Securities code: 688133 securities abbreviation: Shanghai Titan Scientific Co.Ltd(688133) Shanghai Titan Scientific Co.Ltd(688133)
(room 1110, building 1, No. 100, Qinzhou Road, Xuhui District, Shanghai)
Plan for issuing A-Shares to specific objects in 2021 (Revised)
January 2002
Company statement
The company and all members of the board of directors guarantee that the contents of this plan are true, accurate and complete, and bear individual or joint legal liabilities for false records, misleading statements or major omissions in this plan.
After the issuance of A-Shares to specific objects, the company shall be responsible for the changes in the company’s operation and income; The investor shall be responsible for the investment risk arising from the issuance of A-Shares to specific objects. This plan is the explanation of the board of directors of the company on the issuance of A-Shares to specific objects. Any statement to the contrary is untrue.
Investors should consult their own stockbrokers, lawyers, professional accountants or other professional advisers if they have any questions.
The matters described in this plan do not represent the substantive judgment and confirmation of the audit 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 approval of Shanghai Stock Exchange and the consent and registration of China Securities Regulatory Commission.
hot tip
1. The scheme and related matters issued to specific objects have been deliberated and adopted at the 12th meeting of the third board of directors held on July 5, 2021, the second extraordinary general meeting of shareholders held on July 22, 2021 and the 19th meeting of the third board of directors held on December 30, 2021. The issuance to specific objects is subject to the approval of Shanghai Stock Exchange and the consent of China Securities Regulatory Commission for registration.
2. The objects of this issuance are no more than 35 specific investors such as securities investment fund management companies, securities companies, trust and investment companies, finance 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 issuing object will be determined by the board of directors of the company and the sponsor (lead underwriter) after applying for the registration document of the CSRC for issuing shares to specific objects this time, following the principle of price priority. All issuers subscribe for the shares issued this time in cash.
3. The number of shares issued to specific objects this time shall not exceed 10% of the total share capital of the company before this issuance, that is, this issuance shall not exceed 7624896 shares. The final issuance quantity shall be determined by the board of directors through consultation with the sponsor (lead underwriter) in accordance with the authorization of the general meeting of shareholders and in combination with the final issuance price. If the company’s shares have ex rights matters such as share distribution, conversion of capital reserve into share capital from the date of resolution of the board of directors to the date of issuance, and other matters lead to changes in the company’s total share capital, the upper limit of the number of shares issued this time will be adjusted accordingly.
If the total number of shares issued to a specific object is changed or reduced due to changes in regulatory policies or in accordance with the requirements of the issuance registration documents, the total number of shares issued to a specific object and the total amount of funds raised will be changed or reduced accordingly.
4. The issuance of shares to specific objects adopts the method of inquiry issuance, and the pricing benchmark date of this issuance to specific objects is the first day of the issuance period. The offering 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. The final issue price shall be determined by the board of directors through consultation with the sponsor (lead underwriter) according to 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 the issuance of specific objects to obtain the registration documents of the CSRC, but shall not be lower than the above-mentioned issue reserve price.
Average stock trading price in the 20 trading days before the pricing benchmark date = total stock trading volume in the 20 trading days before the pricing benchmark date / 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, share allotment, 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 issue 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 issue reserve price of shares issued to specific objects will be adjusted accordingly.
5. The shares subscribed by the issuing object shall not be transferred within six months from the date of the completion of this issuance to a specific object. If laws, regulations and normative documents have other provisions on the sales restriction period, such provisions shall prevail.
6. The total amount of A-Shares issued to specific objects this time shall not exceed 1023345900 yuan (including this amount). The net amount of the total amount of funds raised this time after deducting the issuance expenses will be used in the following directions:
Unit: 10000 yuan
No. proposed investment of total investment raised funds of the project
1 Shanghai Titan Scientific Co.Ltd(688133) life science headquarters park project 77434.59 77434.59
2. Supplementary working capital items 24900.00 24900.00
Total 102334.59
Within the scope of the above raised capital investment projects, the company can appropriately adjust the investment sequence and specific amount of the corresponding raised capital investment projects according to the actual situation such as project progress and capital demand. Before the raised funds are in place, the company can invest with self raised funds according to the actual situation of the investment project with raised funds, and replace them after the raised funds are in place. After the raised funds are in place, if the actual net amount of raised funds after deducting the issuance expenses is less than the total amount of raised funds to be invested, the insufficient part shall be solved by the company with self raised funds.
If the total amount of funds raised by this issuance to specific objects is adjusted due to changes in regulatory policies or the requirements of issuance registration documents, it will be adjusted accordingly at that time.
