Securities abbreviation: Suzhou Medicalsystem Technology Co.Ltd(603990) securities code: Suzhou Medicalsystem Technology Co.Ltd(603990) Sh Suzhou Medicalsystem Technology Co.Ltd(603990) (registered address: No. 222, Guijia lane, Suzhou Industrial Park)
Plan for non-public offering of A-Shares in 2022 may 2022
Company statement
1. The board of directors and all members of the board of directors guarantee that the contents of this plan are true, accurate and complete, and bear individual and joint legal liabilities for any false records, misleading statements or major omissions in the plan. 2. This plan is the explanation of the board of directors of the company on the non-public offering of a shares. Any statement to the contrary is untrue.
3. After the completion of this non-public offering of a shares, the company shall be responsible for the changes in the company's operation and income; The investor shall be responsible for the investment risk caused by this non-public offering of a shares.
4. Investors should consult their own stockbrokers, lawyers, professional accountants or other professional advisers if they have any questions.
5. The matters described in this plan do not represent the substantive judgment, confirmation or approval of the examination and approval authority on the matters related to the non-public offering of a shares. The effectiveness and completion of the matters related to the non-public offering of A-Shares described in this plan have yet to be approved or approved by the relevant examination and approval authority.
hot tip
1. The matters related to the non-public offering of A-Shares have been deliberated and adopted at the 27th meeting of the third board of directors of Suzhou Medicalsystem Technology Co.Ltd(603990) held on May 23, 2022, and need to be approved by the general meeting of shareholders of the company, and reported to the CSRC for approval, as well as other authorities with the right to file, approve, permit, authorize or agree with government agencies (if applicable).
2. The issuing object of this non-public offering of A-Shares is Haoxiang holdings, and the issuing object intends to subscribe for the shares issued in cash. On May 23, 2022, Haoxiang holdings signed the share transfer agreement with Weng Kang, Yan huanghong, Wang Jianhua and Fu Hong, and transferred 12631936 non restricted shares of the listed company directly held by the above share transferor, accounting for 7.63% of the total share capital of the listed company before issuance. On the same day, Haoxiang holdings and Suzhou Medicalsystem Technology Co.Ltd(603990) signed a conditional effective share subscription contract, and planned to subscribe for 16546349 shares of Suzhou Medicalsystem Technology Co.Ltd(603990) non-public offering shares, accounting for 10.00% of the total share capital of the listed company before issuance. Therefore, this non-public offering constitutes a connected transaction.
3. The pricing benchmark date of this non-public offering is the announcement date of the resolution of the 27th meeting of the third board of directors of the company (i.e. May 24, 2022). The price of this non-public offering is 80% of the average trading price of the company's shares 20 trading days before the pricing base date, and is not lower than the net assets per share attributable to the owner of the parent company in the audited consolidated statements of the company at the end of the latest year as of the pricing base date.
The average trading price of the company's shares 20 trading days before the pricing benchmark date = the total trading volume of the company's shares 20 trading days before the pricing benchmark date / the total trading volume of the company's shares 20 trading days before the pricing benchmark date. If the company's share price is adjusted due to ex right and ex interest matters such as dividend distribution, bonus shares, capital reserve conversion to share capital or share allotment within 20 trading days before the pricing benchmark date, 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. If the company has ex right and ex interest matters such as dividend distribution, bonus shares, allotment of shares, conversion of capital reserve into share capital and so on from the balance sheet date of the audited financial report at the end of the latest year to the benchmark date of pricing, the above-mentioned net asset value per share will be adjusted accordingly.
If the price of the non-public offering, ex dividend and allotment of shares is adjusted on the benchmark date of the company's share capital, such as the date of the issuance, ex dividend and distribution of shares, it will be sent to the corresponding date of the company's share capital.
According to the above pricing principles, the price of the company's non-public offering is 14.44 yuan / share.
