Report on non-public offering of shares
And listing announcement
Sponsor (lead underwriter)
[main bearing logo]
No. 18, Meishan Road, Hefei, Anhui
January 2002
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 bear individual and joint legal liabilities for its authenticity, accuracy and completeness.
Signatures of all directors:
Wu Zhize, Wu Liya, Wu Yuexian
Yang Fang, Li Haoran, Peng Tao
Xu Weidong
Baoxiniao Holding Co.Ltd(002154) January 6, 2022
hot tip
1、 Issue quantity and price
1. Number of shares issued: 241721855
2. Issue price: 3.02 yuan / share
3. Total funds raised: RMB 7300000002.10
4. Net amount of raised funds: RMB 723778141.83
2、 New stock listing arrangements
1. Number of shares listed: 241721855
2. Stock listing time: January 10, 2022 (the first day of listing), new shares will not be ex listed on the first day of listing, and stock trading will be subject to rise and fall restrictions.
3、 Arrangement of restricted sales period of issuing object
In this offering, the restricted sale period of the shares subscribed by the subscription object is 36 months from the date of the end of this offering. After the end of the restricted sale period, the transfer of the shares subscribed by the subscription object will be implemented in accordance with the company law of the people’s Republic of China and other relevant laws and regulations, as well as the relevant provisions of the CSRC and Shenzhen Stock Exchange.
4、 Ownership structure
After the completion of this offering, the equity distribution of the company meets the listing requirements of Shenzhen Stock Exchange and will not lead to non-compliance with the conditions for stock listing.
catalogue
interpretation…… Section 1 basic information of this offering two
1、 Basic information of the company two
2、 Relevant procedures performed in this offering two
3、 Basic information of this offering four
4、 Basic information of the issuing object seven
5、 Name of relevant institution of this issuance 8 section 2 relevant information of the company before and after the issuance ten
1、 Shareholders before and after this offering ten
2、 Changes in shares held by directors, supervisors and senior managers ten
3、 The impact of this offering on the company Section III financial accounting information and management discussion and Analysis fourteen
1、 Key financial data fourteen
2、 Key financial indicators fourteen
3、 Financial analysis Section IV overview of the use of the raised funds nineteen
1、 Overview of the use of the raised funds nineteen
2、 Special storage of the raised funds Section V concluding opinions of intermediaries on the issuance process and the compliance of subscription objects twenty
1、 The main underwriter’s concluding comments on the issuance process and the compliance of the issuing object twenty
2、 Concluding opinions of the issuer’s lawyer on the issuance process and the compliance of the subscription object Section VI listing of new shares twenty-one
1、 Securities abbreviation, securities code and listing place of new shares twenty-one
2、 Listing time of new shares twenty-one
3、 Restrictions on the sale of new shares Section 7 recommendation for listing Section VIII statement on intermediaries Section IX documents for future reference twenty-seven
1、 File directory for future reference twenty-seven
2、 Query location twenty-seven
3、 Query time twenty-seven
4、 Information disclosure website twenty-seven
interpretation
In this report, unless the context otherwise requires, the following abbreviations have the following specific meanings: Baoxiniao Holding Co.Ltd(002154) / company / listed company / issuing Baoxiniao Holding Co.Ltd(002154) pedestrian Guoyuan Securities Company Limited(000728) / sponsor / this sponsor / lead underwriter
This issuance / this non-public offering refers to Baoxiniao Holding Co.Ltd(002154) this non-public offering of shares
Lawyer of the issuer refers to Guohao law firm (Shanghai)
Audit and capital verification institutions refer to Lixin Certified Public Accountants (special general partnership)
The pricing benchmark date refers to the announcement date of the resolution of the 12th meeting of the seventh board of directors of the company
The issue price refers to the initial issue price of 3.23 yuan / share. After the implementation of the semi annual equity distribution plan in 2020 and 2021, the issue price is adjusted to 3.02 yuan / share
The number of shares issued refers to 241721855 shares
The issuance plan refers to the Baoxiniao Holding Co.Ltd(002154) non-public offering plan
Payment Notice refers to the payment notice of Baoxiniao Holding Co.Ltd(002154) non-public offering of shares
CSRC refers to the China Securities Regulatory Commission
CSDCC Shenzhen branch refers to the Shenzhen Branch of China Securities Depository and Clearing Co., Ltd
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 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
RMB / 10000 yuan / 100 million yuan refers to RMB / 10000 yuan / 100 million yuan
Note: if there is any difference in the mantissa between the total of this report and the sum directly added to each number, it is caused by rounding.
Section I basic information of this offering
1、 Basic information of the company
Company name Baoxiniao Holding Co.Ltd(002154)
English Name: baoxiniao Holding Co., Ltd
Legal representative: Wu Zhize
Listing place, stock profile, Shenzhen Stock Exchange, Baoxiniao Holding Co.Ltd(002154) , 002154 name and code
Registered capital: 1217611874 yuan
Registered address: No. 2299, Shuangta Road, Oubei street, Yongjia County, Zhejiang Province
Postal Code: 325105
Tel.: 0577-67379161
Fax: 0577-67315986
Unified social credit code 91330000729133019u
Internet address http://www.baoxiniao.com..cn.
