Citic Securities Company Limited(600030)
About Shanghai Titan Scientific Co.Ltd(688133) issuing A-Shares to specific objects in 2021
of
Issuance recommendation
Sponsor (lead underwriter)
January, 2002, North block, excellence Times Plaza (phase II), No. 8, Zhongxin Third Road, Futian District, Shenzhen, Guangdong Province
Statement
In accordance with the company law of the people’s Republic of China (hereinafter referred to as the “company law”), the securities law of the people’s Republic of China (hereinafter referred to as the “Securities Law”), and the administrative measures for the registration of securities issuance of companies listed on the science and Innovation Board (for Trial Implementation) (hereinafter referred to as the “administrative measures”), the sponsor and its representative The detailed rules for the implementation of securities issuance and underwriting of listed companies on the science and Innovation Board of Shanghai Stock Exchange and other relevant laws and administrative regulations, as well as the provisions of China Securities Regulatory Commission (hereinafter referred to as “CSRC”) and Shanghai Stock Exchange (hereinafter referred to as “Shanghai Stock Exchange”), are honest, trustworthy, diligent and responsible, and in strict accordance with the business rules formulated according to law The issuance recommendation letter is issued in accordance with the industry practice norms and ethical standards, and the authenticity, accuracy and integrity of the issued documents are guaranteed.
Unless otherwise specified in the issuance recommendation letter, the relevant terms have the same meaning as in the prospectus for the issuance of A-Shares to specific objects in Shanghai Titan Scientific Co.Ltd(688133) 2021.
catalogue
Declare that 1 catalog Section 1 basic information of this securities issuance 3 I. name of the sponsor of this securities issuance 3 II. The recommendation representative designated by the recommendation institution and the practice of the recommendation business 3. Project Co sponsors and other project personnel designated by the sponsor 3 IV. The issuer of this recommendation 4 v. type of securities issuance 5 VI. The securities issuance plan 5 VII. Description of the relationship between the sponsor and the issuer 8. Internal audit procedures and core opinions of the recommendation institution on the issuance and listing of Securities Section 2 commitments of the sponsor Section III recommendation on this securities offering 12 I. decision making procedures for the performance of this securities issuance 12. The securities issuance meets the issuance conditions stipulated in the securities law III. The securities issuance meets the issuance conditions specified in the registration management measures 14 IV. verification opinions on the issuer’s implementation of the guiding opinions on matters related to IPO and refinancing, major asset restructuring and diluted immediate return V. verification opinions on the registration and filing of private investment fund issuing objects in this issuance to specific objects Vi. verification opinions on the paid employment of a third party by the recommendation institution and the issuer for the securities issuance
…… 22 VII. Main risks of the issuer VIII. Analysis on the development prospect of the issuer IX. recommendation conclusion of the recommendation institution on the issuance and listing of Securities 34 special power of attorney of the sponsor representative thirty-seven
Section 1 basic information of this securities issuance
1、 Name of sponsor for this securities issuance
Citic Securities Company Limited(600030) (hereinafter referred to as ” Citic Securities Company Limited(600030) ” or “the sponsor”) II. The sponsor’s designated sponsor representative and the practice of the sponsor’s business
The sponsor appointed Ju Hongcheng and Yuan Binlong as the sponsor representatives of Shanghai Titan Scientific Co.Ltd(688133) (hereinafter referred to as “the company”, “the issuer” and ” Shanghai Titan Scientific Co.Ltd(688133) “) to issue shares to specific objects (hereinafter referred to as “the offering”).
The main practice of the sponsor representative of the issuance project is as follows:
Ju Hongcheng, male, CFA, sponsor representative, now senior vice president of Citic Securities Company Limited(600030) investment banking management committee, responsible for or participated in Montage Technology Co.Ltd(688008) IPO project, Pran semiconductor IPO project, Broadex Technologies Co.Ltd(300548) IPO project, Shanghai Lily&Beauty Cosmetics Co.Ltd(605136) IPO project, Beken Corporation(603068) IPO project, Shanghai Titan Scientific Co.Ltd(688133) IPO project, Shanghai Awinic Technology Co.Ltd(688798) IPO project, CDR project of a large Internet company, Suning Capital operation projects of Ctrip group, etc. During the practice of recommendation business, it strictly abides by the relevant provisions such as the measures for the administration of recommendation business, and has a good practice record. Yuan Binlong, male, sponsor representative, now vice president of Citic Securities Company Limited(600030) investment bank management committee, is responsible for or participates in Hongbo pharmaceutical IPO project, B-Soft Co.Ltd(300451) refinancing project, Guandian defense selection layer public offering project, Tongyi Aerospace selection layer public offering project, as well as capital operation projects of many medical device enterprises. During the practice of recommendation business, it strictly abides by the relevant provisions such as the measures for the administration of recommendation business, and has a good practice record. 3、 Project Co sponsors and other project personnel designated by the sponsor
1. Project Co sponsors and their practice
Sun Yining, male, is currently the director of Citic Securities Company Limited(600030) investment bank management committee. He has 10 years of experience in investment banking. He has successively participated in and presided over equity projects such as Inner Mongolia Baotou Steel Union Co.Ltd(600010) , Guangzhou holding, Aerosun Corporation(600501) , Guangdong Chaohua Technology Co.Ltd(002288) refinancing, Tibet Huayu mining, Bgi Genomics Co.Ltd(300676) IPO, Jiangnan Hongjian, Addsino Co.Ltd(000547) , Aerospace Hi-Tech Holding Group Co.Ltd(000901) , Nanyang Technology major asset restructuring and so on; Responsible for Nations Technologies Inc(300077) equity sale, domestic M & a project of Beijing state owned assets Corporation, acquisition of Singapore MIT semiconductor business by SMIC Juyuan, acquisition of American Xirui industry company by AVIC Tongfei, refinancing of new millennium company of Canada, acquisition of Luxembourg IEE project by third Academy of Aerospace Science and industry, etc.
