Securities code: Rising Nonferrous Metals Share Co.Ltd(600259) securities abbreviation: Rising Nonferrous Metals Share Co.Ltd(600259) Rising Nonferrous Metals Share Co.Ltd(600259)
Non public offering of A-Shares in 2021
Issuance report
Sponsor (lead underwriter): Anxin Securities Co., Ltd
February, 2002
catalogue
catalogue 1. All directors of the issuer declare that 2 interpretation Section 1 basic information of this offering 9 I. Basic information of the issuer 9 II. Relevant procedures for the performance of this offering 9 III. basic information of this offering 11 IV. information about the issuing objects of this offering 17 v. relevant institutions of this issuance Section 2 Comparison of relevant situations before and after issuance 30 I. comparison of the top ten shareholders before and after this offering 30 II. Impact of this issuance on the company Section III concluding comments of the sponsor on the process of this non-public offering and the compliance of the issuing object Section IV concluding comments of the issuer’s lawyer on the process of this non-public offering and the compliance of the issuing object 34 Section V statement on intermediaries 35 I. The sponsor (lead underwriter) declares that 35 II. Statement of the issuer’s lawyer 36 III. statement of the audit institution 37 IV. statement of capital verification institution 38 section VI documents for future reference 39 I. documents for future reference 39 II. Inspection place and time thirty-nine
Statement of all directors of the issuer
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.
Signatures of all directors:
Zhang Xigang Tian Liang Hong Yerong
Wu Jianping, Liu Zilong, Guo Yong
Zeng Yamin, Yang Wenhao, Yu Hong
Rising Nonferrous Metals Share Co.Ltd(600259) mm / DD / yyyy
interpretation
In this report, unless the context otherwise requires, the following words have the following meanings:
Rising Nonferrous Metals Share Co.Ltd(600259) , the company and the company refer to Rising Nonferrous Metals Share Co.Ltd(600259)
Company, listed company and issuer
Guangsheng group refers to Guangdong Guangsheng Holding Group Co., Ltd
This offering and this non-public offering refer to the issuer’s non-public offering of no more than 90540687 RMB ordinary shares with a face value of 1.00 yuan to specific objects
Anxin securities, sponsor, refers to Anxin Securities Co., Ltd
Lead underwriter
CSRC and CSRC refer to the China Securities Regulatory Commission
Shanghai Stock Exchange and stock exchange refer to Shanghai Stock Exchange
General meeting of shareholders refers to Rising Nonferrous Metals Share Co.Ltd(600259) general meeting of shareholders
Board of directors means Rising Nonferrous Metals Share Co.Ltd(600259) board of directors
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 Administrative Measures refer to the administrative measures for the issuance of securities by listed companies
Detailed rules for implementation refers to the detailed rules for the implementation of non-public offering of shares by listed companies
Yuan and 10000 yuan refer to RMB yuan and 10000 yuan
In this report, there is a difference in the mantissa between the sum of some totals and each addend, which is caused by rounding.
Section I basic information of this offering
1、 Basic information of the issuer
Company name Rising Nonferrous Metals Share Co.Ltd(600259)
English name rising nonferrous metals Share Co., Ltd
Unified social credit code 2891460x000b
Address: room 809, 8th floor, Haikou Baohua Sea View Hotel, No. 69 Binhai Avenue, Longhua District, Haikou City, Hainan Province
Legal representative: Zhang Xigang
Registered capital: 301802291 yuan
Place of listing: Shanghai Stock Exchange
Stock Code: Rising Nonferrous Metals Share Co.Ltd(600259) SH
Stock abbreviation Rising Nonferrous Metals Share Co.Ltd(600259)
Office address: 31-32 / F, building a, poly Zhonghui Plaza, No. 157, Linhe West Road, Tianhe District, Guangzhou
Postal Code: 510610
Tel. (020) 87705052
Company fax (020) 87649987
Company website: www.gsysgf.com com.
Investment and management of non-ferrous metal (including rare and rare earth metals) mining and beneficiation and precious metal mining and beneficiation projects; Smelting of non-ferrous metals (including rare and rare earth metals) and precious metals; Nonferrous metal alloy manufacturing and nonferrous metal calendering; Acquisition, processing and sales of non-ferrous metal products; Business scope: investment and management of logistics, transportation and warehousing (excluding dangerous goods); Installation and maintenance of building materials, mechanical equipment and pipelines; Scientific research and design of nonferrous metal smelting; Non ferrous metal enterprise management information consulting service; Chemical products (excluding dangerous goods), non-ferrous metals and building materials trade in China; Project investment.
