Guangzhou Grandbuy Co.Ltd(002187)
Issue shares and pay cash to purchase assets and raise supporting funds and related party transactions
Implementation and announcement on listing of new shares
Independent financial advisor (co lead underwriter)
February, 2002
hot tip
1、 The listed shares are non-public shares issued by raising supporting funds.
2、 The issue price of the new shares issued this time is 8.10 yuan / share.
3、 According to the confirmation of acceptance of share registration application and other materials issued by zhongdeng company on February 18, 2022, zhongdeng company has accepted the application materials for new share registration of listed companies. It is confirmed that 86419753 A shares of this non-public offering will be registered at the end of the trading day before the listing date of these shares and officially included in the register of shareholders of the listed company.
4、 The number of new shares issued this time is 86419753, and the listing time is March 1, 2022. According to the relevant business rules of the Shenzhen Stock Exchange, the company’s share price is not ex right on the first day of listing, and the stock trading is subject to rise and fall restrictions.
5、 The non-public offering objects of the raised matching funds are UBS AG, Nanfang Fund Management Co., Ltd., Guangzhou Jiaotou Private Equity Fund Management Co., Ltd., Guangdong Dehui Investment Management Co., Ltd. – Dehui global preferred private securities investment fund, Guangdong Dehui Investment Management Co., Ltd. – Dehui exclusive private securities investment fund Guangdong Dehui Investment Management Co., Ltd. – Dehui preferred private securities investment fund, Shanghai Boshen Investment Center (limited partnership) – Boshen No. 21 securities investment private fund, China Life Insurance Company Limited(601628) insurance (Group) Company – traditional general insurance products, Guangdong Dehui Investment Management Co., Ltd. – Dehui Zunxiang No. 9 private securities investment fund, Guangzhou Metro Group Co., Ltd. The nature of this directional issuance of new shares is restricted to tradable shares. The restricted period is calculated from the first day of listing of new shares and shall not be transferred within the relevant lock-in period promised by the counterparty. 6、 After the completion of this offering, the total share capital of the company will increase to 704038932 shares, of which the shares held by the public account for more than 10% of the total shares of the company. The equity distribution of the listed company still meets the provisions of the stock listing rules on the conditions for stock listing.
statement
The company and all members of the board of directors guarantee that the contents of this announcement are true, accurate and complete without false records, misleading statements or major omissions, and bear individual and joint legal liabilities.
The person in charge of the company, the person in charge of accounting work and the person in charge of accounting organization shall ensure that the financial and accounting materials in this announcement are true, accurate and complete.
Each participant of this issuance of shares and payment of cash to purchase assets and raise supporting funds and related party transactions guarantees that the relevant information provided for this exchange is true, accurate and complete, without false records, misleading statements or major omissions, and assumes individual and joint legal liabilities for the authenticity, accuracy and integrity of the information provided.
Any decision or opinion made by the CSRC and other government authorities on this exchange does not indicate that it makes a substantive judgment or guarantee on the value of the company’s shares or the income of investors. Any statement to the contrary is a false statement.
According to the provisions of the securities law and other relevant laws and regulations, after the completion of this transaction, the company shall be responsible for the changes in the company’s operation and income, and the investors shall be responsible for the investment risks caused by the changes. If investors have any questions about this announcement, they should consult their own stockbrokers, lawyers, accountants or other professional consultants.
The company reminds investors that the purpose of this announcement is only to provide the public with the implementation of this transaction. If investors want to know more information, please carefully read the full text of the company’s report on Guangzhou Grandbuy Co.Ltd(002187) issuing shares and paying cash to purchase assets and raising supporting funds and related party transactions. The full text of the reorganization report is published on the website of Shenzhen Stock Exchange（ http://www.szse.cn./ ）。
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 listing announcement and its abstract, and bear individual and joint legal liabilities for its authenticity, accuracy and completeness. Signatures of all directors:
Feng Kaiyun, Zheng Dingquan, Qian Shengshan
Shen Hongtao, Chen Honghui, Wang Hongmao
Guangzhou Grandbuy Co.Ltd(002187) mm / DD / yy
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
BOC capital, CIC capital and counterparty
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 transaction
1、 This transaction plan
Guangzhou Grandbuy Co.Ltd(002187) issue shares and pay cash to the counterparty Guangshang capital, Guangshang fund, BOC investment and construction investment in Chinese to buy 100% equity of friendship group, and raise supporting funds of no more than 700 million yuan through non-public issuance of shares to no more than 35 qualified specific investors.
The raising of matching funds is based on the issuance of shares and the payment of cash to purchase assets. However, the success of the raising of matching funds does not affect the implementation of the issuance of shares and the payment of cash to purchase assets. The final issuance quantity of the raised matching funds will be determined by the listed company through consultation with the independent financial adviser (joint lead underwriter) according to the subscription quotation. The details are as follows:
(I) issuing shares and paying cash to purchase assets
The transaction price is determined by reference to the appraisal value of the subject assets listed in the appraisal report issued by the appraisal institution on the benchmark date and after negotiation by all parties. Taking March 31, 2020 as the appraisal base date, the appraisal value of 100% equity of friendship group is 3909.8288 million yuan. Through friendly negotiation between the transaction parties, the transaction consideration of 100% equity of friendship group is 3909.8288 million yuan.
The consideration of this transaction will be paid by issuing shares and paying cash. The company plans to pay 2209.8288 million yuan by issuing shares and 170 million yuan by cash. The number of shares and cash paid by the company to the shareholders of friendship group are shown in the table below:
Amount of cash payment and share based payment transaction of the underlying asset counterparty number of shares (10000 yuan) (10000 yuan) (10000 yuan) (shares)
Guangshang capital 170000.00 99474.78 269474.78 123878934
Friendship group Guangshang Fund – 50628.37 63049032
100% equity BOC investment – 50628.37 63049032
CCDI Chinese – 20251.35 20251.35 25219613
Total 170000.00 220982.88 390982.88 275196611
Note: if the number of shares issued to the counterparty is less than 1 share, the balance shall be included in the capital reserve of the listed company.
1. Type and par value of issued shares
Guangzhou Grandbuy Co.Ltd(002187) the type of shares issued and paid in cash to purchase assets is domestic listed RMB ordinary shares (A shares), with a par value of RMB 1.00 per share.
2. Issuing method and object
The objects of this issuance of shares to purchase assets are Guangshang capital, Guangshang fund, BOC investment and China Construction Investment in Chinese.
3. Listing location
The newly added shares of the assets purchased through the issuance of shares are listed and traded on the Shenzhen Stock Exchange.
4. Issue price
The pricing benchmark date for the purchase of assets by issuing shares is Guangzhou Grandbuy Co.Ltd(002187) the announcement date of the resolution of the 23rd Meeting of the sixth board of directors. According to the reorganization measures and other relevant provisions, the price of shares issued by a listed company shall not be lower than 90% of the market reference price. The market reference price is one of the average trading prices of the company’s shares 20 trading days, 60 trading days or 120 trading days before the announcement date of the resolution of the board of directors to purchase assets by issuing shares this time. The average trading price of the company’s shares on the trading days before the announcement of the resolution of the board of directors = the total trading volume of the company’s shares on the trading days before the announcement of the resolution / the trading days before the announcement of the resolution
