Haitong Securities Company Limited(600837)
About Xi'An Catering Co.Ltd(000721)
Report on the issuance process of non-public offering shares and the compliance of subscription objects
Sponsor (lead underwriter)
(No. 689, Guangdong Road, Shanghai)
January 2002
China Securities Regulatory Commission:
Approved by the official reply on approving Xi'An Catering Co.Ltd(000721) non-public Development Bank shares (zjxk [2021] No. 2808) of your commission, Xi'An Catering Co.Ltd(000721) (hereinafter referred to as " Xi'An Catering Co.Ltd(000721) ", "issuer" and "company") issue no more than 74858388 new RMB ordinary shares (A shares) to specific investors by means of non-public offering of shares (hereinafter referred to as "this offering" and "this non-public offering"). Haitong Securities Company Limited(600837) (hereinafter referred to as " Haitong Securities Company Limited(600837) " and "sponsor (lead underwriter)") as the sponsor (lead underwriter) of Xi'An Catering Co.Ltd(000721) this offering, believes that Xi'An Catering Co.Ltd(000721) this offering process and subscription objects comply with the company law of the people's Republic of China, the securities law of the people's Republic of China and the measures for the administration of securities issuance of listed companies The measures for the administration of securities issuance and underwriting and other relevant laws, regulations, normative documents and the requirements of the resolutions of the board of directors and the general meeting of shareholders of Xi'An Catering Co.Ltd(000721) on this issuance, the issuance pricing process complies with the relevant provisions of non-public offering, and the selection of issuing objects is fair and just, which is in line with the interests of Xi'An Catering Co.Ltd(000721) and all its shareholders. The relevant information of this issuance is reported as follows:
1、 Overview of this non-public offering
(I) pricing base date, issue price and pricing principle
The pricing benchmark date of this offering is the announcement date of the resolution of the sixth meeting of the ninth board of directors of the company. The issuing price of this non-public offering is 4.06 yuan / share, and the issuing price is not less than 80% of the average trading price of the company's shares in the 20 trading days before the pricing benchmark date. Where: average stock trading price 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. (II) issued quantity
The number of shares issued in this non-public offering is 74858388, which is in line with the resolutions of the issuer's first extraordinary general meeting in 2020, the second extraordinary general meeting in 2021, the sixth meeting of the ninth board of directors, the fourteenth meeting of the ninth board of directors, the third extraordinary meeting of the ninth board of directors The resolution of the 17th meeting of the ninth board of directors and the requirements of the non-public offering of no more than 74858388 new shares in the reply on approving Xi'An Catering Co.Ltd(000721) non-public development of shares (zjxk [2021] No. 2808) of China Securities Regulatory Commission (hereinafter referred to as "CSRC").
(III) issuing object and subscription method
The issuing object of this non-public offering of shares is the controlling shareholder Xi'An Tourism Co.Ltd(000610) Group Co., Ltd. (hereinafter referred to as Xi'An Tourism Co.Ltd(000610) group), which complies with the relevant provisions of the measures for the administration of securities issuance of listed companies and the detailed rules for the implementation of non-public offering of shares by listed companies. The Xi'An Tourism Co.Ltd(000610) Group signed the conditional effective share subscription agreement with the company, and the Xi'An Tourism Co.Ltd(000610) group fully subscribed the company's non-public offering in cash.
(IV) amount of raised funds and issuance expenses
The total amount of funds raised from the non-public offering of shares is 30392055.28 yuan, and the issuance cost is 4465787.00 yuan (excluding tax). After deducting the issuance cost, the net amount of funds raised is 299459268.28 yuan, which is used for the revitalization and development projects of time-honored brands and supplement working capital.
(V) sales restriction period
The A shares of this non-public offering shall not be listed, traded or transferred within 36 months from the date of issuance. The shares derived from the shares issued this time by the company obtained by the issuing object due to the distribution of stock dividends by the listed company and the conversion of capital reserve shall also comply with the above share restriction arrangements.
