Guoyuan Securities Company Limited(000728)
about
Baoxiniao Holding Co.Ltd(002154) acquisition report and application for exemption from tender offer
of
Financial advisory 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
Financial advisor
January, 2002
statement
The words or abbreviations mentioned in this part have the same meanings as those defined in the “interpretation” part of this financial advisory report.
This acquisition is because the acquirer Wu Zhize subscribed for the new shares of Baoxiniao Holding Co.Ltd(002154) to be privately issued to him, resulting in an increase in the proportion of voting rights of Baoxiniao Holding Co.Ltd(002154) held by the acquirer and its persons acting in concert from 25.80% to 38.09%, more than 30%. According to the provisions of the securities law and the measures for the administration of acquisition, the acquisition is exempt from the application for tender offer if it meets the provisions. After this acquisition, the actual controller of Baoxiniao Holding Co.Ltd(002154) will not be changed. It is still Wu Zhize and his concerted actors Wu Tingting and Shanghai Jinsha.
Guoyuan Securities Company Limited(000728) accepted the entrustment of the acquirer Wu Zhize to act as the financial consultant exempted from the tender offer application, and issued the financial consultant report on the basis of careful investigation in accordance with relevant laws and regulations, industry recognized business standards and ethics, in the principle of good faith and diligence.
The financial advisor’s report does not constitute any investment suggestions for Wu Zhize’s listed and traded shares. The financial advisor will not bear any responsibility for the corresponding risks arising from any investment decisions made by the investors according to the financial advisor’s report. The financial advisor invites investors to carefully read the relevant announcements on the acquisition issued by all parties to the acquisition.
The relevant information on which the financial advisor is based is provided by the purchaser. The purchaser has made a commitment to ensure that all documents, materials and oral testimony provided by it are true, accurate, complete and timely without any false records, misleading statements or major omissions, and is responsible for their authenticity, accuracy, integrity and legitimacy. Ensure that all signatures and seals on the documents are true, and the copies are consistent with the original.
catalogue
interpretation…… four
Section I statement of the financial advisor Section II financial advisor’s commitment 7 Section III verification opinions of the financial advisor eight
1、 Verification of the contents disclosed in the acquisition report of listed companies prepared by the acquirer eight
2、 Verification of the purchaser’s purpose of this acquisition eight
3、 Verification of the acquirer’s plan to continue to increase or dispose of shares of existing listed companies in the next 12 months eight
4、 Verification of the purchaser’s subject qualification and ability nine
5、 Guidance for the acquirer on the standardized operation of the securities market eleven
6、 Verification of the source of funds of the acquirer and its legitimacy eleven
7、 Necessary authorization and approval procedures for the performance of this acquisition twelve
8、 Arrangements for maintaining the stable operation of listed companies during the transition period twelve
9、 Verification of the acquirer’s follow-up plan twelve
10、 Verification of the impact of this acquisition on listed companies fourteen
11、 Verification of major transactions between the acquirer and the listed company eighteen
12、 Verification of the reasons for the purchaser’s exemption from tender offer nineteen
13、 Verification on the purchase and sale of shares of listed companies by relevant parties within the first six months of this acquisition twenty
14、 Verification of other major matters of the acquirer twenty
15、 Financial advisor’s concluding observations twenty
interpretation
In this report, unless otherwise specified, the following words have the following meanings:
This report refers to the 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 I statement of financial advisor
Guoyuan Securities Company Limited(000728) accepted the entrustment of the acquirer Wu Zhize to act as the financial consultant exempted from the tender offer. In accordance with the relevant provisions of the company law, the securities law, the measures for the administration of acquisition, the stock listing rules of Shenzhen Stock Exchange and other laws and regulations, and based on the relevant information provided by the parties involved in the transaction, the financial consultant issued this report after careful investigation. All parties involved in this acquisition shall be responsible for the authenticity, accuracy and completeness of the information provided.
In accordance with the industry recognized business standards, ethics and the spirit of good faith and diligence, the financial consultant issued the financial consultant’s opinions on the basis of careful review of relevant materials and full understanding of the acquisition in the principle of independence, objectivity and impartiality, and hereby makes the following statement:
(i) The financial advisor has no interest relationship with other parties to the acquisition except serving as the financial advisor of the acquirer exempted from making the offer, as well as the sponsor and lead underwriter of the non-public offering of the listed company;
（2） The relevant information on which the financial advisor is based is provided by the purchaser. The purchaser has made a commitment to ensure that all documents, materials and oral testimony provided by it are true, accurate, complete and timely without any false records, misleading statements and major omissions, and is responsible for their authenticity, accuracy, integrity and legitimacy. Ensure that all signatures and seals on the documents are true, and the copies are consistent with the original;
（3） The financial advisor has not entrusted or authorized any other institution or individual to provide information not listed in this report and make any explanation or explanation to this report;
（4） The financial advisor does not assume any responsibility for the work process and results of other intermediaries, and this report does not express any opinions and comments on the work process and results of other intermediaries;
（5） The financial advisor reminds the investors that this report does not constitute any investment proposal for Baoxiniao Holding Co.Ltd(002154) , and the financial advisor does not bear any responsibility for the possible risks arising from any investment decisions made by the investors according to this report. Investors shall carefully read the relevant announcements on the acquisition issued by all parties to the acquisition;
（6） This report is only for use when the acquirer Wu Zhize subscribes for the non-public offering of new shares to Baoxiniao Holding Co.Ltd(002154) and causes the acquirer and its persons acting in concert to hold more than 30% of the voting rights of Baoxiniao Holding Co.Ltd(002154) from issuing the tender offer. Without the written consent of the financial advisor, the report shall not be used for any other purpose or used by any third party.