7. After the issuance to specific objects, with the funds raised in place, the total share capital and net assets of the company will increase accordingly. As the use, implementation and benefit generation of the investment project with raised funds take a certain time, and the return of shareholders is still realized through the existing business during the period, the net profit and net assets of the company may not grow synchronously in the short term, and there is a risk that the indicators such as earnings per share and return on net assets 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 to specific objects on the dilution of immediate return, and formulated specific measures to fill the diluted immediate return. For details, please refer to the proposal on diluting immediate return and filling measures and commitments of relevant subjects by issuing A-Shares to specific objects in 2021 (Revised Draft). Investors are hereby reminded to pay attention to the risk of diluting shareholders’ immediate return by issuing A-Shares to specific objects. Although the company has formulated measures to fill in the return in response to the risk of diluting the immediate return, the measures to fill in the return do not guarantee the company’s future profits.
8. The issuer’s issuance to specific objects this time complies with the relevant provisions of the company law, the securities law, the measures for the administration of securities issuance registration of companies listed on the science and Innovation Board (for Trial Implementation) and other laws and regulations. After the issuance to specific objects this time, the equity distribution of the company will not lead to non-compliance with the listing conditions.
catalogue
The company declares that 1 special tips 2 interpretation Section 1 Summary of the plan for issuing A-Shares to specific objects two
1、 Basic information of the issuer two
2、 Background and purpose of this release to specific objects three
3、 Summary of the stock issuance scheme to specific objects three
4、 Whether this issuance constitutes a connected transaction ten
5、 Does this issuance lead to changes in the company’s control ten
6、 The approval of relevant competent authorities obtained by this issuance and the procedures to be submitted for approval Section 2 feasibility analysis of the application of the raised funds eleven
1、 Application of raised funds eleven
2、 The investment of the raised funds belongs to 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 26 I. business and asset integration plan, amendment of articles of association, shareholder structure
Changes in senior management structure and business structure twenty-six
2、 Changes in the company’s financial position, profitability and cash flow after the issuance 26 III. business relationship and management between the listed company and its controlling shareholders and their affiliates after the completion of this offering
Changes in management relationship, related party transactions and horizontal competition 27 IV. after the completion of this offering, does the listed company have funds, assets, controlled shareholders and other related parties
The situation of being occupied by the listed company, or the situation of the listed company providing guarantee for the controlling shareholder and its affiliates twenty-seven
5、 The impact of this issuance on the company’s liabilities twenty-seven
6、 Description of risks related to this stock issuance Section IV profit distribution policy and implementation of the company thirty-two
1、 The company’s profit distribution policy thirty-two
2、 The company’s profit distribution plan for the last three years thirty-six
3、 Cash dividend distribution of the company in recent three years thirty-six
4、 Use of undistributed profits of the company in recent three years thirty-seven
5、 The company’s shareholder return plan for the next three years (2021-2023) Section V analysis of diluted immediate return of shares issued to specific objects forty-two
1、 The impact of the diluted immediate return issued to specific objects on the company’s main financial indicators forty-two
2、 Special risk tips on this issuance of diluted immediate return to specific objects forty-four
3、 The necessity and rationality of the board of directors choosing this financing 45 IV. The relationship between the project invested by the raised funds and the company’s existing business, and the company is engaged in the project invested by the raised funds
Reserves in personnel, technology and market forty-six
5、 Measures taken by the company to dilute the immediate return of this offering 48 VI. directors, senior managers, controlling shareholders and actual controllers of the company
Commitment that specific objects can be effectively fulfilled by issuing diluted immediate returns and taking filling measures fifty
interpretation
In this report, unless the context otherwise requires, the following words or abbreviations have the following meanings: company, the company, parent company, joint stock company, Shanghai Titan Scientific Co.Ltd(688133) , issuing Shanghai Titan Scientific Co.Ltd(688133)
Ltd. and Titan Co., Ltd. refer to Shanghai Titan Chemical Co., Ltd. and Shanghai Shanghai Titan Scientific Co.Ltd(688133) Co., Ltd
Adamas means Shanghai adamas Reagent Co., Ltd
Citic Securities Company Limited(600030) means Citic Securities Company Limited(600030)
Thermo Fisher refers to Thermo Fisher Scientific
Merck KGaA means Merck KGaA
Danaher means Danaher Corporation
CSRC refers to the China Securities Regulatory Commission
Shanghai stock exchange refers to Shanghai Stock Exchange
The articles of association and the articles of association refer to Shanghai Titan Scientific Co.Ltd(688133) articles of association. The sponsor (lead underwriter) refers to the lawyer of Citic Securities Company Limited(600030) issuer, Deheng Law Firm refers to the accountant of Beijing Deheng Law Firm, and Daxin accounting firm refers to Daxin accounting firm (special general partnership)
Company law means the company law of the people’s Republic of China
Securities Law means the securities law of the people’s Republic of China
Listing Rules of sci tech innovation board and Listing Rules of sci tech Innovation Board of Shanghai Stock Exchange
This issuance refers to the issuer’s issuance of RMB common shares (A shares) to specific objects
A share index is issued this time