2、 Relevant procedures for this offering
(I) internal decision-making procedures for the issuance
On April 29, 2021, the issuer held the fourth meeting of the eighth board of directors in 2021, The proposal on the company’s eligibility for non-public offering of a shares, the proposal on the company’s 2021 non-public offering of a shares, the proposal on the company’s 2021 non-public offering of A-Shares and the proposal on the feasibility analysis report on the use of funds raised by the company’s non-public offering of A-Shares in 2021 were deliberated and adopted Proposal on the signing of conditional share subscription agreement between the company and specific objects and the related party transactions involved in this non-public Development Bank, proposal on the diluted spot return and filling measures of A-share shares of non-public development banks in 2021 and the commitments of relevant subjects, proposal on the special report on the use of the company’s previous raised funds, and proposal on the next three years (20212023) Resolutions related to the non-public offering, such as the proposal on the return planning of shareholders, the proposal on submitting to the general meeting of shareholders of the company to authorize the board of directors to fully handle matters related to the non-public development of a shares, were submitted to the third extraordinary general meeting of shareholders in 2021 for deliberation. Related directors abstain from voting on related proposals.
On May 31, 2021, the issuer held the third extraordinary general meeting of shareholders in 2021, The proposal on the company’s compliance with the conditions for non-public offering of shares, the proposal on the company’s plan for non-public offering of A-Shares in 2021, the proposal on the company’s plan for non-public offering of A-Shares in 2021, and the proposal on the feasibility analysis report on the use of funds raised by non-public offering of A-Shares in 2021 were reviewed and approved Proposal on the signing of conditional share subscription agreement between the company and specific objects and the related party transactions involved in this non-public Development Bank, proposal on the diluted spot return and filling measures of A-share shares of non-public development banks in 2021 and the commitments of relevant subjects, proposal on the special report on the use of the company’s previous raised funds, and proposal on the next three years (20212023) Resolutions related to this offering, such as the proposal on shareholder return planning, the proposal on requesting the general meeting of shareholders of the company to authorize the board of directors to fully handle matters related to the non-public development of a shares. Related shareholders abstain from voting on related proposals.
On August 18, 2021, the issuer held the 8th meeting of the 8th board of directors in 2021, The proposal on adjusting the company’s 2021 non-public offering of a shares, the proposal on the company’s 2021 non-public offering of A-Shares (Revised Draft) and the proposal on the feasibility analysis report (Revised Draft) on the use of funds raised by the company’s non-public offering of A-Shares in 2021 were reviewed and approved The related directors abstained from voting on the related resolutions related to this non-public offering, such as the proposal on the diluted immediate return and filling measures of A-share shares of non-public development banks in 2021 and the commitments of relevant subjects (Revised Draft).
(II) the approval procedures of the regulatory authorities for the issuance
On November 29, 2021, the issuer’s application for non-public offering of shares was examined and approved by the issuance examination committee of the CSRC.
On December 16, 2021, the issuer received the reply on approving Rising Nonferrous Metals Share Co.Ltd(600259) non-public development of shares (zjxk [2021] No. 3931) issued by the CSRC, which approved the issuer’s non-public offering of no more than 90540687 new shares. The approval date was December 14, 2021 and the validity period was 12 months.
After verification, the lead underwriter believes that the issuance has been deliberated and approved by the issuer’s board of directors and the general meeting of shareholders, approved by the CSRC, and fulfilled the necessary internal decision-making and external approval procedures.
(III) receipt and capital verification of raised funds
The “Notice of payment” issued by the issuer and the “principal underwriter” on February 22, 2022.
On February 24, 2022, Zhongxi Certified Public Accountants (special general partnership) issued the verification report on the total amount of subscription funds for Rising Nonferrous Metals Share Co.Ltd(600259) non-public Development Bank shares (Zhongxi verification capital No. 2022y00019). After verification, as of 12:00 on February 24, 2022, the investors participating in this offering have deposited the subscription funds in the receiving bank account designated by Anxin securities, totaling RMB 139608118189.
After the capital verification of subscription funds was completed on February 24, 2022, Anxin securities transferred the subscription money to the account designated by the issuer after deducting relevant expenses.
On February 25, 2022, Zhongxi Certified Public Accountants (special general partnership) issued Rising Nonferrous Metals Share Co.Ltd(600259) capital verification report (Zhongxi capital verification No. 2022y00020). After verification, as of February 24, 2022, the total number of non-public offering shares of the issuer was 34633619, the issue price was 40.31 yuan / share, and the total amount of raised funds was 139608118189 yuan, After deducting the issuance fee of 983772492 yuan (excluding tax), the net amount of raised funds is 138624345697 yuan, including 3463361900 yuan of newly increased registered capital and 135160983797 yuan of newly increased capital reserve.
(IV) share registration
The registration and custody procedures of the company’s newly issued shares will be completed in Shanghai Branch of China Securities Depository and Clearing Corporation as soon as possible. 3、 Basic information of this offering
(I) issuance method and underwriting method
This offering is made in a non-public way to specific objects and will be issued to no more than 35 specific objects within 12 months after the CSRC approves this offering. Underwriter
