Guangzhou Grandbuy Co.Ltd(002187)
Independent financial adviser (co lead underwriter) on the report on the issuance of non-public shares issued by issuing shares and paying cash to purchase assets and raising supporting funds and related party transactions
February, 2002
Statement of all directors of listed company
All directors of the company promise that there are no false records, misleading statements or major omissions in this issuance report, and bear individual and joint legal liabilities for its authenticity, accuracy and completeness. All directors:
Feng Kaiyun, Qian Shengshan, Zheng Dingquan
Shen Hongtao, Chen Honghui, Wang Hongmao
Guangzhou Grandbuy Co.Ltd(002187) February 14, 2022
catalogue
All directors of the listed company declare that 2 catalog 3 interpretation Section 1 basic information of this offering seven
1、 Decision making and approval of this transaction seven
(I) decision making and approval procedures performed in this transaction seven
(II) decision making and approval procedures to be performed in this transaction seven
(III) payment for issuance and capital verification seven
(IV) share registration and custody eight
2、 Basic information of this offering eight
(I) issuance method eight
(II) types of shares issued eight
(III) par value of shares eight
(IV) issue pricing method and issue price eight
(V) number of issues and total amount of supporting funds raised nine
(VI) issuance expenses nine
(VII) subscription quotation and share placement nine
3、 The issuing objects of the supporting funds raised this time thirteen
(I) information of issuing objects thirteen
(II) relationship between the issuing object and the company sixteen
(III) filing and verification of issuing objects seventeen
(IV) major transactions between the issuer and its related parties and the company eighteen
(V) future transaction arrangements between the issuing object and its related parties and the company eighteen
(VI) verification of the appropriateness of the issuing target investors eighteen
4、 Relevant institutions of this offering nineteen
(I) independent financial consultant (co lead underwriter): Ping An Securities nineteen
(II) independent financial adviser (co lead underwriter): Guotai Junan Securities Co.Ltd(601211) twenty
(III) legal counsel twenty
(IV) audit institution twenty
(V) capital verification institution twenty
Section II comparison of relevant situations before and after issuance twenty-two
1、 Shareholders before and after this offering twenty-two
(I) top 10 shareholders of the company before this offering twenty-two
(II) Shareholding of the top ten shareholders of the company after the completion of this offering twenty-two
2、 Changes in shareholding of directors, supervisors and senior managers twenty-three
3、 The impact of this offering on the company twenty-three
(I) impact on share capital structure twenty-three
(II) impact on asset structure twenty-three
(III) impact on business structure twenty-three
(IV) impact on Corporate Governance twenty-four
(V) impact on related party transactions and horizontal competition of the company twenty-four
(VI) impact on the company’s personnel structure Section III conclusions and opinions of independent financial advisers (joint lead underwriters) on the issuance process and the compliance of subscription objects Section IV the conclusion and opinion of the issuer’s lawyer on the issuance process and the compliance of the subscription object Section V statement on intermediaries twenty-seven
Statement of the independent financial adviser twenty-eight
Statement of the independent financial adviser twenty-nine
The issuer’s lawyer declares that thirty
Auditor’s statement thirty-one
The capital verification agency declares that 32 section VI documents for future reference thirty-three
1、 Documents for future reference thirty-three
2、 Query location thirty-three
3、 Query time thirty-three
interpretation
In this report, unless the context specifies, the following abbreviations have the following meanings:
Abbreviation interpretation
This transaction and this issuance of shares Guangzhou Grandbuy Co.Ltd(002187) are intended to purchase Guangshang capital and assets by issuing shares and paying cash. This reorganization refers to the 100% equity of friendship group held by Guangshang fund, BOC investment and CCCI
This announcement, this report, the listing announcement of Guangzhou Grandbuy Co.Ltd(002187) issuing shares and paying cash to purchase capital, the implementation of property and raising supporting funds and related party transactions and the listing announcement of new shares
Restructuring report and asset restructuring report refer to the report on Guangzhou Grandbuy Co.Ltd(002187) issuing shares and paying cash to purchase assets, raising supporting funds and related party transactions
Guangzhou Grandbuy Co.Ltd(002187) , listed company, this refers to Guangzhou Grandbuy Co.Ltd(002187) company, the company’s target company, the target enterprise, Youzhi Guangzhou Friendship Group Co., Ltd., the target assets of Youyi group, the target equity, Youzhi Guangshang capital, Guangshang fund, BOC investment and China construction investment 100% equity of Youyi group
Counterparties refer to Guangshang capital, Guangshang fund, BOC investment and China construction investment
Guangzhou SASAC refers to the state owned assets supervision and Administration Commission of Guangzhou Municipal People’s government
Guangzhou commercial control refers to Guangzhou Commercial Investment Holding Group Co., Ltd
Guangshang capital refers to Guangzhou Guangshang Capital Management Co., Ltd
Guangshang fund refers to Guangzhou Guangshang Xinshi industry investment fund partnership (limited partnership)
BOC investment refers to BOC Financial Asset Investment Co., Ltd
CIC Chinese refers to CIC Chinese Investment Co., Ltd
