About Ningbo Huaxiang Electronic Co.Ltd(002048)
Report on the issuance process of non-public offering shares and the compliance of subscription objects China Securities Regulatory Commission:
Approved by China Securities Regulatory Commission (hereinafter referred to as “CSRC” or “your commission”) zjxk [2021] No. 2735, Ningbo Huaxiang Electronic Co.Ltd(002048) (hereinafter referred to as ” Ningbo Huaxiang Electronic Co.Ltd(002048) “, “issuer” or “company”) issues no more than 187868194 RMB common shares (hereinafter referred to as “this offering” and “this non-public offering”) to specific investors by means of non-public offering of shares. The sponsor (lead underwriter) of this offering is Donghai Securities Co., Ltd. (hereinafter referred to as “Donghai securities”, “sponsor (lead underwriter)” The “lead underwriter”) has jointly organized and implemented this offering with the issuer in accordance with the company law, the securities law, the measures for the administration of securities issuance by 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 resolutions of the issuer’s general meeting on this offering. The issuance process and compliance of this issuance are reported as follows: I. overview of the issuance
(I) issue price
The pricing benchmark date of this non-public offering is the announcement date of the resolution of the 10th meeting of the seventh board of directors, i.e. February 9, 2021. The issuing price of the non-public offering is 12.31 yuan / share, which 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 (the average trading price of the company’s shares in the 20 trading days before the pricing benchmark date = the total stock trading volume in the 20 trading days before the pricing benchmark date / the total stock trading volume in the 20 trading days before the pricing benchmark date).
On May 20, 2021, the company held the 2020 annual general meeting of shareholders and approved the company’s 2020 profit distribution plan. The distribution plan is: the profit distribution is based on the company’s total share capital of 626227314 shares before the implementation of the plan, with a cash dividend of 0.50 yuan (tax included) per share. The equity registration date of this dividend distribution is June 10, 2021, the ex right (interest) date is June 11, 2021, and the cash dividend distribution date is June 11, 2021. Since the company implemented the profit distribution plan for 2020, according to the pricing principle of the non-public offering plan, the offering price of the non-public offering was adjusted from 12.31 yuan / share to 11.81 yuan / share.
On November 4, 2021, the company held the second extraordinary general meeting of shareholders in 2021 and approved the plan for profit distribution of the company in the first three quarters of 2021. The distribution plan is: Based on the company’s existing total share capital of 626227314 shares, the company will distribute 32 yuan (including tax) to all shareholders for every 10 shares. The equity registration date of this dividend distribution is November 22, 2021, the ex dividend date is November 23, 2021, and the cash dividend payment date is November 23, 2021. Since the company implemented the profit distribution plan for the first three quarters of 2021, according to the pricing principle of the non-public offering plan, the offering price of the non-public offering was adjusted from 11.81 yuan / share to 8.61 yuan / share.
(II) issuing object
The object of this issuance is Ningbo Fengmei Industrial Co., Ltd.
(III) issued quantity
The final number of shares issued this time is 187868194, which meets the approval requirements of the issuer’s first extraordinary general meeting of shareholders in 2021 and the requirements of “approving your company’s non-public offering of no more than 187868194 new shares” in your reply on approving Ningbo Huaxiang Electronic Co.Ltd(002048) non-public development shares (CSRC license [2021] No. 2735).
(IV) amount of raised funds
Ningbo Fengmei Industrial Co., Ltd. is the final target of this issuance, with an issuance price of 8.61 yuan / share, the number of shares issued this time is 187868194, and the total amount of funds raised this issuance is 1617545150.34 yuan, It meets the requirements that the total amount of funds raised in the resolutions of the issuer’s first extraordinary general meeting of shareholders and the tenth meeting of the seventh board of directors in 2021 shall not exceed RMB 2312.66 million.
(V) sales restriction period
The shares subscribed by the object of this non-public offering shall not be transferred within 36 months from the date of listing of the new shares.
The shares derived from the non-public offering shares of the company obtained by the issuing object due to the company’s distribution of stock dividends, conversion of capital reserve and other forms shall also comply with the above share restriction arrangements. If laws and regulations have other provisions on the sales restriction period, such provisions shall prevail.
