Zhongtai Securities Co.Ltd(600918) about Yangzhou Yaxingmotor Coach Co.Ltd(600213)
Non public offering of shares
Report on the issuance process and the compliance of subscribers
Sponsor (lead underwriter)
February, 2002
China Securities Regulatory Commission:
Zhongtai Securities Co.Ltd(600918) (hereinafter referred to as " Zhongtai Securities Co.Ltd(600918) " and "sponsor (lead underwriter)") as the sponsor and lead underwriter of Yangzhou Yaxingmotor Coach Co.Ltd(600213) (hereinafter referred to as " Yangzhou Yaxingmotor Coach Co.Ltd(600213) ", "issuer" or "company") for non-public offering of A-Shares (hereinafter referred to as "this offering" or "this non-public offering") to specific objects, in accordance with the relevant requirements of your association, Issue the following report on the compliance of this issuance: I. overview of the issuance
(I) issue price
The pricing benchmark date of this non-public offering is the announcement date of the resolution of the 31st meeting of the seventh board of directors, i.e. March 29, 2021. The price of this non-public offering is 5.14 yuan / share, Not less than 80% of the average trading price of the company's shares in the 20 trading days before the pricing benchmark date (the average trading price of the company's shares in the 20 trading days before the pricing benchmark date = the total trading volume of the company's shares in the 20 trading days before the pricing benchmark date / the total trading volume of the company's shares in the 20 trading days before the pricing benchmark date) and the net assets per share attributable to the common shareholders of the parent company audited in the latest period, whichever is higher (the result is rounded up to two decimal places).
(II) issued quantity
The number of shares in this non-public offering is 66000000 shares, all of which are issued in the form of non-public offering to specific investors, which does not exceed the maximum number of 66000000 shares approved by the board of directors and the general meeting of shareholders and approved by the CSRC.
(III) issuing object and subscription method
Weichai (Yangzhou) Yaxing Automobile Co., Ltd., the controlling shareholder of the issuer, subscribes all the shares of this non-public offering in RMB cash, and the issuing object meets the conditions specified in laws and regulations.
(IV) amount of raised funds and issuance expenses
The total amount of funds raised this time is 339240000.00 yuan. After deducting the tax exclusive expenses related to the issuance of 4519622.64 yuan, the net amount of funds raised is 334720377.36 yuan. After deducting the issuance expenses, all funds will be used to supplement working capital and repay bank loans, It meets the requirements of Yangzhou Yaxingmotor Coach Co.Ltd(600213) 2021 plan for non-public development of A-Shares (Revised Draft) and relevant laws and regulations of the CSRC.
After verification by the sponsor (lead underwriter), Yangzhou Yaxingmotor Coach Co.Ltd(600213) the issue price, issue quantity The issuing object, subscription method, amount of raised funds and issuance expenses shall comply with the resolutions of the general meeting of shareholders of the issuer and the relevant provisions of laws and regulations such as the company law, the securities law, 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. 2、 Relevant procedures for this offering
(I) internal decision-making procedures for this issuance
1. The issue was deliberated and approved at the 31st meeting of the seventh board of directors of the issuer
The 31st meeting of the seventh board of directors of the issuer was held on March 29, 2021. The meeting deliberated and passed the following proposals related to the non-public offering and listing, and deliberated and passed the proposal on the company's compliance with the conditions for non-public offering of shares, the proposal on the plan for non-public offering of shares, and the proposal on the plan for non-public offering of shares The proposal on the feasibility analysis report on the use of the funds raised by the company's non-public Development Bank of a shares, the proposal on the related party transactions involved in the company's non-public Development Bank of shares, the proposal on the signing of the subscription agreement for non-public offering of shares with conditional effect between the company and the issuing object Proposals related to this non-public offering of a shares, such as the proposal on requesting the general meeting of shareholders to authorize the board of directors of the company and its authorized persons to handle matters related to non-public offering of shares.
2. The issuer received the reply of Shandong Heavy Industry Group Co., Ltd. on Yangzhou Yaxingmotor Coach Co.Ltd(600213) non-public development of A-share scheme
On June 22, 2021, Yangzhou Yaxingmotor Coach Co.Ltd(600213) obtained the reply document of Shandong Heavy Industry Group Co., Ltd. on the plan of Yangzhou Yaxingmotor Coach Co.Ltd(600213) non-public development of A-Shares (Shandong heavy industry capital Zi [2021] No. 16), Shandong Heavy Industry Group Co., Ltd. agrees to issue shares to Weichai (Yangzhou) Yaxing Automobile Co., Ltd. in a non-public offering.
