Guoyuan Securities Company Limited(000728)
About Baoxiniao Holding Co.Ltd(002154)
Compliance of non-public offering process and subscription object
Report of
China Securities Regulatory Commission:
Approved by the reply on approving Baoxiniao Holding Co.Ltd(002154) non-public offering of shares (zjxk [2021] No. 3477) of China Securities Regulatory Commission (hereinafter referred to as “CSRC”), the non-public offering of RMB common shares (A shares) was initiated by Baoxiniao Holding Co.Ltd(002154) (hereinafter referred to as ” Baoxiniao Holding Co.Ltd(002154) “, “issuer” or “company”) on December 22, 2021. The sponsor (lead underwriter) Guoyuan Securities Company Limited(000728) (hereinafter referred to as ” Guoyuan Securities Company Limited(000728) ” or “sponsor (lead underwriter)”) shall, in accordance with laws and regulations such as the measures for the administration of securities issuance of listed companies, the measures for the administration of securities issuance and underwriting, the detailed rules for the implementation of non-public offering of shares by listed companies and the stock listing rules of Shenzhen Stock Exchange The issuance plan reported to the CSRC and the relevant resolutions of the board of directors and the general meeting of shareholders of the issuer have verified the compliance of the issuer’s issuance process and subscription objects. The relevant information is reported as follows: I. overview of the issuance
(i) Distribution mode
This offering is in the form of non-public offering to Mr. Wu Zhize; The issuing and underwriting method is consignment.
（2） Type and par value of shares issued
The type of shares issued this time is domestic listed RMB ordinary shares (A shares), with a par value of RMB 1.00 per share.
（3） Issuing object and subscription method
This offering is a non-public offering for specific objects. The offering object is Mr. Wu Zhize. Mr. Wu Zhize is the chairman, general manager, controlling shareholder and actual controller of the company. Therefore, this non-public offering is limited
The issuing object signed the conditional effective share subscription contract with the company to subscribe for the shares of this non-public offering in cash.
（4） Pricing base date, issue price and pricing principle
The pricing benchmark date of this offering is the announcement date of the resolution of the 12th meeting of the seventh board of directors of the company (i.e. May 11, 2021).
The issue price 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, of which: the average trading price of the shares in the 20 trading days before the pricing benchmark date = the total trading volume of the shares in the 20 trading days before the pricing benchmark date ÷ the total trading volume of the shares in the 20 trading days before the pricing benchmark date (excluding 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 the company in 2021 deliberated and approved the proposal on the profit distribution plan for the half year of 2021, and distributed a cash dividend of RMB 1.5 (inclusive) to all shareholders for every 10 shares
The issuer’s equity distribution for the half year of 2021 has been 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 adjusted accordingly. The adjusted issuance price = the issuance price before adjustment of 3.17 yuan / share – the cash dividend distributed per share of 0.15 yuan = 3.02 yuan / share.
（5） Number of issues
According to the reply on Approving the non-public offering of shares by Baoxiniao Holding Co.Ltd(002154) Holding Co., Ltd. (zjxk [2021] No. 3477), the non-public offering of Baoxiniao Holding Co.Ltd(002154) shares this time shall not exceed 273170198 new shares. The number of shares in this non-public offering is 241721855, and the number of shares in this non-public offering does not exceed 30% of the total share capital of the company before this offering, all of which are subscribed by Mr. Wu Zhize in cash. The number of shares issued complies with the relevant provisions of the resolutions of the board of directors and the general meeting of shareholders of the issuer, and meets the relevant requirements of the reply on Approving the non-public development of shares by Baoxiniao Holding Co.Ltd(002154) Holding Co., Ltd. (zjxk [2021] No. 3477).
（6） Restricted period
The shares subscribed by the aforesaid issuing object shall not be transferred within 36 months from the date of completion of this issuance. After the end of the restricted sale period, it will be implemented in accordance with the relevant provisions of the CSRC and the Shenzhen Stock Exchange.
（7） Amount and purpose of raised funds
The total amount of funds raised from the non-public offering of shares is RMB 7300000002.10. After deducting the recommendation and underwriting expenses of RMB 4000000.00 (excluding tax), other issuance expenses of RMB 2221860.27 (excluding tax), the net amount of funds actually raised by the issuer is RMB 723778141.83. The funds raised from this non-public offering will be used for enterprise digital transformation projects, R & D center expansion projects and supplement working capital.