On May 20, 2022, the company's 2021 annual general meeting of shareholders deliberated and approved the proposal on the company's 2021 profit distribution and capital reserve conversion to share capital, and decided to take the total share capital registered on the date of equity distribution minus the share capital in the special repurchase account as the base, and plan to convert the capital reserve to all shareholders by 3 shares for every 10 shares.
If the scheme of profit distribution and conversion of capital reserve into share capital in 2021 is completed, the price of this non-public offering will be adjusted to 11.11 yuan / share.
From the pricing base date to the issuance date, if the relevant laws, regulations and normative documents or the regulatory review policy of the CSRC on the non-public offering of A-Shares make policy adjustments on the issue price, pricing method and other matters, then the matters related to the non-public offering shall be implemented in accordance with these requirements.
4. The number of shares in this non-public offering does not exceed 16546349, and the number of shares in this non-public offering does not exceed 30% of the total share capital of the company before this offering, which is in line with the relevant provisions of the question and answer on issuance supervision - regulatory requirements on guiding and regulating the financing behavior of listed companies (revised in 2020) of the CSRC. If the company's shares are distributed from the pricing benchmark date of this issuance to the issuance date, the capital reserve is converted into share capital, or the total share capital of the company changes before this issuance and the issuance price is adjusted due to other reasons, the upper limit of the number of shares in this non-public offering will be adjusted accordingly. The final number of shares issued shall be subject to the number approved by the CSRC.
5. The total amount of funds raised in this non-public offering does not exceed 23892927956 yuan. After deducting the relevant issuance expenses, all of them will be used to supplement working capital and repay interest bearing loans.
6. After the completion of this non-public offering, the shares subscribed by the issuing object for the non-public offering of the company shall not be transferred within 18 months from the date of the end of this non-public offering. If the relevant laws, regulations and rules have other provisions on the sales restriction period of the shares subscribed by the issuing object, such provisions shall prevail.
The shares derived from the shares obtained by the issuing object based on this non-public offering due to the company's distribution of stock dividends and the conversion of capital reserve into share capital shall also comply with the above share locking arrangements.
7. After this issuance, the controlling shareholder and actual controller of the company will be changed, Haoxiang holding will become the largest shareholder and controlling shareholder of the company, and the actual controller of the company will be changed to the state owned assets supervision and Administration Commission of Anzhou District, Mianyang City, which will not lead to the company's equity distribution not meeting the listing conditions.
8. The accumulated undistributed profits of the company before the non-public offering will be shared by the new and old shareholders after the non-public offering according to the proportion of shares after the offering.
9. According to the opinions of the general office of the State Council on Further Strengthening the protection of the legitimate rights and interests of small and medium-sized investors in the capital market (Guo Ban Fa [2013] No. 110), several opinions of the State Council on further promoting the healthy development of the capital market (Guo Fa [2014] No. 1) and the guiding opinions on matters related to initial issuance, refinancing and dilution of immediate return for major asset restructuring (CSRC announcement [2015] No. 3), and other laws and regulations According to the requirements of regulations and other normative documents, in order to protect the interests of small and medium-sized investors, the company has carefully analyzed the impact of this non-public offering of shares on the diluted immediate return in combination with the latest situation. For relevant information, see "Section VIII diluted immediate return and filling measures of this non-public offering of a shares" in this plan.
However, the developed measures to fill 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.
10. The company actively implemented the provisions of relevant laws, regulations and normative documents such as 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 (CSRC announcement [2013] No. 43), and clarified the profit distribution policy in the articles of association, The plan for shareholders' dividend return in the next three years (20222024) has been formulated. The plan has explained the company's profit distribution policy, cash dividends in the last three years (20222024) and the shareholder dividend return plan in the next three years in "Section VII formulation and implementation of the company's profit distribution policy". Investors are invited to pay attention to it.
