Securities code: 603392 securities abbreviation: Beijing Wantai Biological Pharmacy Enterprise Co.Ltd(603392) Beijing Wantai Biological Pharmacy Enterprise Co.Ltd(603392)
Plan for non-public offering of A-Shares in 2021
(Revised Version)
January 2002
statement
The company and all members of the board of directors guarantee that the contents of this plan are true, accurate and complete, and confirm that there are no false records, misleading statements or major omissions.
After the completion of this non-public offering, the company shall be responsible for the changes in the company’s operation and income; The investors shall be responsible for the investment risks arising from this non-public offering.
This plan is the explanation of the board of directors of the company on this non-public offering of shares, and 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, confirmation or approval of the examination and approval authority on the matters related to this non-public offering. The effectiveness and completion of the matters related to this non-public offering described in this plan have yet to be approved by the CSRC.
hot tip
1. The non-public offering plan has been deliberated and adopted at the fourth meeting of the Fifth Board of directors and the third extraordinary general meeting of shareholders in 2021. On January 21, 2022, according to the authorization of the third extraordinary general meeting of shareholders in 2021 for the board of directors to handle the specific matters of the non-public offering of shares, the company held the eighth meeting of the Fifth Board of directors to adjust some contents of the non-public offering of shares. The non-public offering plan still needs to perform the approval procedures including but not limited to the approval of the CSRC.
There is a major uncertainty whether the issuance can obtain the above approval, and the majority of investors are hereby reminded to pay attention to the investment risk.
2. The objects of this non-public offering are securities investment fund management companies, securities companies, trust companies, finance companies, asset management companies, insurance institutional investors, qualified overseas institutional investors and RMB qualified overseas institutional investors, including Yangshengtang Co., Ltd., the controlling shareholder of the company, which comply with the provisions of the CSRC, And other legal persons, natural persons or other qualified investors not exceeding 35 (including 35) in accordance with the provisions of 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 company is the issuing object, it can only subscribe with its own funds.
Except Yangshengtang Co., Ltd., after the non-public offering is approved by the CSRC, the board of directors authorized by the general meeting of shareholders of the company will negotiate with the sponsor (lead underwriter) of the offering according to the inquiry results of the offering. If national laws and regulations have new provisions on the issuing object of non-public offering of shares, the company will adjust according to the new provisions.
All issuers of this non-public offering will subscribe for the shares of this non-public offering in RMB cash.
3. The pricing benchmark date of this non-public offering is the first day of the issuance period, and the issuance price shall not be less than 80% of the average trading price of the company’s shares 20 trading days before the pricing benchmark 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 has ex rights and ex interests matters such as capital reserve converted into share capital, undistributed profit converted into share capital, share division, merger, share allotment, dividend distribution and so on from the pricing benchmark date to the issue date, the price of this non-public offering shall be adjusted accordingly.
On the basis of the above-mentioned issuance reserve price, the final issuance price will be determined by the board of directors of the company and the sponsor (lead underwriter) in the form of competitive price according to the subscription quotation of the issuing object within the scope authorized by the general meeting of shareholders after the company obtains the approval and Reply of the CSRC on the issuance.
Yangshengtang Co., Ltd. does not participate in the market inquiry process of this non-public offering, but agrees to accept the final issue price determined according to the bidding results and subscribe for the shares of this non-public offering at the same price as other specific investors. If there is no effective bidding result in the bidding process of this issuance pricing, Yangshengtang Co., Ltd. will participate in the subscription of the issued shares at the bottom price of the issuance.
4. The number of shares in this non-public offering shall not exceed 5% of the total share capital of the company before this offering, that is, not more than 30352000 shares (including this number), and shall be subject to the approval document of the CSRC. Within the above scope, after the company obtains the approval and reply of the CSRC on the non-public offering, the board of directors authorized by the general meeting of shareholders of the company shall negotiate with the sponsor (lead underwriter) of the offering according to the inquiry results of the offering in accordance with relevant regulations.
The number of shares to be subscribed by Yangshengtang Co., Ltd. is 10% of the actual number of shares issued in this non-public offering.
If, between the announcement date of the resolution of the board of directors and the issuance date, the company’s shares are distributed, the capital reserve is converted into share capital, or the total share capital of the company before the issuance is changed and the issuance price is adjusted due to other reasons, the upper limit of the Issuance quantity shall also be adjusted accordingly.
5. The total amount of funds raised from this non-public offering of shares does not exceed 350 million yuan (including this amount). The raised funds will be used to invest in the following projects after deducting relevant issuance expenses:
Unit: 10000 yuan
No. project name total project investment proposed to use raised funds
1. Phase II expansion construction project of jiuvalent cervical cancer vaccine 124918.85 110000.00
2. Industrialization project of 20valent pneumococcal polysaccharide conjugate vaccine 157762.66 70000.00
3 Yangshengtang Xiamen Wantai diagnosis base construction project 131620.55 110000.00
4 nasal spray vaccine industry base construction project 99082.23 60000.00
Total 513384.29 350000.00
If the actual raised funds after deducting the issuance expenses in this non-public offering are less than the total amount of the raised funds to be invested in the above projects, the company will adjust the priority of the raised funds and the specific investment amount of each project according to the actual net raised funds and the priorities of the projects, and the insufficient part of the raised funds shall be raised by the company itself.
Before the funds raised from this non-public offering are in place, the company will invest in advance with its own funds or self raised funds according to the actual progress of the raised investment project, and replace them according to the relevant procedures after the raised funds are in place.
