The so-called non-public offering of shares refers to the behavior of listed companies to issue shares to specific objects in a non-public way.

(1) Issuer and subscription conditions

Issue target:

The specific objects of non-public offering of shares shall meet the conditions stipulated in the resolution of the shareholders' meeting, and the number of objects to be issued shall not exceed 10. These include:

(1) If a securities investment fund management company subscribes with two or more funds under its management, it shall be regarded as the issue target.

(2) As an issuer, a trust company can only subscribe with its own funds;

(3) If the issue target is an overseas strategic investor, it shall be approved by the relevant departments of the State Council in advance.

Transfer restrictions:

In any of the following circumstances, the specific issuer and its subscription price or pricing principle shall be determined by the resolution of the board of directors of the non-public offering of shares of the listed company and approved by the shareholders' meeting; The subscribed shares shall not be transferred within 36 months from the date of issuance;

The controlling shareholder, actual controller or related party controlled by the listed company;

(2) Investors who have obtained the actual control right of the listed company by subscribing for the shares issued this time;

③ Domestic and foreign strategic investors to be introduced by the Board of Directors.

For the issuing objects other than the above, after obtaining the approval of issuance, the listed company shall determine the issuing price and the issuing object through bidding in accordance with the relevant provisions. The shares subscribed by the issuer shall not be transferred within 12 months from the date of issuance.

Issue price:

The issue price of the non-public offering shares subscribed by the issuer shall not be less than 90% of the average price of the company's shares in the 20 trading days before the pricing benchmark date.

① The "pricing benchmark date" mentioned here refers to the benchmark date for calculating the reserve price of issuance. The benchmark date of pricing can be the announcement date of the resolution of the board of directors, the announcement date of the resolution of the shareholders' meeting, or the first day of the issuance period. The price of shares issued by a listed company shall not be lower than the reserve price.

② The calculation formula of "average stock trading price in 20 trading days before the pricing benchmark date" here is: average stock trading price in 20 trading days before the pricing benchmark date = total stock trading amount in 20 trading days before the pricing benchmark date ÷ total stock trading amount in 20 trading days before the pricing benchmark date.

(2) Under any of the following circumstances, a listed company may not issue shares in a non-public manner:

① There are false records, misleading statements or major omissions in the application documents for this issuance;

(2) The rights and interests of listed companies have been seriously damaged by the controlling shareholder or actual controller and have not been eliminated;

(3) The listed company and its affiliated companies provide external guarantees in violation of regulations and have not yet lifted them;

④ The current directors and senior managers have been punished by the China Securities Regulatory Commission in the last 36 months, or publicly condemned by the stock exchange in the last 12 months;

(5) The listed company or its current directors and senior managers are being investigated by judicial organs for suspected crimes, or are being investigated by the China Securities Regulatory Commission for suspected violations of laws and regulations;

⑥ The financial statements of the latest year and the first period are audited by certified public accountants as qualified opinions, negative opinions or unable to express opinions. However, unless the major impact of the matters involved in the reservation, negative opinion or inability to express opinions has been eliminated or the issuance involves major restructuring;

⑦ Other circumstances that seriously damage the legitimate rights and interests of investors and the public interests.