E-mail [email protected].
Production and sales of clothing, leather shoes and leather products, import and export business, clothing design and development, economic information consulting services, enterprise management and consulting services, training services, enterprise marketing, business scope planning, house leasing, industrial investment, investment management, asset management and investment consulting, Enterprise management consulting (without the approval of financial and other regulatory authorities, it is not allowed to engage in financial services such as financing deposits, financing guarantees and customer financing from the public). (for projects subject to approval according to law, business activities can be carried out only after approval by relevant departments).
2、 Relevant procedures for this offering
(i) Internal decision-making procedures for this issuance
On May 10, 2021, the company held the 12th meeting of the 7th board of directors, deliberated and adopted the proposal on the company’s compliance with the conditions for non-public development of shares, the proposal on the company’s non-public development of shares, the plan for non-public development of shares in 2021, the feasibility analysis report on the use of funds raised by non-public offering in 2021 The proposal on the non-public Development Bank‘s shares constituting connected transactions, the proposal on the signing of the non-public Development Bank‘s share subscription agreement with effective conditions between the company and the subscription object, the proposal on submitting to the general meeting of shareholders to approve the increase of the company’s shares held by the company’s actual controller from issuing an offer The proposal on requesting the general meeting of shareholders to authorize the board of directors to handle matters related to the non-public offering of shares and other matters related to the non-public offering.
On May 27, 2021, the company held the third extraordinary general meeting of shareholders in 2021, deliberated and approved the proposals related to the non-public offering submitted by the board of directors.
On June 25, 2021, the company held the 13th meeting of the 7th board of directors, deliberated and adopted the proposal on adjusting the company’s non-public development plan, the proposal on 2021 non-public development plan (Revised Draft), and the proposal on signing with specific objects
<附生效条件的股票认购协议之补充协议>
And related party transactions and other matters related to this non-public offering.
On August 19, 2021, the company held the 14th meeting of the 7th board of directors, deliberated and adopted the proposal on adjusting the company’s non-public development plan, the proposal on 2021 non-public development plan (Second Revision), and the proposal on signing with specific objects
<附生效条件的股票认购协议之补充协议二>
And related party transactions and other matters related to this non-public offering.
On October 14, 2021, the company held the 16th meeting of the 7th board of directors, deliberated and adopted the proposal on adjusting the company’s non-public development plan, the proposal on 2021 non-public development plan (three revised drafts), and the proposal on signing with specific objects
<附生效条件的股票认购协议之补充协议三>
And related party transactions and other matters related to this non-public offering.
The validity period of the resolution on the issuance of shares is 12 months from the date of deliberation and adoption by the general meeting of shareholders, that is, it is valid until May 26, 2022.
（2） Approval process of regulatory authorities for this issuance
On October 25, 2021, the issuance Review Committee of CSRC reviewed the company’s application for non-public offering of a shares, and the company’s application for non-public offering of A-Shares was approved.
On November 8, 2021, the company received the reply on approving Baoxiniao Holding Co.Ltd(002154) non-public development of shares (zjxk [2021] No. 3477) issued by China Securities Regulatory Commission, which approved the company’s non-public offering of no more than 273170198 new shares. The approval date was November 2, 2021 and the validity period was 12 months. （3） Raised funds and capital verification
The issuance object of this non-public offering is Wu Zhize, a total of 1 specific object in line with the provisions of the CSRC.
On December 22, 2021, the issuer and the sponsor (lead underwriter) issued a payment notice to Wu Zhize, informing Wu Zhize to transfer the subscription money to the collection account designated by the sponsor (lead underwriter). By 17:00 on December 23, 2021, Wu Zhize has remitted the subscription funds in full to the special account for issuance of the sponsor (lead underwriter).
On December 24, 2021, Lixin Certified Public Accountants (special general partnership) issued the capital verification report (xksbz [2021] No. zf1112). After verification, as of 17:00 p.m. on December 23, 2021, the subscription fund of non-public offering of shares of RMB 7300000002.10 has been remitted to the collection account designated by the lead underwriter.
On December 24, 2021, the lead underwriter Guoyuan Securities Company Limited(000728) has deposited the above subscription amount into the account designated by the issuer after deducting the unpaid sponsorship and underwriting fees. On December 24, 2021, Lixin Certified Public Accountants (special general partnership) issued the capital verification report (xksbz [2021] No. zf1111). According to the capital verification report, Baoxiniao Holding Co.Ltd(002154) the total amount of funds raised in this issuance is RMB 7300000002.10, after deducting the recommendation and underwriting expenses of RMB 4000000.00 (excluding tax), other issuance expenses excluding tax are RMB 2221,8