6. The A shares of this non-public offering subscribed by Yangshengtang Co., Ltd. shall not be transferred within 18 months from the end of this offering, and the A shares of this non-public offering subscribed by other subscribers shall not be transferred within 6 months from the end of this offering. The reduction of the above shares after the expiration of the lock up period shall also comply with the relevant provisions of the company law, the securities law, the Listing Rules of Shanghai Stock Exchange and other laws, regulations, rules, normative documents and the articles of association.
During the above share lock-in period, the shares derived from the shares issued this time subscribed by the issuing object due to the conversion of the company’s capital reserve into share capital, the conversion of undistributed profits into share capital, share division, merger, share allotment, dividend distribution and other matters shall also comply with the above share restriction arrangement.
7. The objects of this non-public offering of shares include Yangshengtang Co., Ltd., the controlling shareholder of the company. Therefore, this non-public offering of shares involves related party transactions. The company will strictly comply with laws, regulations and the articles of association to perform the approval procedures for related party transactions. When the board of directors and the general meeting of shareholders of the company voted on the non-public offering, the related directors and related shareholders have avoided voting, and the independent directors have expressed their prior approval opinions and independent opinions on the related party transaction.
8. In order to fully protect the legitimate rights and interests of the company’s shareholders and provide stable and sustainable return on investment for shareholders, the board of directors of the company has formulated the shareholder return plan for the next three years (2022-2024) in accordance with the provisions of relevant laws and regulations, which has been deliberated and adopted at the fourth meeting of the Fifth Board of directors and the third extraordinary general meeting of shareholders in 2021. For the company’s profit distribution policy and cash dividends in recent three years, please refer to “section VI company’s profit distribution policy and profit distribution” of this plan.
9. This non-public offering of shares will not lead to changes in the controlling shareholders and actual controllers of the company, and will not lead to the company’s equity distribution not meeting the listing conditions.
10. The accumulated undistributed profits before the non-public offering will be shared by the new and old shareholders of the company according to the proportion of shares after the offering.
11. This non-public offering will expand the scale of the company’s share capital and net assets, and may dilute the company’s earnings per share and return on net assets in the short term. Although the company has formulated filling measures to deal with the risk that the immediate return is diluted, the filling measures formulated are not equal to the guarantee of the company’s future profits. Investors are hereby reminded to pay attention to the risk that this non-public offering may dilute the immediate return. For relevant filling measures, please refer to “Section VII risk tips and measures taken for diluting immediate return”.
12. Investors are specially reminded to pay attention to the relevant contents of “VI. risk description related to this stock issuance” in “section V” of this plan, and pay attention to investment risks.
catalogue
Declare that 1 special tips 2 interpretation nine
1、 General interpretation nine
2、 Professional interpretation nine
Section 1 Summary of the non-public offering plan twelve
1、 Basic information of listed companies twelve
2、 Background of this non-public offering twelve
3、 The purpose of this non-public offering fourteen
4、 Issuing object and its relationship with the company sixteen
5、 Release plan summary sixteen
6、 Whether this issuance constitutes a connected transaction nineteen
7、 This issuance will not lead to changes in the company’s control nineteen
8、 Approval of this offering nineteen
Section 2 basic information of the issuing object twenty
1、 Basic information of Yangshengtang II. Litigation and punishment of Yangshengtang and its directors, supervisors and senior managers in the past five years
…… 21 III. after the completion of this offering, Yangshengtang and its controlling shareholders, actual controllers and peers of the company
Competition and related party transactions 22 IV. Yangshengtang, its controlling shareholder, actual controller and the company within 24 months before the announcement of the plan
Major transactions between twenty-two
Section III summary of the conditional share subscription agreement twenty-three
1、 The Beijing Wantai Biological Pharmacy Enterprise Co.Ltd(603392) non public development agreement signed between the issuer and Yangshengtang
Summary of the share subscription agreement with effective conditions for the bank’s shares 23 II. The Beijing Wantai Biological Pharmacy Enterprise Co.Ltd(603392) non public development agreement signed between the issuer and Yangshengtang
Summary of the contents of the supplementary agreement to the share subscription agreement with effective conditions twenty-five
Section IV feasibility analysis of the board of directors on the use of the raised funds twenty-six
1、 The use plan of the raised funds twenty-six
2、 Investment projects with raised funds twenty-six
3、 The impact of the raised capital investment project on the company’s operation and management and financial status forty
4、 Feasibility conclusion of this non-public offering forty
Section V discussion and analysis of the board of directors on the impact of this issuance on the company 41 I. whether there is an integration plan for the business and assets of the listed company after the issuance, and whether the articles of association are adjusted; Expected changes in shareholder structure, senior management structure and business structure 41 II. Changes in financial status, profitability and cash flow of listed companies after the issuance
…… III. business relationship, management relationship and association between the listed company and the controlling shareholders and their affiliates
Changes in trading and horizontal competition 4. After the completion of this offering, whether the funds and assets of the listed company are occupied by the controlling shareholders and their affiliates, or whether the listed company provides guarantees for the controlling shareholders and their affiliates
…… V. whether the liability structure of the listed company is reasonable, whether there is a large increase in liabilities (including contingent liabilities) through this issuance, and whether there is a situation that the proportion of liabilities is too low and the financial cost is unreasonable
situation…… forty-three
6、 Description of risks related to this stock issuance forty-three
Section VI profit distribution policy and profit distribution of the company forty-eight
1、 Profit distribution policy forty-eight
2、 Shareholder return planning for the next three years (2022-2024) fifty
