Ping An Securities Co., Ltd. Guotai Junan Securities Co.Ltd(601211) about Guangzhou Grandbuy Co.Ltd(002187)
Issue shares and pay cash to purchase assets and raise supporting funds and related party transactions
Non public offering of shares
Report on the issuance process and the compliance of subscribers
Independent financial advisor (co lead underwriter)
Date of signature: February, 2002
Ping An Securities Co., Ltd
About Guangzhou Grandbuy Co.Ltd(002187)
Non public offering of shares and payment of cash to purchase assets and raise supporting funds and related party transactions to raise supporting funds
Report on the issuance process and the compliance of subscribers
China Securities Regulatory Commission:
With the approval of the reply on approving Guangzhou Grandbuy Co.Ltd(002187) to issue shares to purchase assets and raise supporting funds (zjxk [2021] No. 863) by the China Securities Regulatory Commission (hereinafter referred to as "CSRC"), Guangzhou Grandbuy Co.Ltd(002187) (hereinafter referred to as " Guangzhou Grandbuy Co.Ltd(002187) ", "company" or "issuer") non publicly issues A-Shares to specific objects, The total amount of funds raised shall not exceed RMB 70 million. Ping An Securities Co., Ltd. (hereinafter referred to as "Ping An Securities"), Guotai Junan Securities Co.Ltd(601211) (hereinafter referred to as " Guotai Junan Securities Co.Ltd(601211) ") (Ping An Securities and Guotai Junan Securities Co.Ltd(601211) are collectively referred to as "independent financial consultant" or "independent financial consultant (joint lead underwriter)") as independent Financial Consultants (joint lead underwriters) for this offering, in accordance with relevant laws and regulations, The issuer has carefully verified the issuance process and the compliance of the issuing objects of the non-public offering of the raised matching funds, and believes that Guangzhou Grandbuy Co.Ltd(002187) the issuance process and the subscription objects comply with the company law of the people's Republic of China (hereinafter referred to as the "company law") and the securities law of the people's Republic of China (hereinafter referred to as the "Securities Law") The requirements of relevant laws, regulations, rules and regulations such as 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, as well as Guangzhou Grandbuy Co.Ltd(002187) the resolutions of the board of directors and the general meeting of shareholders on this issuance are in line with the interests of the issuer and all its shareholders, and this report is issued. The details are as follows: I. overview of the issuance
(I) issue price
The pricing benchmark date of this non-public offering is the first day of the issuance period (i.e. January 19, 2022), and the issuance reserve price is 8.10 yuan / share, which is not less than 80% of the average trading price of the company's shares in the 20 trading days before the pricing benchmark date (i.e. 7.22 yuan / share).
The issuer and the independent financial adviser (joint lead underwriter) shall purchase assets and raise supporting funds according to the results of investors' subscription quotation and Guangzhou Grandbuy Co.Ltd(002187) issuing shares and paying cash
Invitation for subscription of matching funds raised by non-public offering of shares for joint stock trading (hereinafter referred to as "invitation for subscription")
And Guangzhou Grandbuy Co.Ltd(002187) issuing shares and paying cash to purchase assets and raise supporting funds
Invitation for supplementary subscription of supporting funds raised by non-public offering of shares in the joint stock exchange (hereinafter referred to as "supplementary subscription")
The procedures and rules for the issuance price, the object of issuance and the number of shares allocated shall be determined
The issue price is 8.10 yuan / share.
(II) issued quantity
The number of shares in this non-public offering is 86419753, which meets the requirements of the 20th session of the sixth board of directors of the issuer
The resolution of the fourth meeting and the resolution of the first extraordinary general meeting of shareholders in 2020 comply with the provisions of the
Reply on approving Guangzhou Grandbuy Co.Ltd(002187) issuing shares to purchase assets and raising supporting funds (CSRC)
License [2021] No. 863) for the non-public offering of shares to raise matching funds.
(III) issuing object
According to the subscription quotation of investors and the issuance price and issuance right determined in the invitation for subscription
As well as the procedures and rules for the number of shares allocated, the issue price is determined to be 8.10 yuan / share
It is 86419753 shares, and the total amount of funds raised is 69999999.30 yuan.
The issuance target is finally determined as 10, and the issuance and placement results are as follows:
Serial number of shares allocated to the issuing object allocated amount restricted sales period No. (shares) (yuan) (month)
1 UBSAG 2,839,506 22,999,998.60 6
2 Nanfang Fund Management Co., Ltd. 3333333 2699997.30 6
3 Guangzhou stock exchange Private Equity Fund Management Co., Ltd. 18518 149999995.80 6
4 Guangdong Dehui Investment Management Co., Ltd. - Dehui global preferred private placement certificate 8024691 6499997.10 6 bond investment fund
5 Guangdong Dehui Investment Management Co., Ltd. - Dehui exclusive private securities investment 7407407 599996.70 6-funded fund
6 Guangdong Dehui Investment Management Co., Ltd. - Dehui preferred private securities investment 3703703 29999994.30 6-funded fund
7 Shanghai Boshen Investment Center (limited partnership) - Boshen No. 21 securities 3086419 2499993.90 6 investment private equity fund
8 China Life Insurance Company Limited(601628) insurance (Group) Company - traditional - General insurance products 24691358 19999999.80 6
9 Guangdong Dehui Investment Management Co., Ltd. - Dehui Zunxiang No. 9 private placement certificate 2469135 19999993.50 6 bond investment fund
10 Guangzhou Metro Group Co., Ltd. 12345683 100000032.30 6
Total 86419753 69999999.30-
(IV) amount of raised funds
The total amount of funds raised in this issuance is 69999999.30 yuan. After deducting the issuance expenses excluding tax of 81528.07 yuan, the actual net amount of funds raised is 699918471.23 yuan.