11. The validity period of the resolution on this non-public offering of shares is 12 months from the date of deliberation and adoption by the general meeting of shareholders of the listed company.
catalogue
interpretation...... Section 1 Summary of this non-public offering of A-Shares 8 I. Basic information of the issuer 8 II. Background and purpose of this non-public offering 8 III. summary of the non-public offering plan 12 IV. whether this non-public offering constitutes a connected transaction 14 v. whether this issuance leads to changes in the company's control Vi. the issuance plan has been approved by relevant competent authorities and the procedures to be submitted for approval 15 section 2 basic information of issuing objects 16 I. Basic information of Haoxiang Holdings 16 II. Punishment and litigation of Haoxiang holdings and its directors, supervisors and senior managers in the past five years 18 III. after the completion of this issuance, the horizontal competition and related party transactions between the issuing object and the company 18 IV. source of subscription funds 19 v. major transactions between the issuer, its controlling shareholders, actual controllers and the company in the 24 months before the disclosure of this plan Section III summary of the conditional share subscription agreement 21 I. non public development bank share subscription contract with conditional effect signed with Suzhou Medicalsystem Technology Co.Ltd(603990) Suzhou Medicalsystem Technology Co.Ltd(603990) Section IV feasibility analysis of the board of directors on the use of the raised funds 23 I. use plan of raised funds 23 II. Feasibility analysis of the investment project with raised funds 23 III. The impact of this non-public offering on the operation, management and financial status of the company 26 IV. description of matters related to the approval of the investment project with raised funds 26 v. feasibility analysis conclusion of the use of the raised funds Section V discussion and analysis of the board of directors on the impact of this non-public offering of A-Shares on the company 28 I. Changes in the company's business and assets, articles of association, shareholder structure, senior management structure and business structure 28 II. Changes in the company's financial position, profitability and cash flow 29 III. Changes in business relationship, management relationship, related party transactions and horizontal competition between the company and its controlling shareholders and their affiliates IV. after the completion of this offering, whether the company's funds and assets are occupied by the controlling shareholders and their affiliates, or whether the listed company provides guarantees for the controlling shareholders and their affiliates V. impact of this issuance on the company's debt structure Section VI risk description related to this offering 31 I. market and industry risks 31 II. Risk management 31 III. technology and product development risks 31 IV. risk of seasonal fluctuation of business operation 31 v. risk of loss of core technical personnel 32 VI. risk of technical confidentiality or infringement 32 VII. Medical risks 8. The risk of diluting the original shareholders' voting rights and being diluted in this issuance 33 IX. approval risk of this non-public offering 33 X. risk of stock market fluctuation 33 Xi. Risks related to this offering Section VII formulation and implementation of the company's profit distribution policy 34 I. profit distribution policy of the company 34 II. Profit distribution and use of undistributed profits of the company in the last three years 37 III. dividend policy and shareholder return plan for the next three years (20222024) Section 8 diluted immediate return and filling measures of this non-public offering of A-Shares 43 I. The impact of this non-public offering on the company's earnings per share and other major financial indicators 43 II. Special risk tips on the diluted immediate return of this non-public offering 46 III. necessity and rationality of this non-public offering of A-Shares 46 IV. The relationship between the investment project of the raised funds and the existing business of the company, and the reserves of the company in terms of personnel, technology, market and so on 47 v. specific measures to fill the diluted immediate return of this non-public offering 47 VI. commitment of the controlling shareholders, directors and senior managers of the company to take filling measures for diluting the immediate return of non-public offering of shares forty-eight
interpretation
In this plan, unless otherwise specified, the following abbreviations have the following specific meanings: the issuer, the company, the company, the listed company, maizhi Suzhou Medicalsystem Technology Co.Ltd(603990) Di technology's non-public offering of A-Shares this time, this non-public offering of A-Shares in Suzhou Medicalsystem Technology Co.Ltd(603990) 2022, this non-public offering and this offering
Issuing object, subscriber and Haoxiang holding refer to Mianyang Haoxiang Holding Co., Ltd
An investment group refers to Mianyang Anzhou Investment Holding Group Co., Ltd
The state owned assets supervision and Administration Commission of Anzhou District of Mianyang refers to the state owned assets supervision and Administration Office of Anzhou District of Mianyang City
This plan refers to Suzhou MADIS