Section II financial advisor’s commitment
In accordance with the relevant provisions of the measures for the administration of acquisition and the measures for the administration of financial advisory business issued by the CSRC, Guoyuan Securities Company Limited(000728) issued professional opinions on the acquisition and made the following commitments:
(i) Guoyuan Securities Company Limited(000728) as the financial adviser of the acquirer, has fulfilled the obligation of due diligence in accordance with the provisions, and has sufficient reasons to believe that there is no material difference between the professional opinions expressed and the contents of the announcement documents of the acquirer; （2） Guoyuan Securities Company Limited(000728) has checked the announcement documents of the purchaser and is sure that the content and format of the documents comply with the regulations;
（3） Guoyuan Securities Company Limited(000728) have sufficient reasons to believe that the acquisition complies with laws, regulations and the provisions of the CSRC, and have sufficient reasons to believe that the information disclosed by the acquirer is true, accurate and complete, and there are no false records, misleading statements and major omissions;
（4） The professional opinions issued by Guoyuan Securities Company Limited(000728) on this acquisition have been submitted to the nuclear authority for review and passed;
（5） Guoyuan Securities Company Limited(000728) during his tenure as financial adviser, he has taken strict confidentiality measures and strictly implemented the internal firewall system;
（6） Guoyuan Securities Company Limited(000728) has entered into a continuous supervision agreement with the acquirer.
Section III verification opinions of Financial Consultant
1、 Verification of the contents disclosed in the acquisition report of listed companies prepared by the acquirer
The acquirer has prepared the acquisition report and its summary in accordance with the requirements of relevant laws and regulations such as the securities law, the measures for the administration of acquisition, the standards for information disclosure No. 16, etc., and analyzed the situation of the acquirer and its persons acting in concert, the acquisition decision and purpose, the acquisition method, the source of funds, the exemption from making an offer, the follow-up plan, the impact on the listed company Major transactions with listed companies and trading of listed shares in the first six months were disclosed.
On the basis of careful due diligence on Wu Zhize and his persons acting in concert and careful reading of relevant due diligence materials, the financial adviser believes that the contents disclosed in the acquisition report prepared by Wu Zhize and his persons acting in concert are true, accurate and complete. 2、 Verification of the purchaser’s purpose of this acquisition
Stable control is very important for the company to maintain long-term and healthy development. Prior to this offering, Mr. Wu Zhize directly held 10.35% of the company’s shares, and the concerted actors Wu Tingting and Shanghai Jinsha held 15.24% and 0.20% of the company’s shares respectively. The actual controllers Wu Zhize, Wu Tingting and Shanghai Jinsha jointly controlled 25.80% of the company’s voting rights, which is at a low level. Mr. Wu Zhize, the actual controller of the company, shares the long-term interests of the company. By subscribing for the non-public offering, Mr. Wu Zhize’s shareholding ratio and the voting right ratio controlled by the actual controller of the company can be improved, which further enhances the stability of the company’s control and consolidates the control position of the actual controller. At the same time, the actual controller’s subscription for the company’s non-public offering of shares demonstrates its firm confidence in the textile and garment industry and the company’s future development prospects, which is conducive to the long-term and stable development of the company.
After verification, the financial consultant believes that the acquisition meets the requirements of current relevant laws and regulations. 3、 Verification of the acquirer’s plan to continue to increase or dispose of the shares of the existing listed company in the next 12 months
According to the acquisition report, the acquirer Wu Zhize has promised not to transfer the shares obtained from the non-public offering within 3 years after the completion of the acquisition. As of the signing date of the acquisition report, the acquirer and its persons acting in concert have no plans to continue to increase or dispose of the shares of the listed company in the next 12 months. If required by the future acquirer and its laws and regulations, perform relevant approval procedures and information disclosure obligations according to law.
After verification, the financial consultant believes that the acquirer’s future equity change plan does not violate the requirements of current laws and regulations. 4、 Verification of the purchaser’s subject qualification and ability
(i) Verification of the subject qualification of the acquirer and its persons acting in concert
1. Purchaser: Wu Zhize
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. Concerted action – Shanghai Jinsha
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