3. The issuer's first extraordinary general meeting in 2021 deliberated and approved the issue
On July 9, 2021, the issuer held the first extraordinary general meeting of shareholders in 2021 to consider and pass the above-mentioned proposals related to the non-public offering of a shares.
4. The fifth meeting of the eighth board of directors of the issuer deliberated and approved the proposal to determine the number of non-public shares of the company in 2021
On October 19, 2021, the fifth meeting of the eighth board of directors of the company deliberated and approved the proposal on adjusting the company's non-public development and issuance of A-Shares in 2021, which determined that the company planned to issue 66 million shares in a non-public manner, with a total raised capital of 339.24 million yuan. All the shares to be issued by the company in private are subscribed by Weichai (Yangzhou) Yaxing Automobile Co., Ltd., the controlling shareholder of the company.
(II) review process of the issuance supervision department
On January 10, 2022, the issuance examination committee of China Securities Regulatory Commission examined the non-public offering of Shares applied by the issuer. According to the audit results of the issuance Audit Committee of China Securities Regulatory Commission, the company's application for non-public offering of shares was approved.
On January 18, 2022, China Securities Regulatory Commission issued the reply on approving Yangzhou Yaxingmotor Coach Co.Ltd(600213) non-public offering of shares (zjxk [2022] No. 131), agreeing to the company's application for non-public offering of shares.
After verification, Zhongtai Securities Co.Ltd(600918) believes that the issuer's non-public offering has been approved and authorized by the board of directors and the general meeting of shareholders, has fulfilled the approval procedures of state-owned assets and obtained the approval of the CSRC, has fulfilled the necessary internal decision-making and external approval procedures, and is in line with the provisions of relevant laws and regulations. 3、 Details of this offering
(I) contributions
On February 11, 2022, the issuer and the sponsor (lead underwriter) issued the Yangzhou Yaxingmotor Coach Co.Ltd(600213) non-public development bank share payment notice (hereinafter referred to as the "payment notice") to the subscriber. The subscriber has paid the share subscription amount in full in cash to the designated bank account within the time specified in the payment notice and in accordance with the requirements of the payment notice.
(II) share locking
After the completion of this issuance of shares to specific objects, the shares subscribed by the issuing objects shall not be transferred within 18 months from the date of completion of the issuance. If laws and regulations have other provisions on the sales restriction period, such provisions shall prevail. After the expiration of the sales restriction period, it will be implemented in accordance with the relevant provisions of the CSRC and the Shanghai Stock Exchange.
The shares acquired from the company's non-public offering subscribed by the issuing object of this offering, and the shares derived from the company's distribution of stock dividends, conversion of provident fund into share capital and other forms shall also comply with the above share locking arrangements. (III) lawyer witness
Beijing Tongshang law firm will witness the sending of payment notice to specific objects and the payment of subscribers.
(IV) issuing price, issuing object and subscription
According to the procedures and rules specified in the payment notice and in combination with the purpose of the raised funds, the issuer and the sponsor (lead underwriter) determined that the issuance price of the issued shares was 5.14 yuan / share, the number of issued shares was 66000000 shares, and the total amount of raised funds was 339240000.00 yuan. The details of the issuer, the number of shares subscribed and the subscription amount are as follows:
No. number of shares subscribed by the issuing object (shares) subscription amount (yuan) lock-in period (month)
1 Weichai (Yangzhou) Yaxing Automobile Co., Ltd. 66000000 339240000.00 18
company
(V) sources of capital contribution of the subscribers
The recommendation institution (lead underwriter) consulted the commitment letter on the source of subscription funds issued by the issuing object and verified the source of subscription funds of the issuing object.
After verification, Zhongtai Securities Co.Ltd(600918) believes that the subscription funds of this non-public offering are the legal funds or self raised funds of Weichai (Yangzhou) Yaxing Automobile Co., Ltd; There is no case of taking shares in the form of nominal shares and real bonds, nor in the form of funds or other financial products; There is no structured arrangement such as graded income, and there is no external raising, leverage or other structured financing; There are no situations of accepting the entrustment of others to subscribe on behalf of others, making capital contributions on behalf of others, entrusted shareholding, trust shareholding and other holding on behalf of others; There is no case that the subscription funds come directly or indirectly from the issuer and its related parties (except the actual controller of Weichai (Yangzhou) Yaxing Automobile Co., Ltd. and other enterprises controlled by Weichai (Yangzhou) Yaxing Automobile Co., Ltd. except the issuer and its subsidiaries); There is no asset replacement or other transaction with Yangzhou Yaxingmotor Coach Co.Ltd(600213) to obtain subscription funds; There is no case that other major shareholders of Yangzhou Yaxingmotor Coach Co.Ltd(600213) and Yangzhou Yaxingmotor Coach Co.Ltd(600213) make a commitment to the minimum guarantee income or disguised minimum guarantee income to the unit, or provide financial assistance or compensation to the unit directly or through stakeholders. The issuing object has the ability to fulfill the subscription obligations, and the source of subscription funds is legal and compliant.
