Dongguan Securities Co., Ltd
About Bear Electric Appliance Co.Ltd(002959)
Verification opinions on capital increase of wholly-owned subsidiaries with raised funds
Dongguan Securities Co., Ltd. (hereinafter referred to as “sponsor” or “Dongguan securities”) is a sponsor of initial public offering and listing of Bear Electric Appliance Co.Ltd(002959) (hereinafter referred to as ” Bear Electric Appliance Co.Ltd(002959) ” or “company”), In accordance with the measures for the administration of securities issuance and listing recommendation business, the guidelines for the supervision of listed companies No. 2 – regulatory requirements for the management and use of raised funds by listed companies, and the guidelines for the self-discipline supervision of listed companies No. 1 – standardized operation of listed companies on the main board of Shenzhen Stock Exchange, The capital increase of Bear Electric Appliance Co.Ltd(002959) wholly-owned subsidiaries with raised funds was verified. The verification results and verification opinions are as follows: I. Basic information of raised funds
Approved by the reply on Bear Electric Appliance Co.Ltd(002959) initial public offering of shares (zjxk [2019] No. 1278) of China Securities Regulatory Commission, Bear Electric Appliance Co.Ltd(002959) initial public offering of 30 million common shares at an issue price of 34.25 yuan / share, the total amount of raised funds is 1027500000.00 yuan, and the issuance fee excluding tax is 90688066.04 yuan, The net amount of actually raised funds is 936811933.96 yuan, and the above raised funds have been verified and confirmed by the capital verification report “xyzh / 2019gza10668” issued by ShineWing Certified Public Accountants (special general partnership) on August 20, 2019. The company has stored the raised funds in a special account. The company plans to invest in the following projects after deducting the issuance expenses from the total amount of funds raised from the initial public offering of shares:
No. project name total amount of committed investment of raised funds of the implementing entity (10000 yuan)
1 Bear Electric Appliance Co.Ltd(002959) production and construction of creative small household appliances (Daliang wuxiaoxiong marketing 40484.87)
Sand) project
2 Bear Electric Appliance Co.Ltd(002959) smart home appliance manufacturing base project Xiaoxiong smart 31313.02
3 Bear Electric Appliance Co.Ltd(002959) production and construction of creative small household appliances (Jun’an) Bear Electric Appliance Co.Ltd(002959) 15877.96
project
4 Bear Electric Appliance Co.Ltd(002959) R & D center construction project Xiaoxiong intelligent 3679.92
5 Bear Electric Appliance Co.Ltd(002959) information construction project Bear Electric Appliance Co.Ltd(002959) 2325.42
Total 93681.19
On January 14, 2022, the company held the first extraordinary general meeting of shareholders in 2022, The Customs establishment (Daliang Wusha) project (hereinafter referred to as “Daliang Wusha project”) was reviewed and approved, and the remaining raised funds of 260.1317 million yuan and the net amount of bank interest and wealth management income generated after deducting handling fees were invested into the “creative small household appliances (Leliu) base project” (hereinafter referred to as “Leliu base project”) 。 After this change, the details of the investment projects raised by the company’s initial public offering are as follows:
Committed investment of raised funds as of December 2021 No. project name total investment of implementation subject (RMB 10000) total investment as of December 31 (RMB 10000)
1 Bear Electric Appliance Co.Ltd(002959) creative small household appliance production and construction bear marketing 16879.41 16879.41
Design (Daliang Wusha) project
2 Bear Electric Appliance Co.Ltd(002959) smart home appliance manufacturing base Xiaoxiong smart 31313.02 25444.07
Land project
3 Bear Electric Appliance Co.Ltd(002959) creative small household appliance production construction Bear Electric Appliance Co.Ltd(002959) 15877.96 6393.42
Design (Junan) project
4 Bear Electric Appliance Co.Ltd(002959) R & D center construction project Xiaoxiong intelligent 3679.92 1773.28
5 Bear Electric Appliance Co.Ltd(002959) information construction project Bear Electric Appliance Co.Ltd(002959) 2325.42 2336.93
6. Xiaoxiong technology 26013.17 0.00 of creative small household appliances (Leliu) base project
Total 96088.90 52827.11
Note: the committed investment amount of the raised funds after the change includes the bank interest and financial income generated from the raised funds of Daliang Wusha project as of December 28, 2021. Xiaoxiong technology is a wholly-owned subsidiary of the company, Guangdong Xiaoxiong Technology Co., Ltd. (hereinafter referred to as “Xiaoxiong technology”).
