Securities abbreviation: Annil Co.Ltd(002875) securities code: 002875 Annil Co.Ltd(002875)
Report on non-public issuance of A-Shares and listing announcement
Sponsor (lead underwriter)
December, 2001
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 the issuance report and listing announcement, and bear individual and joint legal liabilities for its authenticity, accuracy and completeness. Cao Zhang, Wang Jianqing
Xu Wenli and Long Yan
Liu Shu and Jinlin face south
Chen Yu
Annil Co.Ltd(002875) December 31, 2021
hot tip
1、 Issue quantity and price
1. Number of shares issued: 42416270
2. Issue price: 7.58 yuan / share
3. Total funds raised: 321515326.60 yuan
4. Net amount of raised funds: 311406874.03 yuan
2、 Quantity subscribed by each investor and sales restriction period
Serial number name of issuing object number of allocated shares (shares) amount allocated (yuan) lock up period (month)
1 Guan Zhibo 408970999994.226
2 Xu Guoxin 369393127999996.986
3 Zhang Jianfei 46174143499998.126
4 Yang Yin 27704482099995.846
Xinyu Shansi Investment Management Center (limited)
5 partners) – Shansi Junhan No. 2 private securities investment fund 59366754499996.506
6 Chen Jian 211081715999992.866
7 Huang Zhimin 435356232999999.966
8 Xue Xiaohua 1978891499993.786
9 Deng Yinzhao 963060672999993.486
10 Peng Xianwei 323421724515364.866
Total 42416270321515326.60-
3、 Listing time of the issued shares
The issuer’s new non-public offering of 42416270 shares will be listed on Shenzhen Stock Exchange on January 5, 2022.
4、 Ownership structure
After the issuance, the equity distribution of the company meets the listing conditions specified in the stock listing rules of Shenzhen Stock Exchange.
catalogue
Special tips 2 I. issue quantity and price 2. Number of subscriptions and sales restriction period of each investor 2 III. listing time of the shares issued this time 2 IV. equity structure 3 catalog 4 interpretation Section 1 basic information of this offering 7 I. Basic information of the issuer 7 II. Relevant procedures for the performance of this offering 8 III. basic information of this offering 9 IV. information about the issuing objects of this offering 19 v. listing of new shares issued this time 23 VI. relevant institutions of this offering Section II relevant information of the company before and after the issuance 25 I. shareholding of the top ten shareholders before and after the issuance 25 II. Impact of this issuance on the company Section III main financial indicators of the issuer and management discussion and Analysis 28 I. main financial data and financial indicators for the last three years and the first period 28 II. Management discussion and Analysis Section IV opinions of intermediaries on this offering 34 I. conclusion on the compliance of the recommendation institution 34 II. Compliance conclusion of the issuer’s lawyer 34 III. main contents of the recommendation agreement 35 IV. listing recommendation opinions of the sponsor thirty-five
Section V statement on intermediaries 37 section VI documents for future reference forty-one
interpretation
In this report, unless the context otherwise requires, the following words have the following meanings:
Issuer, company, Annil Co.Ltd(002875) refers to Annil Co.Ltd(002875)
This non-public offering refers to Annil Co.Ltd(002875) non-public offering of a shares
Public offering and this offering
CSRC / CSRC means China Securities Regulatory Commission
Sponsor / lead underwriter / CITIC index Citic Securities Company Limited(600030) securities
The pricing base date refers to the first day of the issuance period of the non-public offering
The issuer’s lawyer refers to Beijing Jindu law firm
Capital verification institution refers to Lixin Certified Public Accountants (special general partnership)
The issuance report refers to the Annil Co.Ltd(002875) non public development bank A-share issuance report and listing announcement
Company law means the company law of the people’s Republic of China
Securities Law means the securities law of the people’s Republic of China
The Administrative Measures refer to the measures for the administration of securities issuance by listed companies
Detailed rules for implementation refer to the detailed rules for the implementation of non-public offering of shares by listed companies
Shenzhen stock exchange refers to Shenzhen Stock Exchange
A share refers to domestic listed RMB ordinary shares
Yuan, thousand yuan and ten thousand yuan refer to RMB yuan, thousand yuan and ten thousand yuan
The difference in the mantissa between the sum of some total and detailed figures in this report is due to rounding.
