-public offering of A-Shares is RMB 11999991.00. After deducting the issuance fees excluding tax of RMB 21463346.61, the net amount of funds raised by the company is RMB 1178536644.39, which is in line with the relevant resolutions of the board of directors and the general meeting of shareholders and the relevant provisions of the CSRC.
After verification, Guosheng Securities believes that the issuance price, issuance quantity, issuance object and amount of raised funds of this issuance comply with the resolutions of the relevant board of directors and shareholders’ meeting of the issuer, and comply with the relevant provisions of laws and regulations such as 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 the measures for the administration of securities issuance and underwriting. 2、 Review and approval procedures involved in this transaction
(I) internal decision-making process of this issuance
On July 20, 2020, the issuer held the third meeting of the seventh board of directors to consider and approve the proposals related to the non-public offering.
On August 5, 2020, the issuer held the second extraordinary general meeting of shareholders in 2020 to consider and pass the proposals related to the non-public offering.
On July 20, 2021, the issuer held the 10th meeting of the 7th board of directors, deliberated and adopted relevant proposals on extending the validity of the resolutions of the general meeting of shareholders of the non-public offering.
On August 5, 2021, the issuer held the third extraordinary general meeting of shareholders in 2021, deliberated and adopted relevant proposals on extending the validity of the resolutions of the general meeting of shareholders of this non-public offering.
(II) approval process of regulatory authorities for this issuance
On November 1, 2021, the issuer’s application for non-public offering of shares was approved by the issuance Audit Committee of CSRC.
On November 12, 2021, the issuer received the reply on approving Zhejiang Southeast Space Frame Co.Ltd(002135) non-public development of shares issued by the CSRC (zjxk [2021] No. 3557).
After verification, the sponsor (lead underwriter) believes that the non-public offering has been approved and authorized by the board of directors and the general meeting of shareholders of the issuer, and approved by the CSRC, which is in line with the provisions of relevant laws and regulations. 3、 Details of this non-public offering
(I) issuance of subscription invitation documents
On December 8, 2021, the issuer and the lead underwriter submitted the Zhejiang Southeast Space Frame Co.Ltd(002135) non-public development bank stock issuance plan and the list of objects to whom Zhejiang Southeast Space Frame Co.Ltd(002135) non-public Development Bank shares are to be sent subscription invitation to the CSRC, with a total of 87 specific investors.
After the lead underwriter submitted the above list, as of 9:00 a.m. on December 24, 2021 (t day), the lead underwriter had received 42 letters of intent from new investors, namely Guangdong Dehui Investment Management Co., Ltd., Hangzhou Lexin Investment Management Co., Ltd., Xuyong jinrudder Equity Investment Fund Management Co., Ltd Zhejiang yinwanst Investment Management Co., Ltd., Hainan Borong private fund management partnership (limited partnership), rose Capital Co., Ltd., Xiamen Borui Oriental Investment Management Co., Ltd., Wuchan Zhongda Group Co.Ltd(600704) Group Investment Co., Ltd., Shanghai Bisheng Asset Management Co., Ltd., Nanjing Ruisen investment management partnership (limited partnership) Sichuan capital market relief and development securities investment fund partnership (limited partnership), Zhejiang ningju Investment Management Co., Ltd., Ningbo ningju Asset Management Center (limited partnership), Shanghai ningju Investment Management Center (limited partnership), West China Yinfeng Investment Co., Ltd., Shenzhen Jifu Qirui investment partnership (limited partnership) Hangzhou Qianlu Investment Management Co., Ltd., Nanchang tengbang Investment Development Group Co., Ltd., Shanghai snowball Investment Management Co., Ltd., Shenzhen newus Investment Management Co., Ltd., Galaxy Capital Asset Management Co., Ltd., CITIC Lyon Asset Management Co., Ltd., UBS AG, Golden Eagle Fund Management Co., Ltd., Taiping Fund Management Co., Ltd Dacheng Fund Management Co., Ltd., China Securities Co.Ltd(601066) , Wei Wei, Wu Dingping, Yu fangqin, Zhang Fangzheng, Liu Chen, Zhang Bo, Wang Zheng, Lin Tianyi, LV Qiang, he Xiaojuan, Zeng Xianghong, Jiang Pu, Lin xiuhao, Li Wenjie and Wang Yuanzhong will be added to the list of sending subscription invitation documents after careful verification.
