Shu Tai Shen's private placement not exceeding 1.253 billion yuan approved by the Shenzhen Stock Exchange, with Guojin Securities making contributions

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China Economic Net, Beijing, April 1—Shutai Shen (300204.SZ) disclosed last night a notice announcing that it received a “Notice of the Review Center’s Opinions on Shutai Shen (Beijing) Biotechnology Co., Ltd.’s Application for a Stock Issuance to Specific Targets.” The announcement states that on March 31, 2026, Shutai Shen received, from the Shenzhen Stock Exchange’s Listing Review Center, the “Notice of the Review Center’s Opinions on Shutai Shen (Beijing) Biotechnology Co., Ltd.’s Application for a Stock Issuance to Specific Targets.”

The Shenzhen Stock Exchange’s issuance and listing review authority reviewed the company’s application documents for a stock issuance to specific targets and concluded that the company meets the issuance conditions, listing conditions, and information disclosure requirements. The Shenzhen Stock Exchange will then, in accordance with regulations, submit for the relevant registration procedures with the China Securities Regulatory Commission.

Shutai Shen said that the company’s current matter of issuing shares to specific targets can only be implemented after it obtains the decision of the China Securities Regulatory Commission approving registration. Whether the China Securities Regulatory Commission will make such an approval decision and the timing thereof remain uncertain. The company will, according to the progress of this matter, promptly fulfill its information disclosure obligations.

Shutai Shen’s 2025 annual stock issuance to specific targets prospectus (revised draft) shows that the total amount of fundraising for this issuance will not exceed (including) RMB 125,300.00 million. After deducting relevant issuance expenses, the net proceeds will be used entirely for the following projects: innovative drug R&D projects, and replenishing working capital.

The number of issuance targets for this issuance shall not exceed 35 (including 35), and includes securities investment fund management companies, securities firms, trust companies, financial companies, insurance institutional investors, qualified foreign institutional investors that meet the relevant conditions, as well as other legal persons, natural persons, or other qualified investors that meet the China Securities Regulatory Commission’s regulations. Among them, if a securities investment fund management company, a securities firm, a wealth management company, an insurance company, or a qualified foreign institutional investor subscribes with two or more products managed by them, it is deemed to be one issuance target. If a trust company is an issuance target, it may only subscribe with its own funds. All issuance targets in this issuance will subscribe for the shares issued in this issuance in cash, at the same price.

The number of shares to be issued in this issuance will be determined by dividing the total amount of fundraising by the issue price, and will not exceed 30% (including) of the company’s total share capital before this issuance. That is, the maximum number of shares to be issued by the company is 143,331,766 shares (including). The final figure shall be subject to the registration approval documents issued by the China Securities Regulatory Commission. Within the above scope, the company will request the shareholders’ meeting to authorize the board of directors to, in consultation with the sponsor (lead underwriter), determine the details based on the relevant regulations of the China Securities Regulatory Commission and the actual subscription situation.

The shares issued to specific targets under this issuance may not be transferred within 6 months from the date when this issuance is completed; if laws and regulations provide otherwise for the lock-up period, follow such provisions.

The pricing benchmark date for this issuance is the first day of the offering period. The issue price for this issuance shall not be lower than 80% of the company’s average stock trading price over the 20 trading days prior to the pricing benchmark date. The average stock trading price over the 20 trading days prior to the pricing benchmark date equals $1 times the total stock trading value over the 20 trading days prior to the pricing benchmark date divided by the stock trading volume over the 20 trading days prior to the pricing benchmark date.

As of the date of announcement of the preliminary plan, the company has not yet determined the specific issuance targets, and therefore it cannot be determined whether this issuance constitutes a related-party transaction. If there is a situation where the shares issued under this issuance that are subscribed by a related party constitute a related-party transaction, the company will disclose it in the “Report on the Issuance Situation” to be announced after the issuance is completed.

As of the date when the prospectus is issued, the company’s controlling shareholder is Yi Zhao Technology, holding 31.01% of the company’s shares. The company’s actual controllers are Zhou Zhiwen and Feng Yuxia. Zhou Zhiwen holds 47.60% of the equity of Yi Zhao Technology, and Feng Yuxia holds 37.40% of the equity of Yi Zhao Technology. The two are spouses and together hold 85.00% of the equity of Yi Zhao Technology, the company’s controlling shareholder. Zhou Zhiwen directly holds 6.20% of the company’s shares. The Huatai Securities asset management—China Merchants Bank—Huatai Liju No. 16 collective asset management plan established with funds contributed by Zhou Zhiwen holds 1.96% of the company’s shares. Zhou Zhiwen and Feng Yuxia, as a couple, together control 39.17% of the company’s voting rights, making them the company’s actual controllers.

The number of A shares to be issued in this issuance shall not exceed 143,331,766 shares (including). Calculated based on the maximum issuance amount, if Yi Zhao Technology, Zhou Zhiwen, and Feng Yuxia’s couple do not participate in the subscription of the shares in this issuance, then after this issuance is completed, Yi Zhao Technology will hold 23.85% of the company’s shares and remain the company’s controlling shareholder. Zhou Zhiwen will directly hold 4.77% of the company’s shares. The Huatai Securities asset management—China Merchants Bank—Huatai Liju No. 16 collective asset management plan established with funds contributed by Zhou Zhiwen will hold 1.51% of the company’s shares. Zhou Zhiwen and Feng Yuxia’s couple will together control 30.13% of the company’s voting rights and remain the company’s actual controllers. Therefore, this issuance will not result in a change in the company’s controlling rights.

The sponsor for this issuance by Shutai Shen is Guojin Securities Co., Ltd., and the sponsor representatives are Li Jun and Wu Guo.

(Editor in charge: He Xiao)

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