After verification, the recommendation institution (lead underwriter) believes that the price, quantity, object and amount of raised funds of this non-public offering comply with the resolutions of the board of directors and the general meeting of shareholders of the issuer, the company law of the people’s Republic of China (hereinafter referred to as the company law) and the securities law of the people’s Republic of China (hereinafter referred to as the Securities Law) The measures for the administration of securities issuance by listed companies, the detailed rules for the implementation of non-public offering of shares by listed companies, the measures for the administration of securities issuance and underwriting and other relevant provisions of laws and regulations, as well as the issuance plan reported to the CSRC. 2、 Issue approval
(i) Internal decision-making procedure
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.
（2） Regulatory approval process
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. After verification, the sponsor (lead underwriter) believes that the non-public offering has been approved and authorized by the board of directors and the general meeting of shareholders of the issuer and approved by the CSRC, and the approval procedures are legal and compliant; The letter of commitment for post meeting matters has been reported before this offering. 3、 Subscription process for the offering
(i) Compliance verification of issuing objects
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 May 10, 2021, the issuer and Wu Zhize signed the Baoxiniao Holding Co.Ltd(002154) non-public development bank share subscription agreement with effective conditions, which agreed on the subscription price, subscription quantity, subscription amount, subscription method and sales restriction period of the issued shares.
On June 25, 2021, the issuer and Wu Zhize signed the supplementary agreement to the Baoxiniao Holding Co.Ltd(002154) non-public development bank stock subscription agreement, which adjusted the issuance price and quantity of the non-public offering according to the implementation of the issuer’s equity distribution in 2020 and the pricing principle of the issuer’s non-public offering plan.
On August 19, 2021, the issuer and Wu Zhize signed supplementary agreement II to the Baoxiniao Holding Co.Ltd(002154) non-public development bank stock subscription agreement, which adjusted the number of shares issued and the total amount of funds raised in this non-public offering accordingly according to the requirements of the regulatory authorities.
On October 14, 2021, the issuer and Wu Zhize signed the Supplementary Agreement III to the Baoxiniao Holding Co.Ltd(002154) non-public development bank stock subscription agreement, which adjusted the issuance price and quantity of the non-public offering according to the implementation of the issuer’s equity distribution in the half year of 2021 and the pricing principle of the issuer’s non-public offering plan.
1. Relationship between issuing object and issuer
The object of this non-public offering is Wu Zhize. Mr. Wu Zhize is the chairman, general manager, controlling shareholder and actual controller of the company. According to the Listing Rules of Shenzhen Stock Exchange and other laws and regulations and the articles of association of the issuer, Wu Zhize has an association relationship with the issuer and has no association relationship with the sponsor (lead underwriter).
2. Source of funds of the issuing object
The subscription object of the issuer’s non-public offering is Wu Zhize. The subscription funds of Wu Zhize’s participation in Baoxiniao Holding Co.Ltd(002154) this non-public offering come from his own funds or legally self raised funds. There is no external raising, holding on behalf, structured arrangement or direct or indirect use of the funds of the listed company and its related parties for this subscription.
（2） Appropriateness of distribution object
According to the requirements of the measures for the administration of the appropriateness of securities and futures investors of the CSRC and the implementation guidelines for the administration of the appropriateness of investors of securities operating institutions (for Trial Implementation) of the China Securities Association, the recommendation institution (lead underwriter) must carry out the administration of the appropriateness of investors. Investors are divided into professional investors and ordinary investors, of which professional investors are divided into five categories: ex officio institutional professional investors (Class A), legal person or institutional professional investors (class B), natural person professional investors (Class C), recognized legal person or institutional professional investors (Class D) and recognized natural person professional investors (class E). Ordinary investors are divided into five levels according to their risk tolerance: C1 (conservative), C2 (cautious), C3 (robust), C4 (active) and C5 (aggressive).
The risk level of this Baoxiniao Holding Co.Ltd(002154) non-public offering is defined as R3 (medium risk). Among professional investors and ordinary investors, C3 (steady type) and above investors can participate.
The object of this non-public offering has submitted corresponding verification materials. After verification, Wu Zhize, the object of this issuance, is a class B professional investor, meets the verification requirements of the sponsor (lead underwriter), and can participate in the subscription of this Baoxiniao Holding Co.Ltd(002154) non-public offering.
（3） Subscription and issuance by investors
The number of shares issued this time is 241721855. The details of subscription are as follows:
No. number of shares subscribed by the issuing object (shares) subscription amount (yuan)
1 Wu Zhize 241721855730000002.10
Total 241721855730000002.10
After verification, the recommendation institution (lead underwriter) believes that the final issuance result complies with the measures for the administration of securities issuance by listed companies, the measures for the administration of securities issuance and underwriting, and the detailed rules for the implementation of non-public development of shares by listed companies
