Baoxiniao Holding Co.Ltd(002154)
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、 This report is prepared by the acquirer and its persons acting in concert in accordance with 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 content and format of information disclosure by companies offering securities to the public No. 16 – Acquisition report of listed companies, and relevant laws, 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, this report has fully disclosed the shares in which the acquirer and its persons acting in concert have interests in Baoxiniao Holding Co.Ltd(002154) .
As of the signing date of this report, except for the information disclosed in 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 purchaser and its persons acting in concert have obtained necessary authorization and approval for signing this report, and their 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 is 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 stated in 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 this report and make any explanation or explanation to this report.
7、 The purchaser and its persons acting in concert promise that there are no false records, misleading statements or major omissions in this report, and bear individual and joint legal liabilities for its authenticity, accuracy and completeness.
catalogue
interpretation…… six
Section 1 Introduction to the acquirer seven
1、 Basic information of the acquirer and its persons acting in concert seven
2、 The position of the acquirer in the last five years eight
3、 Legal compliance of the acquirer in the last five years ten
4、 The core enterprises and core businesses, affiliated enterprises and main businesses controlled by the acquirer ten
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 2 acquisition decision and acquisition purpose thirteen
1、 The purpose of this acquisition thirteen
2、 Plans to continue to increase or dispose of shares with existing interests in the next 12 months thirteen
3、 Relevant procedures for the performance of this acquisition Section 3 acquisition method fifteen
1、 The proportion of shares of listed companies held by the acquirer before and after this acquisition fifteen
2、 The main contents of the conditional share subscription agreement fifteen
3、 Restrictions on the rights of the shares of the listed company held by the acquirer Section 4 capital source of this transaction twenty-one
1、 Total acquisition funds twenty-one
2、 Source of acquisition funds Section 5 exemption from making an offer twenty-two
1、 Matters and reasons for exemption from making an offer twenty-two
2、 Equity structure of listed companies before and after this acquisition Section 6 follow up plan of this transaction twenty-three
1、 Adjustment plan for the main business of Listed Companies in the next 12 months twenty-three
2、 Follow up arrangements for the assets and business of the listed company or its subsidiaries in the next 12 months twenty-three
3、 Adjustment plan for directors, supervisors or senior managers of listed companies twenty-three
4、 A plan to amend the articles of association of a listed company twenty-three
5、 Plans for major changes in the employment of existing employees of listed companies twenty-four
6、 The plan to adjust the dividend policy of listed companies twenty-four
7、 Other plans that have a significant impact on the business and organizational structure of the listed company Section 7 analysis of the impact on listed companies twenty-five
1、 The impact of this acquisition on the independence of listed companies twenty-five
2、 The impact of this acquisition on the horizontal competition of listed companies twenty-seven
3、 The impact of this acquisition on related party transactions of listed companies Section 8 major transactions between the acquirer and the listed company thirty
1、 Major transactions with listed companies and their subsidiaries thirty
2、 Transactions with directors, supervisors and senior managers of listed companies thirty
3、 Compensation or similar arrangements for the directors, supervisors and senior managers of the listed company to be replaced thirty
4、 Other contracts, tacit understandings and arrangements being signed or negotiated that have a significant impact on the listed company Section 9 trading of shares of Listed Companies in the first six months thirty-one
1、 The purchaser’s purchase and sale of shares of Listed Companies in the first six months thirty-one
2、 The purchase and sale of shares of listed companies by the purchaser’s immediate family members within the first six months Section 10 other major matters 32 section Xi documents for future reference 38 schedule forty-two
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 1 Introduction to the purchaser
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)
Kaff’s house