2、 Capital increase of wholly-owned subsidiaries with raised funds this time
In order to meet the capital demand for the construction of Leliu base project, the company plans to use the raised funds to increase the capital of Xiaoxiong technology, a wholly-owned subsidiary. The investment amount is the remaining raised funds of Daliang Wusha project of 260.1317 million yuan and its bank interest (the specific amount is subject to the actual transfer date), of which the registered capital of Xiaoxiong technology is 190 million yuan, The rest of the funds will go into the capital reserve. After the capital increase, the registered capital and paid in capital of Xiaoxiong technology are changed from RMB 10 million to RMB 200 million, and the company still holds 100% of its equity. All the above raised funds will be used for the fund-raising investment project with Xiaoxiong technology as the implementation subject, that is, the “creative small household appliances (Leliu) base project”.
This capital increase does not constitute a connected transaction, nor does it constitute a major asset reorganization specified in the measures for the administration of major asset reorganization of listed companies, and does not need to be submitted to the general meeting of shareholders of the company for deliberation.
3、 Basic information of the capital increase object
Enterprise name: Guangdong Xiaoxiong Technology Co., Ltd
Date of establishment: July 3, 2002
Registered address: Fu’an Industrial Zone, Leliu Town, Shunde District, Foshan City
Legal representative: Zhou Zhishu
Registered capital: RMB 10 million
Main business: R & D, design, manufacturing and sales: household appliances, electronic products and their accessories, maternal, infant and children’s products, daily necessities; Import and export of goods or technologies (excluding those prohibited by the state or involving administrative examination and approval). (for projects subject to approval according to law, business activities can be carried out only after approval by relevant departments)
Relationship with the company: it is a wholly-owned subsidiary of the company, and the company holds 100% equity
The main financial indicators are as follows:
Unit: Yuan
End of 2020 (audited) end of September 2021 (Unaudited)
Total assets 15409699.33 47572502.99
Total liabilities 411873.89 34483649.24
Net assets 14997825.44 13088853.75
Project 2020 (audited) January September 2021 (Unaudited)
Operating income 4354852.81 1737838.57
Net profit -189730.25 -1908971.69
4、 Purpose, existing risks and impact on the company of this capital increase
1. The capital increase of the company is the need of the actual construction and business development of the investment projects with raised funds, which is conducive to ensuring the smooth implementation of the investment projects with raised funds. This capital increase does not change the investment direction and project construction content of the raised funds, will not have an adverse impact on the company’s financial and operating conditions, and will not damage the interests of the company and all shareholders.
2. Before the implementation of the investment project, although the company has carefully calculated and judged the follow-up operation status of relevant businesses and has good development prospects, due to the uncertainty of macroeconomic operation and industrial market environment, there are certain uncertainties in the completion time and implementation effect of the construction plan of the investment project with raised funds. Please pay attention to investment risks.
5、 Management of raised funds after capital increase
According to the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 1 – standardized operation of listed companies on the main board and the relevant provisions of the measures for the management of raised funds formulated by listed companies, the company and its wholly-owned subsidiary Xiaoxiong technology and the sponsor Dongguan securities will sign the four party supervision agreement on the storage of raised funds with the opening bank of the special account for raised funds respectively, The agreement specifies the relevant responsibilities and obligations of the company, the sponsor and the deposit bank.