From December 21, 2021 to December 24, 2021, under the witness of Shanghai jintiancheng law firm, this non-public offering delivered the subscription invitation letter and its attachment subscription quotation and other subscription invitation documents to 129 specific objects.
A total of 129 objects sent subscription invitation documents for the non-public offering of shares (including 71 investors who have submitted the letter of intent for subscription), including 20 of the issuer’s top 20 shareholders (excluding related parties); 26 fund companies; 12 securities companies; 7 insurance institutions; 40 private placement and other institutional investors; 24 individual investors.
The sending scope of the above subscription invitation documents complies with the relevant provisions of Article 23 of the detailed rules for the implementation of non public offering of shares by listed companies, that is, it complies with:
1) The top 20 shareholders registered in Shenzhen Branch of China Securities Depository and Clearing Co., Ltd. (excluding related parties) after the closing of the market on November 30, 2021;
2) No less than 20 securities investment fund management companies;
3) Not less than 10 securities companies;
4) No less than 5 insurance institutional investors;
5) Investors who have submitted the letter of intent after the announcement of the resolution of the board of directors;
6) Other investors.
The sponsor (lead underwriter) and Shanghai jintiancheng law firm have carefully verified the subscription qualification and compliance of investors in the final subscription invitation list, The sending scope of the invitation for subscription complies with the relevant provisions of laws and regulations such as the measures for the administration of securities issuance by listed companies, the measures for the administration of securities issuance and underwriting, the detailed rules for the implementation of non-public development of shares by listed companies, and also complies with the third meeting of the seventh board of directors, the second extraordinary general meeting in 2020, the tenth meeting of the seventh board of directors Relevant requirements on the non-public offering plan and the issuing object approved by the third extraordinary general meeting of shareholders in 2021.
At the same time, the subscription invitation document truthfully, accurately and completely informed the inquiry object about this subscription in advance
Select the issuing object, determine the subscription price, specific rules and schedule of allocated quantity and other relevant information.
(II) subscription quotation
From 9:00 to 12:00 on December 24, 2021 (t day), within the time limit specified in the subscription invitation document,
The recommendation institution (lead underwriter) received a total of 39 purchase quotations. Before 12:00 on the same day, except for 5 public offering bases
In addition to the fact that the gold company does not need to pay the deposit, the other 34 investors paid the deposit in full and on time
The total amount is 136.8 million yuan. After verification, the lead underwriter and the lawyer of the issuer believe that except for Haitong Securities Company Limited(600837) shares
The offer of a limited company is invalid because it has not sent a letter of intent for subscription and is not within the scope of sending the invitation for subscription
The remaining subscription objects have submitted the subscription quotation and complete annexes in accordance with the subscription invitation
The purchase price, purchase quantity and payment of purchase deposit are in line with the provisions of the invitation for subscription,
The application price is legal and valid.
The specific application quotation is as follows:
Is the subscription price valid? Full name of the subscription object investor type subscription amount (yuan)
Subscription No. (yuan / share)
8.56 39000000 yes
1 Chen Huolin 8.26 4000000 is
8.06 41 million yes
8.80 38 million yes
2 Guo Weisong personal 8.10 100000000 yes
7.94 110000000 yes
9.01 90000000 yes
3 Wei Wei 8.51 120000000
8.01 190000000 yes
8.96 40500000 yes
4 GF Fund Management Co., Ltd. fund 8.75 53 million is
8.64 74500000 yes
