Citic Securities Company Limited(600030)
About Shenzhen King Explorer Science And Technology Corporation(002917)
Non public offering of a shares
Report on the issuance process and the compliance of subscribers
Sponsor (lead underwriter)
January 2002
Citic Securities Company Limited(600030)
About Shenzhen King Explorer Science And Technology Corporation(002917)
Non public offering of a shares
Report on the issuance process and the compliance of subscribers
China Securities Regulatory Commission:
Approved by the reply on approving Shenzhen King Explorer Science And Technology Corporation(002917) non-public development of shares (zjxk [2021] No. 2103) of China Securities Regulatory Commission (hereinafter referred to as “CSRC” and your commission), Shenzhen King Explorer Science And Technology Corporation(002917) (hereinafter referred to as ” Shenzhen King Explorer Science And Technology Corporation(002917) “, “issuer” and “company”) non-public issuance of no more than 81403200 new shares (including this number) (hereinafter referred to as “this issuance”). The sponsor (lead underwriter) Citic Securities Company Limited(600030) (hereinafter referred to as ” Citic Securities Company Limited(600030) “) has carefully verified the issuance process of this offering and the compliance of subscription objects in accordance with relevant laws and regulations and relevant requirements of your association, and issued this report. 1、 Overview of this non-public offering (I) issue price
The pricing benchmark date of this offering is the first day of the offering period, i.e. December 28, 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. 7.99 yuan / share.
The issuer and the lead underwriter, according to the subscription quotation of the subscription object of this issuance, and in accordance with the principle of price priority, amount priority and time priority, finally determine the issuance price of this issuance as 9.12 yuan / share by inquiry, which shall not be less than 80% of the average price of the company’s shares in the 20 trading days before the first day of the issuance period. (II) issued quantity
The number of shares issued this time is 76270197, which meets the requirements of the company’s second extraordinary general meeting in 2020 and the non-public offering of no more than 81403200 new shares in your reply on approving Shenzhen King Explorer Science And Technology Corporation(002917) non-public development shares (zjxk [2021] No. 2103). (III) issuing object and subscription method
According to the subscription quotation of investors and in strict accordance with the procedures and rules of the issuance price, issuance object and the number of allocated shares determined in the subscription invitation, the issuance price is determined to be 9.12 yuan / share, the number of shares issued is 76270197, and the total amount of raised funds is 695584196.64 yuan.
The issuance target is finally determined as 22. The placement results of this issuance are as follows:
Sequence name of issuing object number of allocated shares (shares) amount allocated (yuan) lock up period (month)
1 Minggang 3289473 29999993.76 18
2 mingjinggu 2192982 19999995.84 18
3 Galaxy capital – Xinxin No. 1 collective asset management plan 2192982 19999995.84 6
4 JPMorgan Chase Bank, National 2,192,982 19,999,995.84 6 Association
5 Guosen Securities Co.Ltd(002736) 2,192,982 19,999,995.84 6
6 Qiao Xiuquan 2379385 21699991.20 6
7 Shanghai snowball Investment Management Co., Ltd. – Xinxin 2192982 19999995.84 6 No. 3 private securities investment fund
8 Chuangfu Fuxing No. 21 private securities investment fund 1314068 11984300.16 6
9 Huatai Youyi stock special pension product – zhong2192982 19999995.84 6 State Agricultural Bank Of China Limited(601288) Co., Ltd
10 Huatai asset management – Industrial Bank Co.Ltd(601166) – Huatai asset value 2192982 19999995.84 6 selected asset management products
11 Huatai asset management – China Citic Bank Corporation Limited(601998) – Huatai asset wins steadily 2192982 19999995.84 6 preferred asset management products
12 Huatai preferred No. 3 stock pension product – zhong2192982 19999995.84 6 State Industrial And Commercial Bank Of China Limited(601398) Co., Ltd
13 Feng Guizhong 2192982 19999995.84 6
14 Xu Guoxin 3947368 35999996.16 6
15 CAITONG Fund Management Co., Ltd. 4989035 45499999.20 6
16 Nord Fund Management Co., Ltd. 6524122 59499992.64 6
Shenzhen Junyi Private Securities Fund Management Co., Ltd. 7149122 65199992.64 6 – Junyi Qichu private securities investment fund
Sequence name of issuing object number of allocated shares (shares) amount allocated (yuan) lock up period (month)
Shenzhen Junyi Private Securities Fund Management Co., Ltd. 5372807 48999999.84 6 – Junyi Qiling private securities investment fund
19 Shenzhen Junyi Private Securities Fund Management Co., Ltd. 6019736 54899992.32 6 – Junyi Qiliang private securities investment fund
20 Ge fupeng 4583333 41799996.96 6
21 Ningbo Renqing Private Equity Fund Management Co., Ltd. – ren4385964 3999991.68 6 Qing No. 1 private securities investment fund
22 Beijing taidesheng Investment Co., Ltd. – taidesheng investment 4385964 3999991.68 6 zidelai No. 1 private securities investment fund
Total 76270197 695584196.64-
(IV) amount of raised funds
The total amount of funds raised in this non-public offering is 695584196.64 yuan. After deducting 10655501.92 yuan of issuance expenses (excluding value-added tax), the net amount of funds raised is 684928694.72 yuan.
