Baoxiniao Holding Co.Ltd(002154)
Summary of acquisition Report
Name of listed company: Baoxiniao Holding Co.Ltd(002154) place of stock listing: Shenzhen Stock Exchange Stock abbreviation: Baoxiniao Holding Co.Ltd(002154) Stock Code: 002154 purchaser: Wu Zhize domicile: Lucheng District, Wenzhou City, Zhejiang Province ********************************************************************************************************
Address: Room 501, No. 6, Lane 168, Linhong Road, Changning District, Shanghai
Mailing address: Room 501, No. 6, Lane 168, Linhong Road, Changning District, Shanghai
Date of signature: January 2002
Purchaser’s statement
1、 The summary of this report is based on the company law of the people’s Republic of China, the securities law of the people’s Republic of China, the measures for the administration of the acquisition of listed companies, the format and standards for information disclosure of companies offering securities to the public No. 16 – Acquisition report of listed companies and relevant laws Prepare relevant provisions of laws and regulations and departmental rules.
2、 In accordance with the provisions of the company law of the people’s Republic of China, the securities law of the people’s Republic of China, the measures for the administration of the acquisition of listed companies and the standards for the content and format of information disclosure by companies offering securities to the public No. 16 – Acquisition report of listed companies, the summary of this report has fully disclosed the interests of the acquirer and its persons acting in concert in Baoxiniao Holding Co.Ltd(002154) .
As of the signing date of the summary of this report, except for the information disclosed in the summary of this report, the acquirer and its persons acting in concert have no interests in Baoxiniao Holding Co.Ltd(002154) in any other way.
3、 The summary of this report signed by the purchaser and its concerted actors has obtained the necessary authorization and approval, and its performance does not violate or conflict with any provision in the articles of association or internal rules of the purchaser.
4、 The non-public offering of shares involved in this acquisition has been approved by the CSRC. This acquisition will trigger the obligation of tender offer. The third extraordinary general meeting of shareholders in Baoxiniao Holding Co.Ltd(002154) 2021 has considered and approved that the acquirer and its persons acting in concert are exempt from increasing the shares of the listed company by offer.
5、 This acquisition is a non-public offering of new shares to Baoxiniao Holding Co.Ltd(002154) subscribed by the acquirer Wu Zhize, resulting in the total voting rights of Baoxiniao Holding Co.Ltd(002154) held by the acquirer and its persons acting in concert exceeding 30%, triggering its tender offer obligation. According to Article 63 of the measures for the administration of the acquisition of listed companies, with the approval of the non affiliated shareholders of the general meeting of shareholders of the listed company, the investor obtains the new shares issued to him by the listed company, resulting in his equity shares in the company exceeding 30% of the issued shares of the company. The investor promises not to transfer the new shares issued to him within 3 years, In addition, the general meeting of shareholders of the company agrees that investors are exempted from issuing an offer, and relevant investors can be exempted from increasing their shares by means of an offer.
6、 This acquisition is based on the information set forth in the summary of this report. Except for the purchaser and the professional institution hired, no other person has been entrusted or authorized to provide information not listed in the summary of this report and make any explanation or explanation on the summary of this report.
7、 The purchaser and its persons acting in concert promise that there are no false records, misleading statements or major omissions in the summary of this report, and bear individual and joint legal liabilities for its authenticity, accuracy and completeness.
catalogue
interpretation…… five
Section 1 Introduction to the acquirer and its persons acting in concert six
1、 Basic information of the acquirer and its persons acting in concert six
2、 The position of the acquirer in the last five years seven
3、 Legal compliance of the acquirer in the last five years nine
4、 The core enterprises and core businesses, affiliated enterprises and main businesses controlled by the acquirer nine
5、 The acquirer owns 5% or more shares of other domestic and overseas listed companies Vi. banks, trust companies, securities companies, insurance companies and other financial institutions in which the acquirer holds more than 5% of the shares
situation…… Section II acquisition decision and acquisition purpose twelve
1、 The purpose of this acquisition twelve
2、 Plans to continue to increase or dispose of shares with existing interests in the next 12 months twelve
3、 Relevant procedures for the performance of this acquisition Section III acquisition method fourteen
1、 The proportion of shares of listed companies held by the acquirer before and after this acquisition fourteen
2、 The main contents of the conditional share subscription agreement fourteen
3、 Restrictions on the rights of the shares of the listed company held by the acquirer Section 4 exemption from making an offer twenty
1、 Matters and reasons for exemption from making an offer twenty
2、 Equity structure of listed companies before and after this acquisition Section V other major matters twenty-one
interpretation
In this report, unless otherwise specified, the following words have the following meanings:
The summary of this report refers to the summary of Baoxiniao Holding Co.Ltd(002154) acquisition report
Baoxiniao Holding Co.Ltd(002154) . Listed companies and companies refer to Baoxiniao Holding Co.Ltd(002154)
Acquirer refers to Wu Zhize
Persons acting in concert refer to Wu Tingting and Shanghai Jinsha Investment Co., Ltd
This acquisition and transaction refers to Wu Zhize’s acquisition of Baoxiniao Holding Co.Ltd(002154) non-public offering shares
This non-public offering of shares / this Baoxiniao Holding Co.Ltd(002154) non-public offering of shares, the number of shares issued / this offering refers to 241721855 shares and the raised capital is 7300000002.10 yuan
Shanghai Golden yarn refers to Shanghai Golden yarn Investment Co., Ltd
The actual controller refers to Wu Zhize and the persons acting in concert, Wu Tingting and Shanghai Jinsha
Financial advisor means Guoyuan Securities Company Limited(000728)
CSRC refers to the China Securities Regulatory Commission
Shenzhen stock exchange refers to Shenzhen Stock Exchange
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 measures for the administration of acquisitions refer to the measures for the administration of acquisitions of listed companies
Information disclosure standard No. 16 refers to the standard for the contents and forms of information disclosure by companies that publicly issue securities No. 16 – Acquisition report of listed companies
Articles of association means the Baoxiniao Holding Co.Ltd(002154) articles of association
Yuan, ten thousand yuan and one hundred million yuan refer to RMB, ten thousand yuan and one hundred million yuan
Note: any discrepancy between the total and the mantissa of the total of the listed values in this report is caused by rounding.