After verification by the sponsor (lead underwriter), the issuance price, issuance quantity, subscription object, amount of raised funds and restricted sale period of the issued shares of this non-public offering comply with the resolutions of the board of directors and the general meeting of shareholders of the issuer, the measures for the administration of securities issuance of listed companies, the detailed rules for the implementation of non-public offering of shares by listed companies and other laws Relevant provisions of laws, regulations and normative documents.
2、 Relevant procedures for the performance of this non-public offering
(I) internal decision-making procedures for the issuance
1. Board meetings and resolutions
On August 28, 2020, the issuer held the sixth meeting of the ninth board of directors, deliberated and adopted the proposal on the company's compliance with the conditions for non-public development of a shares, the proposal on the company's plan for non-public development of A-Shares in 2020, the proposal on the company's plan for non-public issuance of A-Shares in 2020 Proposal on feasibility analysis report on the use of funds raised by non-public Development Bank A shares in 2020, proposal on submitting to the general meeting of shareholders to authorize the board of directors to handle matters related to non-public Development Bank A shares in 2020, etc.
On July 21, 2021, the issuer held the 14th meeting of the 9th board of directors and passed the proposal on adjusting the company's non-public development and issuance of A-Shares in 2020 and other proposals to adjust the issuance plan. After adjustment, the number of shares in this non-public offering does not exceed 74858388 (including this number), It shall not exceed 30% of the total share capital of the company before this issuance, and the total amount of raised funds shall not exceed 303925100 yuan, Xi'An Tourism Co.Ltd(000610) group shall subscribe in full in cash.
On August 5, 2021, the issuer held the third interim meeting of the ninth board of directors, deliberated and adopted the amendment of the issuer's non-public offering of A-Shares and relevant proposals, and supplemented the review procedures and risks related to the offering.
On September 27, 2021, the issuer held the 17th meeting of the 9th board of directors, which deliberated and adopted the relevant proposal to extend the validity period of the resolution of the shareholders' meeting on the non-public offering of shares and the validity period of authorizing the board of directors to handle matters related to the non-public offering of shares by 12 months from the date of the previous validity period (i.e. to September 26, 2022).
2. Official Reply of state funded enterprises
On September 11, 2020, the company received the principled Reply of Xi'An Tourism Co.Ltd(000610) Group Co., Ltd. on Xi'An Catering Co.Ltd(000721) 2020 non-public development of A-share scheme issued by Xi'An Tourism Co.Ltd(000610) Group Co., Ltd. (xljf [2020] No. 45).
3. Shareholders' meeting and its resolutions
On September 28, 2020, the company held the first extraordinary general meeting of shareholders in 2020, deliberated and passed the proposal on the company's compliance with the conditions for non-public development of a shares, the proposal on the company's plan for non-public development of A-Shares in 2020, and the proposal on the company's plan for non-public issuance of A-Shares in 2020 Proposal on feasibility analysis report on the use of funds raised by non-public Development Bank A shares in 2020, etc.
On October 15, 2021, the issuer convened the second extraordinary general meeting of shareholders in 2021, deliberated and approved the relevant proposal to extend the validity period of the resolution of the general meeting of shareholders on the non-public offering of shares and the validity period of authorizing the board of directors to handle matters related to the non-public offering of shares by 12 months from the expiration date of the previous validity period (i.e. to September 26, 2022).
(II) approval process of regulatory authorities for this issuance
On August 16, 2021, the issuer's application for this non-public offering of shares was approved by the issuance Audit Committee of CSRC.
On September 2, 2021, the issuer received the reply on approving Xi'An Catering Co.Ltd(000721) non-public shares issued by the CSRC (zjxk [2021] No. 2808).