Issuing shares and paying cash purchase refers to the agreement signed between Guangzhou Grandbuy Co.Ltd(002187) and the counterparty on August 21, 2020
Agreement on issuing shares and paying cash to purchase assets
Profit forecast compensation agreement refers to the profit forecast compensation agreement signed by Guangzhou Grandbuy Co.Ltd(002187) and the compensation obligor on August 21, 2020
Supplement to the profit forecast compensation agreement refers to the supplementary agreement to the profit forecast compensation agreement signed by Guangzhou Grandbuy Co.Ltd(002187) and the compensation obligor on January 15, 2021
The benchmark date refers to March 31, 2020
CSRC and CSRC refer to China Securities Regulatory Commission
Shenzhen stock exchange refers to Shenzhen Stock Exchange
China Securities Depository and Clearing Corporation and China Securities Depository and Clearing Corporation refer to Shenzhen Branch of China Securities Depository and Clearing Co., Ltd
Company Law refers to the company law of the people’s Republic of China
Securities Law refers to the securities law of the people’s Republic of China
The reorganization Measures refer to the measures for the administration of major asset reorganization of listed companies
The stock listing rules refer to the stock listing rules of Shenzhen Stock Exchange
The articles of association refers to the Guangzhou Grandbuy Co.Ltd(002187) articles of association
Ping An Securities refers to Ping An Securities Co., Ltd
Guotai Junan Securities Co.Ltd(601211) refers to Guotai Junan Securities Co.Ltd(601211)
Appraisal institution and Guorong Xinghua refer to Beijing Guorong Xinghua Assets Appraisal Co., Ltd
Audit institution and Zhongshen Zhonghuan refer to Zhongshen Zhonghuan Certified Public Accountants (special general partnership)
Yuan, 10000 yuan and 100 million yuan refer to RMB yuan, 10000 yuan and 100 million yuan
Note: if there is a difference in the mantissa between the sum of partial totals and the direct addition of each addition in this report, the difference is caused by rounding.
Section I basic information of this offering
1、 Decision making and approval of this transaction
(I) decision making and approval procedures performed in this transaction
The issuer has fulfilled the decision-making procedures stipulated in the company law, the securities law, the CSRC and the Shenzhen stock exchange with respect to the non-public offering of shares. The details are as follows:
As of the signing date of this report, the decision-making and approval procedures for this transaction have been performed:
1. The restructuring and trading plan has been deliberated and adopted at the 24th Meeting of the sixth board of directors of the listed company; 2. The counterparty of this restructuring has fulfilled the internal decision-making procedures;
3. The appraisal report of the underlying assets involved in this transaction has been approved by Guangzhou SASAC;
4. The transaction plan has been approved by Guangzhou SASAC;
5. The restructuring and trading plan has been deliberated and approved by the first extraordinary general meeting of shareholders of the listed company in 2020; 6. The restructuring and trading plan adjustment has been deliberated and adopted at the 29th meeting of the sixth board of directors of the listed company.
7. This transaction has been approved by the CSRC.
(II) decision making and approval procedures to be performed in this transaction
This transaction has fulfilled all the decision-making and approval procedures that need to be fulfilled, and there are no other decision-making and approval procedures that need to be fulfilled.
(III) payment for issuance and capital verification
1. After determining the placement results, the issuer and the independent financial adviser (co lead underwriter) issued a payment notice to the 10 issuers allocated to this offering on January 30, 2022. According to the requirements of the payment notice, each issuing object has paid the subscription amount in full and on time to the special account for payment of this issuance designated by the independent financial adviser (joint lead underwriter).
2. On February 10, 2022, Zhongshen Zhonghuan Certified Public Accountants (special general partnership) verified the paid in subscription funds and issued the capital verification report (Zhonghuan Yan Zi [2022] No. 0510006) on February 10, 2022. As of February 9, 2022, the independent financial adviser (joint lead underwriter) has received the subscription funds paid by the subscription objects of this issuance to specific objects, totaling RMB 69999999.30.
3. On February 10, 2022, the independent financial consultant (joint lead underwriter) transferred the raised funds to the special account for the raised funds designated by the issuer. On February 10, 2022, Zhongshen Zhonghuan Certified Public Accountants (special general partnership) verified the arrival of the raised funds in the issuer’s account, and issued the capital verification report (Zhonghuan Yan Zi [2022] No. 0510007) on February 11, 2022. According to the report, the total amount of capital raised is RMB 3469718.99923, excluding the total amount of capital raised as of 20210, which is RMB 3469713.9998, excluding the total amount of capital raised as of 20210.
(IV) share registration and custody
The registration and custody procedures of the company’s newly issued shares will be completed in Shenzhen Branch of China Securities Depository and Clearing Corporation as soon as possible. 2、 Basic information of this offering
(I) issuance method
All A-shares in this non-public offering shall be issued to specific objects in a non-public manner. Within 12 months after the CSRC approves the application for this non-public offering, it shall choose an appropriate time to issue shares to no more than 35 (including 35) special objects that meet the relevant provisions of the CSRC. The underwriting method of this issuance is consignment.
(II) hair