(V) sales restriction period
The shares of this non-public offering subscribed by the issuing object shall not be transferred within 6 months from the date of the end of this offering. If relevant laws, regulations and normative documents have other provisions on the sales restriction period, such provisions shall prevail. After the completion of this offering, the subscription object shall also abide by the above share lock-in agreement for the shares increased due to bonus shares, conversion of share capital and other reasons of the listed company. After the expiration of the above lock-in period, the transfer and trading of corresponding shares shall be handled in accordance with the laws and regulations in force at that time and the provisions and rules of Shenzhen Stock Exchange.
The independent financial consultant (joint lead underwriter) has verified that the issuance price, issuance object, issuance quantity, amount of raised funds and the restricted sale period of the issued shares comply with the company law, the securities law, the measures for the administration of securities issuance and underwriting of listed companies, the detailed rules for the implementation of non-public offering of shares by listed companies and other laws Relevant provisions of laws and regulations and normative documents, relevant resolutions of the board of directors and the general meeting of shareholders of the issuer and the approval requirements of the CSRC. 2、 Relevant procedures for this offering
(I) internal decision-making procedures of listed companies
The 24th Meeting of the 6th board of directors held on August 21, 2020 considered and adopted the relevant proposals of this issuance.
The first extraordinary general meeting of shareholders in 2020 held on September 21, 2020 considered and approved the relevant proposals of this issuance.
(II) approval by the state owned assets supervision and Administration Commission of the State Council
On September 17, 2020, the state owned assets supervision and Administration Commission of Guangzhou Municipal People's government issued the reply of Guangzhou SASAC on matters related to agreeing to Guangzhou Grandbuy Co.Ltd(002187) issue shares and pay cash to purchase 100% equity of friendship group (SUI Guo Zi [2020] No. 96), and agreed to this scheme in principle.
(III) approval procedures of CSRC
The non-public offering was conditionally approved by the merger and reorganization Review Committee of the CSRC on March 4, 2021.
On March 22, 2021, it obtained the reply on approving Guangzhou Grandbuy Co.Ltd(002187) issuing shares to purchase assets and raising supporting funds issued by the CSRC (zjxk [2021] No. 863).
After verification by the independent financial consultant (joint lead underwriter), the issuance has been deliberated and approved by the board of directors and the general meeting of shareholders of the issuer, approved by the CSRC, and fulfilled the necessary internal decision-making and external approval procedures. 3、 Details of this offering
(I) sending process of invitation for subscription and invitation for additional subscription
On January 18, 2022, in the presence of Beijing Guofeng law firm (hereinafter referred to as the "issuance witness lawyer"), the independent financial adviser (joint lead underwriter) sent the invitation for subscription and its attachments to 160 eligible investors by email or express. The above 160 investors include: as of the closing of the market on January 10, 2022, the top 20 shareholders of the issuer (excluding 15 controlling shareholders, actual controllers, directors, supervisors, senior managers, independent financial advisers (joint lead underwriters) and related parties with related relationships with the above institutions and personnel); There are 29 securities investment fund management companies, 19 securities companies, 12 insurance institutions, and 85 other investors who have expressed their subscription intention to the issuer and independent financial advisers (joint lead underwriters).
The issuer and the independent financial adviser (co lead underwriter) received the subscription intention expressed by one new investor from the issuance scheme document submitted to the CSRC (January 18, 2022) to 9:00 on the Subscription Date (January 21, 2022). After careful verification, the above-mentioned investor was added to the sending list of subscription invitation, And in the presence of the issuing witness lawyer, supplement and send the invitation for subscription and its attachments to it. The details of the new intended investors are as follows:
Serial number investor name
1 Guangzhou Metro Group Co., Ltd
From 9:00 to 12:00 on January 21, 2022, after the first round of subscription bookkeeping, the issuer and the independent financial adviser (joint lead underwriter) decided to start the additional subscription procedure and send the additional subscription invitation to the investors by email or mail. The sending scope of the invitation for additional subscription is 161 investors and 1 new investor who sent the invitation for subscription in the first round. The deadline for additional subscription is 17:00 p.m. on January 29, 2022. The above process was witnessed by the issuing lawyer. The details of the new intended investors are as follows:
Serial number investor name
1. Guangzhou Kechuang industry investment fund partnership (limited partnership)
After verification by the independent financial consultant (joint lead underwriter), the content and scope of the invitation for subscription are in line with the company law, the securities law, the measures for the administration of securities issuance and underwriting, and the securities of listed companies
The measures for the administration of securities issuance and the detailed rules for the implementation of non-public offering of shares by listed companies and other relevant laws and regulations
Implement the provisions of the board of directors and the general meeting of shareholders on the relevant resolutions on the issuance of raised funds.
(II) quotation of investors
1. First round subscription
From 9:00 a.m. to 12:00 a.m. on January 21, 2022, under the full witness of the issuing witness lawyer, independent financial
The financial consultant (co lead underwriter) and the issuer received a total of Guangzhou guangbai shares submitted by 10 subscription objects