After verification, the recommendation institution (lead underwriter) believes that the issuance is authorized by the general meeting of shareholders of the issuer and approved by the CSRC, and the procedures performed comply with the provisions of relevant laws, regulations and normative documents. 3、 The process of this non-public offering
(I) schedule of this issuance
Date main work content
On December 31, 2021, the sponsor (lead underwriter) shall submit the issuance plan, the basic information table of the issuance plan (t-1 date), the expected issuance schedule and other documents to the CSRC
After the issuance plan is confirmed by the CSRC, a payment notice shall be issued to the subscribers
The issuer shall transfer the subscription funds to the account designated by the lead underwriter in full and on time (as of 16:00). On January 4, 2022, the accountant shall verify the capital of the collection account designated by the lead underwriter and issue a capital verification report
(t day) the recommendation institution (lead underwriter) shall transfer the raised funds to the special account for raised funds of the issuer after deducting the underwriting and recommendation expenses
On January 5, 2022, the accountant verified the capital of the issuer's special account for raised funds and issued a capital verification report
(T + 1) legal opinion issued by lawyer
On January 6, 2022, the recommendation institution (lead underwriter) submitted the filing materials to the CSRC
(T + 2 days)
Handle share registration on January 7, 2022
(T + 3) pre communication with Shenzhen Stock Exchange on listing arrangement
The equity custody certificate was obtained on January 10, 2022
(T + 4 days) submit listing application documents to Shenzhen Stock Exchange
(L-1) publish the announcement related to the results of non-public offering
Note: t day is the first day of the issuance period, and l day is the stock listing date
(II) issuing price, issuing object and placement obtained
On August 28, 2020, the company signed the conditional effective share subscription agreement with Xi'An Tourism Co.Ltd(000610) group, which made detailed agreements on the subscription method, subscription quantity, subscription price and subscription payment of this offering.
This non-public development was issued at a fixed price of RMB 4.06/share, with 74858388 shares issued. The total amount of funds raised was RMB 30392055.28. After deducting the total issuance expenses excluding tax of RMB 4465787.00, the actual net amount of funds raised was RMB 299459268.28, which did not exceed the scale of funds raised in the issuance plan. All subscribers shall subscribe in cash.
The subscription object of this non-public offering is Xi'An Tourism Co.Ltd(000610) group, and the placing results are as follows:
No. number of shares allocated to the issuing object (shares) amount allocated (yuan) sales restriction period (month)
1 Xi'An Tourism Co.Ltd(000610) group 74858388 303925055.28 36
Total 74858388 303925055.28/
(III) payment and capital verification
On December 31, 2021, the issuer and the sponsor (lead underwriter) sent the notice of Xi'An Catering Co.Ltd(000721) non public development bank stock subscription and payment to Xi'An Tourism Co.Ltd(000610) group.
1. On January 4, 2022, the subscription object of this offering has fully remitted the subscription amount to the special account of the sponsor (lead underwriter) Haitong Securities Company Limited(600837) . Zhonghua Certified Public Accountants (special general partnership) verified the arrival of funds in the designated collection account and issued the capital verification report (Zhong Hui Zi (2022) No. 00027) on January 4, 2022. As of January 4, 2022, Haitong Securities Company Limited(600837) the special account for subscription funds designated for this offering has received the subscription payment of RMB 303925055.28 from the allocated investors.
2. On January 4, 2022, Haitong Securities Company Limited(600837) transferred the raised funds to the special account for raised funds designated by the issuer after deducting the underwriting and recommendation fees. Sigmar Certified Public Accountants (special general partnership) verified the receipt of raised funds in the special account for raised funds of the issuer. On January 5, 2022, Sigmar Certified Public Accountants (special general partnership) issued a capital verification report (Xihui Yan Zi (2022) No. 0001) on the arrival of the funds raised by the issuer in this non-public offering. As of January 5, 2022, the total amount of funds raised by the issuer in this non-public offering was RMB 303925055.28, After deducting the underwriting fee and recommendation fee (excluding tax) of RMB 4300826.25 and other issuance expenses (excluding tax) of RMB 164960.75, the net amount of raised funds is RMB 299459268.28. Among them, the amount included in the share capital is 74858388.00 yuan, the increased capital premium is 224600880.28 yuan, and the changed share capital is 573914308.00 yuan.
The issuer will set up a special account for the raised funds in accordance with the measures for the administration of securities issuance of listed companies and other relevant provisions to manage the raised funds and earmark the funds for special purposes.
After verification by the recommendation institution (lead underwriter), this offering complies with the non-public offering plan deliberated and approved by the issuer's board of directors and the general meeting of shareholders, and this non-public offering is
