Non public offering of shares
Issuance report
Sponsor (lead underwriter):
(No. 689, Guangdong Road, Shanghai)
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:
Jin Wenping, Feng kaimenglei
Ma Huameng, Zhang Bo, Wang Bin
Li Bingxiang, Wang Zhouhu, Li Cheng
Xi'An Catering Co.Ltd(000721) January 10, 2022
catalogue
All directors of the issuer declare that 2 catalog 3 interpretation Section 1 basic information of this offering six
1、 Basic information of the issuer six
2、 Relevant procedures for the performance of this non-public offering seven
3、 Basic information of this offering nine
4、 Overview of the issuing object eleven
5、 Relevant institutions of this offering twelve
Section II relevant information of the company before and after the issuance fifteen
1、 Comparison of the top ten shareholders before and after this offering fifteen
2、 Changes in shareholding of directors, supervisors and senior managers sixteen
3、 The impact of this offering on the company Section III concluding comments of the sponsor (lead underwriter) on the process of this non-public offering and the compliance of the issuing object Section IV concluding comments of the issuer's lawyer on the process of this non-public offering and the compliance of the issuing object 19 Section V statement on intermediaries twenty
1、 The sponsor (lead underwriter) declares that twenty
2、 The law firm declares that twenty-one
3、 Auditor's statement twenty-two
4、 The capital verification agency declares that twenty-three
Section VI documents for future reference twenty-four
1、 Documents for future reference twenty-four
2、 Query location twenty-four
3、 Query time twenty-four
interpretation
In this report, unless the context otherwise requires, the following words have the following meanings: issuer, listed company, Xi'an refers to Xi'An Catering Co.Ltd(000721) catering, company, controlling shareholder of the company, Xi'An Tourism Co.Ltd(000610) group refers to Xi'An Tourism Co.Ltd(000610) group limited liability company
CSRC refers to the China Securities Regulatory Commission
The end of each reporting period refers to the end of 2018, 2019, 2020 and September 2021
During the reporting period, the last three years and the first period refer to 2018, 2019, 2020 and January September 2021
This issuance and this non-public development refer to the behavior that Xi'An Catering Co.Ltd(000721) intends to issue RMB ordinary shares (A shares) in a non-public offering
Sponsor (lead underwriter) refers to Haitong Securities Company Limited(600837) sponsor and Haitong Securities Company Limited(600837)
The lawyer of the issuer refers to Shaanxi jindy law firm
Accountant of the issuer and Sigmar refers to the accountant of Sigmar Certified Public Accountants (special general partnership)
A share refers to the ordinary shares of the company listed on Shenzhen stock exchange with a par value of RMB 1.00 per share
Yuan, ten thousand yuan and one hundred million yuan refer to RMB yuan, ten thousand yuan and one hundred million yuan
Note: any discrepancy between the total and the mantissa of the sum of the sub item values in this report is caused by rounding.
Section I basic information of this offering
1、 Basic information of the issuer
Company name Xi'An Catering Co.Ltd(000721)
English Name: Xi'an Catering Co., Ltd
Legal representative: Jin Wenping
Registered capital: 499055920 yuan
Date of establishment: December 31, 1996
Registered address: 7 / F, Xiying building, No. 508, Xiying Road, Qujiang New District, Xi'an
Office address: 7 / F, Xiying building, No. 508, Xiying Road, Qujiang New District, Xi'an
Stock Code: 000721
Stock abbreviation Xi'An Catering Co.Ltd(000721)
Shenzhen stock exchange where the shares are listed
Meng Lei, Secretary of the board of directors
Tel: 029-82065865, 029-82065877
Mailbox [email protected]. 、 [email protected]. 、 [email protected].
Website http://www.chizhuanxian.com.
General items: Catering Management; Brand management; Food sales (only pre packaged food); Internet sales of food (only pre packaged food); Retail of fresh fruits; Wholesale of fresh fruits; Sales of agricultural and sideline products; estate management; Conference and exhibition services; Organize cultural and artistic exchange activities; Non residential real estate leasing; Cultural venue management services; Business training (excluding education training, vocational skill training and other training requiring permission); Leisure and sightseeing activities; Typing and copying; Office services; Parking service; Tourism development project planning consultation; Information consulting services (excluding licensed information consulting services); Primary processing of edible Shenzhen Agricultural Products Group Co.Ltd(000061) ; Wholesale of jewelry; Jewelry retail; Retail of Arts and crafts and collectibles (ivory and its products, except for business scope); Wholesale of Arts and crafts and collectibles (except ivory and its products); Production, sales, processing, transportation, storage and other related services of Shenzhen Agricultural Products Group Co.Ltd(000061) ; Marketing planning; Corporate image planning; Enterprise management consulting; business management; Experiential development activities and planning; Wholesale of daily necessities; Sales of daily necessities; Repair of household appliances; Computer and office equipment maintenance; Housekeeping services; Commercial complex management services; Food import and export; The etiquette Service; Takeout delivery service; Import and export of goods; Technology import and export; Mechanical equipment leasing.
(except for the items subject to approval according to law, carry out business activities independently according to law with the business license) licensed items: food sales; Food and Beverages; Liquor business; Small catering, miscellaneous snacks and small food workshops; Food Internet sales; Food production; Beverage production; Retail of tobacco products; Tourism business; Residential interior decoration; Accommodation services; Song and dance entertainment activities; Road freight transportation (not applicable)
(including dangerous goods); Bath service; Life beauty service; Barber Service. (for projects subject to approval according to law, business activities can be carried out only after approval by relevant departments, and the specific business projects shall be subject to the approval results)
2、 Relevant procedures for the performance of this non-public offering
(I) relevant procedures for the performance of this non-public offering
1. Review procedures of the board of directors involved in this non-public offering
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. Deliberation procedures of the general meeting of shareholders involved in this securities issuance
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 of the regulatory authority for this non-public offering
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).
(III) raised funds and capital verification
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. Sigma Certified Public Accountants (special general partnership) raised funds from the issuer
The receipt of the raised funds in the special account was verified. On January 5, 2022, Sigmar Certified Public Accountants (special general partnership) made a statement on the issuer's non-public offering