(VI) verification of whether private placement fund, affiliated relationship and investor subscription agreement are available
After verification: the subscription object has submitted documents in accordance with the requirements of the payment notice, and the subscription object does not involve the private investment fund manager. The capital of Weichai (Yangzhou) Yaxing Automobile Co., Ltd. participating in this offering is its own capital, which is not a private investment fund regulated by the securities investment fund law of the people's Republic of China, the Interim Measures for the supervision and administration of private investment funds and the administrative method for the registration and filing of private investment fund managers (Trial), and does not need to perform the filing procedures of private investment funds.
Weichai (Yangzhou) Yaxing Automobile Co., Ltd. is a related party of the company among the subscription objects of issuing shares to specific objects this time.
When the board of Directors voted on the relevant proposals related to the connected transactions of this non-public offering, the connected directors have avoided voting. The independent directors of the company have approved and expressed independent opinions on matters related to this issuance in advance, and believe that the issuance scheme of this issuance complies with the provisions of the company law, the securities law, the measures for the administration of securities issuance of listed companies, the detailed rules for the implementation of non-public offering of shares by listed companies and other relevant laws, regulations and normative documents. When the issuer's first extraordinary general meeting in 2021 deliberated the relevant proposals of this issuance, the related shareholders have avoided voting.
(VII) payment and capital verification
On February 11, 2022, the issuer and the recommendation institution (lead underwriter) issued the notice of Yangzhou Yaxingmotor Coach Co.Ltd(600213) non public development bank stock payment to Weichai (Yangzhou) Yaxing Automobile Co., Ltd. On February 14, 2022, Hexin Certified Public Accountants (special general partnership) issued the capital verification report of Zhongtai Securities Co.Ltd(600918) Co., Ltd. (HXYZ (2022) No. 000006), confirming that as of February 14, 2022, The special account for subscription funds designated by the sponsor (lead underwriter) (account name: Zhongtai Securities Co.Ltd(600918) Co., Ltd., Bank of deposit: Bank Of China Limited(601988) Jinan Branch, account number: 232500003326) actually received the subscription funds of one specific investor for the non-public issuance of 66000000 ordinary shares (A shares) of Yangzhou Yaxingmotor Coach Co.Ltd(600213) company, with a total amount of RMB 339240000.00, All have been deposited into the above subscription fund account.
On February 14, 2022, Zhongtai Securities Co.Ltd(600918) transferred the subscription money to the account designated by the issuer after deducting the recommendation fee and underwriting fee (excluding tax).
On February 15, 2022, Hexin Certified Public Accountants (special general partnership) issued the capital verification report of Yangzhou Yaxing Bus Co., Ltd. (hexinyz (2022) No. 00000 7). According to the report, as of February 14, 2022, the issuer issued 66000000 ordinary shares with a par value of RMB 1 each, The issue price per share is 5.14 yuan, raising a total of 339240000.00 yuan. After this issuance, the registered capital and paid in capital (share capital) are changed to RMB 286000000.00. As of February 14, 2022, Yangzhou Yaxingmotor Coach Co.Ltd(600213) has raised a total of 339240000.00 yuan of monetary funds, deducting 4519622.64 yuan of fees related to the issuance (excluding value-added tax), and the net amount of Yangzhou Yaxingmotor Coach Co.Ltd(600213) actually raised funds is 334720377.36 yuan (in words: three hundred thirty-four million seven hundred and twenty thousand three hundred and seventy-seven yuan and thirty-six cents), Of which, RMB 66000000.00 is included in the share capital and RMB 268720377.36 is included in the capital reserve.
After verification, the recommendation institution (lead underwriter) believes that the issuance complies with the non-public offering plan deliberated and approved by the board of directors and the general meeting of shareholders of the issuer, and the sending, payment and capital verification process of the payment notice are in compliance, Comply with the relevant provisions of the measures for the administration of securities issuance by listed companies, the detailed rules for the implementation of non-public development of shares by listed companies and the measures for the administration of securities issuance and underwriting. 4、 Information disclosure in the process of this non-public offering of shares
On January 10, 2022, the issuance Audit Committee of China Securities Regulatory Commission approved the non-public offering a
Application for shares. The issuer made an announcement on January 11, 2022.
On January 20, 2022, the issuer received the reply on approving Yangzhou Yaxingmotor Coach Co.Ltd(600213) non-public development of shares issued by the CSRC (approved by the CSRC)