After this capital increase, the capital increase funds will be deposited in the special account for raised funds, and the company and Xiaoxiong technology, a wholly-owned subsidiary of the company, will use the raised funds in strict accordance with the requirements of relevant laws, regulations and normative documents. The company will timely perform the obligation of information disclosure in strict accordance with the provisions and requirements of relevant laws according to the progress of relevant matters.
6、 Deliberations
On January 14, 2022, the 11th meeting of the second board of directors and the 11th meeting of the second board of supervisors deliberated and adopted the proposal on capital increase of wholly-owned subsidiaries with raised funds, and the independent directors of the company expressed explicit consent. This proposal does not need to be submitted to the general meeting of shareholders for deliberation. The specific deliberations are as follows: (I) opinions of the board of directors
After verification, the board of Directors believes that in order to meet the capital demand for the construction of “creative small household appliances (Leliu) base project”, the company plans to use the raised funds to increase the capital of its implementation subject Guangdong Xiaoxiong Technology Co., Ltd. After the capital increase, the registered capital and paid in capital of Guangdong Xiaoxiong Technology Co., Ltd. were changed from RMB 10 million to RMB 200 million, and the company still holds 100% of its equity. The company’s use of the raised funds to increase the capital of the implementation subject of the raised investment project is conducive to the smooth implementation of the raised funds investment project, meets the use plan of the raised funds and the needs of the company’s business development, and does not damage the interests of the company and all shareholders.
(II) deliberation opinions of the board of supervisors
After verification, the board of supervisors believes that the company’s use of the raised funds to increase the capital of the implementation subject of the raised investment project is conducive to the smooth implementation of the raised funds investment project, meets the use plan of the raised funds and the needs of the company’s business development, and does not damage the interests of the company and all shareholders, Its decision-making procedures comply with the relevant provisions and requirements of the measures for the administration of securities issuance and listing recommendation business, the guidelines for the supervision of listed companies No. 2 – regulatory requirements for the management and use of raised funds by listed companies, and the guidelines for the self-discipline supervision of listed companies No. 1 – regulatory operation of listed companies on the main board of Shenzhen Stock Exchange.
(III) opinions of independent directors
After verification, the independent directors of the company believe that the company’s use of the raised funds to increase the capital of the implementation subject of the raised investment project meets the actual operation needs of the raised funds investment project, and is conducive to improving the management efficiency and steadily promoting the implementation process of the raised funds investment project. The above matters have fulfilled the necessary decision-making procedures, have not changed the investment direction of the raised funds in a disguised form, will not have a material impact on the implementation of the investment projects with the raised funds, and there is no behavior damaging the interests of the company and minority shareholders, It complies with the relevant provisions of the measures for the administration of securities issuance and listing recommendation business, the guidelines for the supervision of listed companies No. 2 – regulatory requirements for the management and use of raised funds by listed companies, and the guidelines for the self-discipline supervision of listed companies No. 1 – standardized operation of listed companies on the main board of Shenzhen Stock Exchange. We agree that the company will use the raised funds to increase the capital of its wholly-owned subsidiary.
7、 Verification opinions of the recommendation institution
After verification, Dongguan Securities believes that the company’s use of the raised funds to increase the capital of the implementation subject of the raised investment project has been deliberated and adopted at the 11th meeting of the second board of directors and the 11th meeting of the second board of supervisors. The independent directors of the company have expressed their consent opinions, fulfilled the necessary approval procedures and complied with the provisions of relevant laws and regulations.
The company’s use of the raised funds to increase the capital of the implementation subject of the raised investment project complies with the relevant provisions of the measures for the administration of securities issuance and listing recommendation business, the guidelines for the supervision of listed companies No. 2 – regulatory requirements for the management and use of raised funds by listed companies, and the guidelines for the self-discipline supervision of listed companies on Shenzhen Stock Exchange No. 1 – standardized operation of listed companies on the main board. The recommendation institution has no objection to the company’s use of the raised funds to increase the capital of the implementation subject of the raised investment project.
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