2. Names of other members of the project team
Ouyang Xufeng, Wang Qin IV. The issuer of this recommendation
1. Basic information of the issuer
Chinese name Shanghai Titan Scientific Co.Ltd(688133)
English Name: Shanghai Titan scientific Co., Ltd
Legal representative: Zhang Qing Shanghai stock exchange where the shares are listed
Stock abbreviation Shanghai Titan Scientific Co.Ltd(688133)
Stock Code: 688133 SH
Listing time: October 30, 2020
Registered capital: RMB 76248960
Licensed items: operation of non pharmaceutical precursor chemicals (see the Filing Certificate for details), operation of hazardous chemicals (wholesale rental of storage facilities) (see the copy for the scope of license).
(for projects subject to approval according to law, business activities can be carried out only after being approved by relevant departments, and the specific business projects shall be subject to the approval documents or licenses of relevant departments) general projects: engaged in technology development, technology transfer, technical consultation and technical services in the fields of Computer Science and technology, biotechnology, chemical raw materials and products, Chemical equipment, chemical raw materials and products (except MCCs, fireworks, civil explosives and precursor chemicals), business scope, sales of laboratory instruments, instruments, mechanical equipment, electronic products, office supplies, daily necessities, furniture and laboratory equipment, operation of medical devices, business information consulting (except brokerage), Design and production of various advertisements, computer graphic design and production, convention and exhibition services, computer software development and sales, professional construction of building decoration and decoration construction projects, professional construction of electromechanical equipment installation and construction projects, information system integration services, professional construction of environmental protection construction projects, and special design of environmental engineering construction projects, Non pharmaceutical precursor chemicals business (see the record certificate for details), self owned equipment leasing, installation, commissioning and maintenance of laboratory instruments and equipment (door-to-door only), and engaged in the import and export of goods and technology. (except for the items that must be approved according to law, the company shall independently carry out business activities according to law with its business license)
Registered address: room 1110, building 1, No. 100, Qinzhou Road, Xuhui District, Shanghai
Office address: No. 89, Shilong Road, Xuhui District, Shanghai
Postal Code: 200237
Tel: 021-51701699
Fax No.: 021-51701676
E-mail [email protected].
2. Top ten shareholders
As of September 30, 2021, the top ten shareholders of the issuer are as follows:
No. shareholder name shareholder nature holding shares proportion of shares held to total share capital of the company
1 Xie Yingbo domestic natural person 8274424 10.85% restricted circulating a shares
2 Zhongding investment domestic non-state-owned legal person 5342844 7.01% restricted circulation A shares
3. Shanghai Chuangfeng domestic non-state-owned legal person 4526276 5.94% restricted circulating a shares
4 Zhang Qing domestic natural persons 3837564 5.03% restricted circulating a shares
5. Zhang Hua’s domestic natural persons 3837564 5.03% restricted circulating a shares
6 Xu Fengyuan domestic natural person 3837564 5.03% restricted circulation A shares
7. Wang Jingyu’s domestic natural person 3837564 5.03% restricted circulating a shares
8. Shanghai Ruihe domestic non-state-owned legal person 1950000 2.56% restricted circulating a shares
9 Shanghai Titan Scientific Co.Ltd(688133) employee asset management plan 1906231 2.50% restricted circulation A-share asset management plan
10. The state-owned legal person in China is 1650100, 2.16% of which is restricted to the sale and circulation of a shares
Total – 39000131 51.14%-
5、 Type of securities issuance
Listed companies issue RMB common shares (A shares) listed in China to specific objects. 6、 The securities issuance plan
(I) 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.
(II) issuing method and time
This issuance will be 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 CSRC agrees to register.
(III) issuing object and subscription method
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.
After registration, the board of directors of the company shall negotiate with the sponsor (lead underwriter) according to the inquiry results. If laws, regulations or normative documents have other provisions on the issuing object at the time of issuance, such provisions shall prevail.
All issuers subscribe for the shares issued by the company in RMB cash at the same price. (IV) issuing price and pricing principle
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 rights 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 rights 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. The adjustment method is as follows:
Cash dividend distribution: 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)
Where P0 is the base price before adjustment, D is the cash dividend per share, and N is the bonus per share