Section 1 Introduction to the acquirer and its persons acting in concert
1、 Basic information of the acquirer and its persons acting in concert
(i) Purchaser
Name: Wu Zhize
Gender: Male
Nationality: Chinese
ID number: 3303241960********
Address and mailing address: Lucheng District, Wenzhou City, Zhejiang Province******
Whether there is the right of residence in other countries or regions: none
（2） Acting in concert — Wu Tingting
Name: Wu Tingting
Gender: Female
Nationality: Chinese
ID number: 3303021989********
Domicile and mailing address: Changning District, Shanghai******
Whether there is the right of residence in other countries or regions: none
（3） People acting in concert — Shanghai Golden yarn
Name: Shanghai Jinsha Investment Co., Ltd
Type: limited liability company (invested or controlled by natural person)
Address: Room 501, No. 6, Lane 168, Linhong Road, Changning District, Shanghai
Legal representative: Wu Tingting
Registered capital: 20 million yuan
Date of establishment: November 16, 2010
Business term: November 16, 2010 to November 15, 2040
Business scope: industrial investment, investment management, asset management, investment consulting (the above four items shall not be engaged in banking, securities and insurance), business consulting. [for projects subject to approval according to law, business activities can be carried out only after approval by relevant departments] II. Employment of the acquirer in the last five years
The acquirer Wu Zhize has been the chairman of the company since July 2013 and the general manager since March 2017. In addition to the positions held by listed companies, Wu Zhize has held other positions in the past five years as follows:
Sequence company registered address main business position and company property position no. Name position right relationship date
Production and sales of clothing, leather shoes, leather products
Daily hardware; Operating the enterprise and the enterprise into
Baoxiniao Holding Co.Ltd(002154) the export of self products and related technologies of Yongjia member enterprises in Zhejiang Province is controlled by Wu Zhize
1. The group has county Baoxiniao Holding Co.Ltd(002154) industrial business; The directors of the operating enterprise and its member enterprises have a significant impact on the equipment, instruments and meters, spare parts and related technology of other enterprises in charge of raw and auxiliary materials and machinery required for production and scientific research in the company’s business area since March 1996
Import of technology; Operating the incoming materials of the enterprise
Processing and “three supplies and one compensation” business.
Shanghai Changning industrial investment, investment management, asset management, implementation
Shanghai Jinqu Linhong road investment consulting (the above four items shall not be engaged in bank, securities and insurance business of bank director Wu zhizekong, No. 6, Lane 168, November 2, 2011), business consulting. From other months to room 2021501 [for projects subject to approval according to law, business activities can be carried out only after the approval of relevant department managers and enterprises in June]
Production and sales of household textiles and clothing;
Cosmetics, carpets, lamps, furniture, tableware, Wu zhizetong
Sales of candles, handicrafts and daily necessities in Jiaxing, Zhejiang Province; Over Baoxiniao Holding Co.Ltd(002154)
Kafjia Nanhu District Jia network technology development, technology transfer and Technology Consulting Group Co., Ltd. in March 2009, it provided consultation and technical services in Xingxing Industrial Park; Social and economic consulting (not including the company’s participation in the company’s Asia Pacific Road 159 since April, including investment consulting); Self owned house lease; Other enterprises of real estate
Number management. (projects subject to approval according to law
The operation can be carried out only after being approved by relevant departments
Activities)
Zhejiang Daily, Ningbo, Zhejiang Province, venture capital, industrial investment, investment management,
Xiniaochuang Beilun District Mei Investment Consulting Co., Ltd. (without the approval of the wholly-owned subsidiary of financial and other regulatory authorities from 2015 to No. 88, shanqixing Road, Siye Investment Co., Ltd., it is not allowed to engage in deposit absorption and financing guarantee.)
401, building 1, limited company, manages money on behalf of customers and collects (finances) funds from the public
Division A and other financial businesses) (items subject to approval according to law)
Name of the company’s registered address, main business position and company property position start and end number
