Securities code: 002154 securities abbreviation: Baoxiniao Holding Co.Ltd(002154) Announcement No.: 2022-011 Baoxiniao Holding Co.Ltd(002154)
Announcement on participating in online auction to purchase equity
The company and all members of the board of directors guarantee that the information disclosed is true, accurate and complete without false records, misleading statements or major omissions.
Baoxiniao Holding Co.Ltd(002154) (hereinafter referred to as “the company”) held the 19th meeting of the seventh board of directors on February 23, 2022 and deliberated and adopted the proposal on participating in online auction to purchase equity. The relevant information is hereby announced as follows:
1、 Overview of foreign investment
According to the bidding announcement of Wenzhou intermediate people’s court in Zhejiang Province, Wenzhou intermediate people’s court will publicly auction 15 million shares of Bank of Wenzhou held by XX Real Estate Development Group Co., Ltd. (accounting for about 0.22%, including corresponding undistributed equity income) and 15 million shares of Bank of Wenzhou held by XX concrete Group Co., Ltd. on Alibaba judicial auction network platform (accounting for about 0.22% of shares, including corresponding undistributed equity income). According to the company’s development strategy of “industry + investment”, while maintaining the steady development of the main garment industry, the company will actively use external resources, optimize the company’s industrial layout and improve the company’s comprehensive competitiveness. The company will participate in this online auction with its own funds.
On February 23, 2022, the company held the 19th meeting of the seventh board of directors, deliberated and passed the proposal on participating in online auction to purchase equity, agreed the company to participate in this online auction, and authorized the company’s management to sign relevant agreements, documents and handle other relevant specific matters in accordance with relevant procedures, laws and regulations.
According to the Shenzhen Stock Exchange Stock Listing Rules (revised in 2022) and the articles of association and other relevant provisions, the equity auction belongs to the approval authority of the board of directors of the company and does not need to be submitted to the general meeting of shareholders for deliberation. This auction does not constitute a related party transaction, nor does it constitute a major asset reorganization stipulated in the administrative measures for major asset reorganization of listed companies. Whether the company can successfully participate in this auction is uncertain.
2、 Details of bidding
(I) basic information of the auctioneer
Disposal unit: Wenzhou intermediate people’s court, Zhejiang Province
(II) basic information of bidding
1. Subject name: 15 million shares of Bank of Wenzhou held by XX Real Estate Development Group Co., Ltd. (accounting for about 0.22% of shares, including corresponding undistributed equity income) and 15 million shares of Bank of Wenzhou held by XX concrete Group Co., Ltd. (accounting for about 0.22% of shares, including corresponding undistributed equity income)
2. Name of target enterprise: Bank of Wenzhou Co., Ltd
3. Type of target enterprise: other joint stock limited companies (unlisted)
4. Industry of the target enterprise: monetary and financial services
5. Legal representative: Chen Hongqiang
6. Registered capital: 6691645504 yuan
7. Date of establishment: March 10, 1999
8. Address: No. 1316, convention and Exhibition Road, Lucheng District, Wenzhou City, Zhejiang Province
9. Business scope: financial business (see the approval of CBRC for details)
10. Shareholders as of December 31, 2021:
No. shareholder name shareholding quantity shareholding ratio
1 Wenzhou state owned Financial Capital Management Co., Ltd. 1694915254 25.33%
2 Wenzhou Mingcheng Construction Investment Group Co., Ltd. 736882450 11.01%
3 Xinhu Zhongbao Co.Ltd(600208) 576,599,994 8.62%
4 Wenzhou Financial Development Co., Ltd. 178592299 2.67%
5 Zhejiang Yueqing Rural Commercial Bank Co., Ltd. 169491525 2.53%
6 Zhejiang Xiaoshan Rural Commercial Bank Co., Ltd. 169491525 2.53%
7 Xinming Group Co., Ltd. 147497378 2.20%
8 nature real estate development group Co., Ltd. 135600000 2.03%
9 Wenzhou development and Investment Co., Ltd. 132328369 1.98%
10 Sanhu concrete Group Co., Ltd. 129600000 1.94%
11 others 2620646710 39.16%
Total 6691645504 100.00%
11. Appraisal: audited by Lixin Certified Public Accountants (special general partnership) in accordance with Chinese accounting standards, the net assets per share of Bank of Wenzhou in 2020 was 2.95 yuan. In 2020, there was no distributed equity income.
3、 Main trading conditions
1. Subject matter: 15 million shares of Bank of Wenzhou held by XX Real Estate Development Group Co., Ltd. (accounting for about 0.22% of shares, including corresponding undistributed equity income) and 15 million shares of Bank of Wenzhou held by XX concrete Group Co., Ltd. (accounting for about 0.22% of shares, including corresponding undistributed equity income)
2. Bidding price: the inquiry price of the above two bids is 44.25 million yuan; The starting price is 30.975 million yuan; The deposit is 5 million yuan; The price increases were 50000 yuan.
3. Auction time: from 10:00 a.m. on February 24, 2022 to 10:00 a.m. on February 25, 2022 (unless delayed)
4. Bidding period: 1 day
5. Qualification conditions of the transferee: A. The bidder must be a domestic enterprise legal person; b. The enterprise has good corporate governance structure or effective organization and management mode; Have a good social reputation, integrity records and tax records, and be able to repay the loan principal and interest of financial institutions in full on schedule; It has a long extension period and stable operating conditions; Strong operation and management ability and financial strength; c. The financial position is good, and the last three fiscal years have made continuous profits; d. After year-end distribution, the net assets reach 30% of all assets (consolidated accounting statements); e. In principle, the balance of equity investment shall not exceed 50% of the net assets of the enterprise (except for investment companies and holding companies specified by the State Council); f. The capital invested in shares is self owned capital, and shall not be invested in shares with non self owned funds such as entrusted funds and debt funds, unless otherwise provided by laws and regulations; g. Other prudential conditions stipulated in the rules of the CBRC.
4、 Purpose of foreign investment and its impact on the company
The company’s participation in online auction to purchase the equity of Bank of Wenzhou is in line with the company’s development strategy of “industry + investment”, which is conducive to optimizing the company’s industrial structure, improving the company’s anti risk ability and promoting the company’s high-quality, stable and sustainable development. If the operation of Bank of Wenzhou fails to meet the expectations, the investment income may not meet the expectations. The funds for participating in the online auction to purchase the equity of Bank of Wenzhou come from the company’s own funds, which will not have a significant adverse impact on the company’s financial and operating conditions, and there is no situation that damages the interests of the company and all shareholders. 5、 Risks of participating in bidding
Whether the company can successfully participate in this auction is uncertain. The company will fulfill the obligation of information disclosure in time according to the progress of bidding matters. Please pay attention to the investment risks.
6、 Documents for future reference
1. Resolutions of the 19th meeting of the 7th board of directors of the company.
It is hereby announced.
Baoxiniao Holding Co.Ltd(002154)
Board of directors
February 24, 2022
