Guoyuan Securities Company Limited(000728)
About Baoxiniao Holding Co.Ltd(002154)
Letter of recommendation for non-public offering of shares
Shenzhen Stock Exchange:
With the approval of the reply on approving Baoxiniao Holding Co.Ltd(002154) non-public development of shares (zjxk [2021] No. 3477) of China Securities Regulatory Commission (hereinafter referred to as “CSRC”), 273170198 RMB common shares (A shares) are non publicly issued by Baoxiniao Holding Co.Ltd(002154) (hereinafter referred to as ” Baoxiniao Holding Co.Ltd(002154) “, “issuer” or “company”). Guoyuan Securities Company Limited(000728) (hereinafter referred to as ” Guoyuan Securities Company Limited(000728) “, “the sponsor” or “the lead underwriter”) as the sponsor of Baoxiniao Holding Co.Ltd(002154) this offering, believes that Baoxiniao Holding Co.Ltd(002154) this non-public offering complies with the securities law of the people’s Republic of China (hereinafter referred to as “the Securities Law”) and the company law of the people’s Republic of China (hereinafter referred to as “the company law”) In accordance with the provisions of relevant laws and regulations such as the measures for the administration of securities issuance of listed companies and the stock listing rules of Shenzhen Stock Exchange, it is hereby recommended that the shares issued this time be listed and traded in your exchange. The relevant information is reported as follows: I. overview of the issuer
(i) Basic information of the issuer
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
Total share capital 1217611874 shares
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） Main business of the issuer
Founded in 2001, the company’s main business is the R & D, production and sales of brand clothing. It has established three production bases in Wenzhou Yongjia, Shanghai Songjiang and Anhui Hefei. The product categories include suits, trousers, shirts, jackets, sweaters, polo shirts, down jackets, quick drying clothes, casual pants, leather shoes and leather goods. The company implements the development strategy of “one master, one pair, one vertical and one horizontal”, and adheres to multiple brands in the main garment industry. At present, the brands owned or represented by the company include Baoxiniao Holding Co.Ltd(002154) , hazzys (haggis), camicissima (kemische), Lafuma (lefeiye), dongbolini, Yunyi intelligence, BAONIAO, etc. all brand products can meet the dress needs of middle and high-end people on different occasions. The company actively implements the development idea of “growth priority and profit orientation”, strengthens cooperation with high-quality suppliers, improves product quality, and realizes product fashion and youth; Strengthen brand promotion, enhance brand image and brand influence, and continuously optimize channels.
（3） Main financial data and financial indicators of the issuer
The financial reports of the issuer for 2018, 2019 and 2020 have been audited by Lixin Certified Public Accountants (special general partnership), and the financial reports from January to September 2021 have not been audited, as follows:
1. Main data of consolidated balance sheet
Unit: 10000 yuan
Project 2021.9.302020.12.31 2019.12.31 2018.12.31
Total assets 520421.25485866.92441736.82419595.03
Total liabilities 176656.84153631.50152557.72140430.94
Shareholders’ equity 343764.42332235.42289179.10279164.10
Owner’s equity attributable to shareholders of the parent company 334025.54322846.16281894.07272902.01
2. Main data of consolidated income statement
Unit: 10000 yuan
Project: January September 2021, 2020, 2019, 2018
Operating income 297294.08378766.52327255.36310955.11
Operating profit 47005.8251573.7627565.8812271.13
Total profit 46985.0651280.6828210.7812857.57
Net profit 37484.7339005.4720425.015092.88
36709.9336649.6521008.875183.75 net profit attributable to shareholders of the parent company
3. Main data of consolidated cash flow statement
Unit: 10000 yuan
Project: January September 2021, 2020, 2019, 2018
Net cash flow from operating activities 13724.2871898.9039594.1334824.35
Net cash flow from investing activities: 9350.95-30054.03-10012.07-8987.24
Net cash flow from financing activities -18683.03-14467.68-14805.25-28068.98
4. Main financial indicators
Project 2021.9.302020.12.31 2019.12.31 2018.12.31
Current ratio (Times) 1.982.031.501.36
Quick ratio (Times) 1.191.320.780.73
Asset liability ratio (consolidated) 33.94% 31.62% 34.54% 33.47%
Asset liability ratio (parent company) 32.29% 24.27% 26.12% 27.67%
Net assets per share (yuan) 2.742.652.322.17
Project: January September 2021, 2020, 2019, 2018
Weighted average return on net assets 10.86% 12.03% 8.07% 2.03%
Weighted average return on net assets after deducting non recurring profits and losses: 9.14% 10.00% 4.12% – 0.66%
Basic earnings per share (yuan / share) 0.300.300.170.04
Diluted earnings per share (yuan / share) 0.300.300.170.04
Cash flow from operating activities per share (yuan) 0.110.590.330.28
Net cash flow per share (yuan) 0.040.220.12-0.02
Accounts receivable turnover rate (Times) 4.146.206.156.13
Inventory turnover rate (Times) 0.881.271.241.33
2、 Issuance of Shares applied for listing
(i) Stock type
The shares issued this time are RMB common shares (A shares) listed in China.
（2） Par value per share
The par value of the shares listed this time is RMB 1.00/share.
（3） Distribution mode
This offering adopts the method of non-public offering to specific objects.
（4） Issue price
The initial price of this offering is 3.23 yuan / share, which is no less than 80% of the average trading price of the company’s shares in the 20 trading days before the pricing benchmark date (average trading price of shares in the 20 trading days before the pricing benchmark date = total stock trading volume in the 20 trading days before the pricing benchmark date ÷ total stock trading volume in the 20 trading days before the pricing benchmark date).
If the company’s shares have ex right and ex interest matters such as cash dividend, share distribution and conversion of capital reserve into share capital from the date of resolution of the board of directors to the date of issuance, the price of this issuance will be adjusted accordingly. The adjustment method is as follows:
Cash dividend: P1 = p0-d
Share distribution or capital reserve converted into share capital: P1 = P0 / (1 + n)
Cash dividend and share distribution or capital reserve converted into share capital: P1 = (p0-d) / (1 + n)
Where P0 is the issue price before adjustment, D is the cash dividend distributed per share, n is the share bonus or capital reserve converted into share capital, and the issue price after adjustment is P1.
On May 21, 2021, the 2020 annual general meeting of shareholders of the issuer deliberated and approved the plan on profit distribution of the company in 2020, and distributed cash dividends of RMB 0.6 (including tax) to all shareholders for every 10 shares. The equity distribution of the issuer in 2020 has been completed on June 3, 2021. According to the implementation of the company’s equity distribution in 2020 and the pricing principle of the company’s non-public offering plan, the issuance price of this non-public offering is adjusted accordingly. The adjusted issuance price = the issuance price before adjustment of 3.23 yuan / share – the cash dividend distributed per share of 0.06 yuan = 3.17 yuan / share.
On September 6, 2021, the fourth extraordinary general meeting of shareholders of the company in 2021 deliberated and adopted the half year plan of 2021
According to the proposal of the annual profit distribution plan, a cash dividend of RMB 1.5 (including tax) was distributed to all shareholders for every 10 shares. The issuer’s semi annual equity distribution in 2021 was completed on September 16, 2021. According to the implementation of the company’s equity distribution in the half year of 2021 and the pricing principle of the company’s non-public offering plan, the issuance price of the company’s non-public offering is determined