It meets the requirement that the total amount of funds raised from non-public offering of A-Shares approved by the second extraordinary general meeting of shareholders in 2020 shall not exceed RMB 695584200.
After verification, the lead underwriter believes that the issuance price, issuance quantity, issuance object, subscription method and amount of raised funds of this issuance comply with the resolutions of the general meeting of shareholders of the issuer and laws and administrative regulations such as the company law, the securities law, the measures for the administration of securities issuance and underwriting, the measures for the administration of securities issuance of listed companies, and the detailed rules for the implementation of non-public offering of shares by listed companies The provisions of the departmental rules and normative documents meet the requirements of the issuance plan reported by the sponsor (lead underwriter) to the CSRC before the launch of this issuance. 2、 Relevant review and approval procedures for the performance of this non-public offering (I) internal decision-making process for the performance of this offering
On November 23, 2020, the issuer held the 13th meeting of the second board of directors and the 13th meeting of the second board of supervisors, and considered and adopted the relevant proposals of the issuer’s application for non-public issuance of a shares. On December 10, 2020, the issuer held the second extraordinary general meeting of shareholders in 2020, deliberated and adopted the relevant proposals on the non-public offering of a shares.
On February 26, 2021, the issuer held the 14th meeting of the second board of directors and the 14th meeting of the second board of supervisors, deliberated and adopted relevant proposals on adjusting the scheme of non-public offering of a shares.
On November 16, 2021, the issuer held the 21st Meeting of the second board of directors and the 21st Meeting of the second board of supervisors, deliberated and adopted the proposal to extend the validity of the resolution of the general meeting of shareholders on non-public offering of shares.
On December 2, 2021, the issuer held the third extraordinary general meeting of shareholders in 2021, deliberated and approved the proposal to extend the validity of the resolution of the general meeting of shareholders of non-public offering of shares. (II) approval process of regulatory authorities for this issuance
On June 15, 2021, the issuance Audit Committee of CSRC examined and approved the application for non-public offering of shares.
On June 21, 2021, the CSRC issued the reply on approving Shenzhen King Explorer Science And Technology Corporation(002917) non-public offering of shares (zjxk [2021] No. 2103), which approved the non-public offering of Shenzhen King Explorer Science And Technology Corporation(002917) no more than 81403200 new shares (including this number). The reply shall be valid within 12 months from the date of approval of issuance.
After verification, the lead underwriter believes that the issuance has been deliberated and approved by the issuer’s board of directors and the general meeting of shareholders, approved by the CSRC, and fulfilled the necessary internal decision-making and external approval procedures. 3、 Specific process and situation of this non-public offering of shares (I) sending object of subscription invitation documents
At the start of this non-public offering, the lead underwriter sent the invitation for subscription of Shenzhen King Explorer Science And Technology Corporation(002917) non public development bank shares (hereinafter referred to as the “invitation for subscription”) to 210 investors by email or mail according to the list of investors sent by the daily report on December 15, 2021, inviting them to participate in this subscription. The list of investors includes the top 20 shareholders of the company (excluding 20 controlling shareholders, actual controllers or their controlled affiliates, directors, supervisors, senior managers, lead underwriters and related parties associated with the above institutions and personnel), 43 fund companies, 28 securities companies, 11 insurance companies And 108 investors who have expressed their subscription intention to the issuer or lead underwriter.
In addition, after the issuer and the lead underwriter reported the non-public offering plan and the list of investors, until 9:00 on December 30, 2021, Si Ruiyan, Feng Guizhong, Hunan light salt Venture Capital Management Co., Ltd., Beijing tedsheng Investment Co., Ltd., Guangzhou Chuangyu Investment Management Co., Ltd., Shenzhen Qianhai mutual Xing Asset Management Co., Ltd 20 investors, including Ningbo Renqing Private Equity Fund Management Co., Ltd., GE fupeng, people’s Endowment Insurance Co., Ltd., Li Xuemei, Qiao Xiuquan, Galaxy Capital Asset Management Co., Ltd., Xu Guoxin, Guo Weisong, Lin Jintao, Wu Wenjun, Li Jing, song Qianqian, he Yixi and Shanghai snoobo investment management Co., Ltd., expressed their subscription intention, Therefore, the issuer and the lead underwriter decided to add them to the list of invitation to subscribe, and the lead underwriter sent them the invitation to subscribe and its attachments.
On December 30, 2021 (t day), the lead underwriter and Beijing Guofeng law firm carefully checked the subscription qualification and compliance of investors in the final subscription invitation list, and the sending scope of subscription invitation documents met the relevant provisions of laws and regulations such as the administrative measures for securities issuance and underwriting, the detailed rules for the implementation of non-public offering of shares by listed companies and so on, It also complies with the relevant requirements on the non-public offering plan and the issuing object deliberated and adopted by the issuer’s second extraordinary general meeting in 2020; Except for the issuing objects determined in the plan of the board of directors, there is no situation that “the controlling shareholders, actual controllers or their controlled affiliates, directors, supervisors, senior managers, lead underwriters, and related parties associated with the above institutions and personnel participate in the subscription of this issuance directly or indirectly”; There is no “listed company and its controlling shareholders, actual controllers and major shareholders directly or through stakeholders to provide