Section I basic information of this offering
1、 Basic information of the issuer
Chinese Name: Annil Co.Ltd(002875)
English Name: annil Co., Ltd
Registered capital (before this issuance): 169665082 yuan
Registered address: 13-17 / F, block a, building 3, Tianan Yungu Industrial Park, No. 2018, Xuegang Road, Bantian street, Longgang District, Shenzhen
Listing place: Shenzhen Stock Exchange
Stock abbreviation: Annil Co.Ltd(002875)
Stock Code: 002875
Legal representative: Cao Zhang
Secretary of the board of directors: Wang Feng
Tel.: 0755-22914860
Business scope: general business items are: clothing design and sales (excluding restricted items); Operate import and export business (except for projects prohibited by laws, administrative regulations and decisions of the State Council, and restricted projects can be operated only after obtaining permission); Sales of sporting goods, shoes and accessories and other Chinese trade (excluding franchised, controlled and franchised commodities); Setting up industry (specific projects will be reported separately); Online clothing sales and online trade; Technical development, R & D and sales of household textiles, cotton products, daily necessities and non-woven products. Technical services, technical development, technical consultation, technical exchange, technology transfer and technology promotion; Enterprise management consulting; Information technology consulting services. (except for the items subject to approval according to law, the business activities shall be carried out independently according to law with the business license). The licensed business items are: garment production; Production of household textiles, cotton products, daily necessities and non-woven products.
2、 Relevant procedures to be performed in this offering
(i) Internal decision-making process of this issuance
On September 24, 2020, the issuer held the 8th meeting of the 3rd board of directors, which deliberated and passed the relevant proposals of the issuer’s application for non-public issuance of a shares. The board of directors of the issuer considered that the issuer had the conditions for non-public issuance of a shares, and made comments on the type and par value of the non-public issuance, issuance method, issuance time, issuance quantity Issue object and subscription method, pricing principle and issue price, sales restriction period, listing place, amount and purpose of raised funds, accumulated profit arrangement before this non-public offering, validity period of this non-public offering resolution, and submit it to the issuer to convene a general meeting of shareholders for review.
On October 15, 2020, the issuer held the second extraordinary general meeting of shareholders in 2020, deliberated and passed the relevant proposals on the non-public offering of a shares, and authorized the board of directors to handle the matters related to the non-public offering of a shares.
On August 25, 2021, the issuer held the 14th meeting of the third board of directors, deliberated and adopted the proposal on extending the validity period of resolutions of the general meeting of shareholders on non-public offering of shares and requesting the general meeting of shareholders to extend the validity period of authorizing the board of directors to handle matters related to this non-public offering of shares, and agreed to submit these proposals to the general meeting of shareholders of the issuer for deliberation.
On September 29, 2021, the issuer held the first extraordinary general meeting of shareholders in 2021 to consider and approve the validity period of the company’s resolution on the non-public offering of shares and the validity period of the shareholders’ meeting authorizing the board of directors to handle matters related to the non-public offering of shares, which shall be extended for 12 months from the expiration of the original validity period.
（2） Review by regulatory authorities of this issuance
On January 25, 2021, the issuance examination committee of China Securities Regulatory Commission examined and approved the application for non-public offering of shares.
On February 9, 2021, the CSRC issued the reply on approving Annil Co.Ltd(002875) non-public Development Bank shares (zjxk [2021] No. 511).
（3） Receipt and capital verification of raised funds
According to the verification report on the paid in capital of Annil Co.Ltd(002875) non-public Development Bank A-share subscription issued by Lixin Certified Public Accountants (special general partnership) on December 16, 2021 (Xin Hui Shi Bao Zi [2021] No. zc10482), as of December 16, 2021, Citic Securities Company Limited(600030) has received a total of 321515326.60 yuan of subscription funds remitted from the issuing object into the special payment account opened for Annil Co.Ltd(002875) this non-public offering.
On December 17, 2021, Citic Securities Company Limited(600030) transferred the remaining amount of the above subscription amount after deducting the recommendation fee and underwriting fee (including VAT) to the account designated by the issuer. According to the capital verification report (xksbz [2021] No. zc10483) issued by Lixin Certified Public Accountants (special general partnership) on December 17, 2021, through verification, as of December 17, 2021, the company has issued 42416270 RMB common shares (A shares) to specific objects at an issue price of 7.58 yuan / share, The total amount of raised funds is RMB 321515326.60, deducting the recommendation and underwriting fee and