After verification, the lead underwriter believes that the issue price, issue object, issue quantity, amount of raised funds The restricted sale period shall comply with 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 laws and regulations, as well as the provisions of the general meeting of shareholders of the Issuer on the relevant resolutions of this issuance. 2、 Relevant procedures to be performed in this offering
On February 8, 2021, the issuer held the 10th meeting of the 7th board of directors, The meeting 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 proposal on the company’s non-public development of shares, the proposal on the feasibility analysis report on the use of funds raised by non-public offering, and the proposal on the report on the use of funds raised in the previous time Proposal on diluting the immediate return of the company’s non-public Development Bank shares and taking filling measures and commitments of relevant subjects, proposal on submitting to the general meeting of shareholders to authorize the board of directors to fully handle the specific matters of this non-public Development Bank shares, proposal on the company’s shareholder return planning for the next three years (2021-2023) Proposal on signing a share subscription agreement with effective conditions between the company and Ningbo Fengmei Industrial Co., Ltd., proposal on related party transactions involving non-public development of shares of the company, proposal on submitting to the general meeting of shareholders for approval that Ningbo Fengmei Industrial Co., Ltd. is not required to issue an offer to subscribe for shares of the company, etc.
On March 31, 2021, the issuer held the first extraordinary general meeting of shareholders in 2021, which deliberated and passed the above proposal on non-public offering of shares item by item.
On August 9, 2021, the issuance Audit Committee of CSRC approved the company’s application for non-public offering of shares.
On August 25, 2021, the company received the reply on approving Ningbo Huaxiang Electronic Co.Ltd(002048) non-public development of shares (zjxk [2021] No. 2735) from China Securities Regulatory Commission. The approval date was August 19, 2021. The company was approved to issue no more than 187868194 new shares in a non-public manner.
After verification, the sponsor (lead underwriter) believes that the issuance has been deliberated and approved by the board of directors and the general meeting of shareholders of the issuer, approved by the CSRC, and fulfilled the necessary internal decision-making and external approval procedures.
3、 Specific process and situation of this non-public offering of shares
(I) issuing price, issuing object and placement obtained
On February 8, 2021, the company and Ningbo Fengmei Industrial Co., Ltd., the issuing object of the non-public offering of shares, signed the conditional effective share subscription agreement on subscribing for Ningbo Huaxiang Electronic Co.Ltd(002048) non-public offering of a shares, and made detailed agreements on the pricing principle, subscription quantity and payment method of the offering. This issue is a fixed price issue, the issue price is 8.61 yuan / share, and the final issue number is 187868194 shares. The total amount of funds raised is 1617545150.34 yuan. After deducting the relevant issuance expenses of 7855593.21 yuan (excluding tax), the net amount of funds raised is 1609689557.13 yuan, which does not exceed the scale of funds raised in the issuance plan. The issuer subscribes in cash.
The object of this issuance is Ningbo Fengmei Industrial Co., Ltd., and the issuance results are as follows:
Serial number name of issuing object number of shares (shares) subscription amount (yuan) subscription proportion
1 Ningbo Fengmei Industrial Co., Ltd. 187868194 1617545150.34 100%
Total 187868194 1617545150.34 100%
After verification, the recommendation institution (lead underwriter) believes that the pricing and placement process of this offering complies with the relevant provisions of laws, regulations and normative documents such as the measures for the administration of securities issuance of listed companies, the detailed rules for the implementation of non-public development of shares of listed companies, the measures for the administration of securities issuance and underwriting.
(II) payment and capital verification
Verified by the verification report (tjy [2021] No. 801) issued by Tianjian Certified Public Accountants (special general partnership) on December 30, 2021, as of December 28, 2021, The subscription funds deposited by Fengmei industry, the issuing object of this offering, in the designated account of Donghai securities amounted to RMB one billion six hundred and seventeen million five hundred and forty-five thousand one hundred and fifty point thirty-four (¥ 1617545150.34).
On December 29, 2021, Donghai securities transferred the balance of the above subscription amount after deducting the underwriting fee and recommendation fee to the special storage account for the raised funds designated by the company. Jingtianjian Certified Public Accountants (special)
According to the capital verification report (tjy [2021] No. 800) issued by the general partnership on December 30, 2021, the total amount of funds raised in this issuance is RMB 1617545150.34, after deducting the issuance expenses of RMB 7855593.21 (excluding tax), the net amount of funds raised is RMB 1609689557.13, including RMB 187868194.00 included in the share capital, Included in the capital reserve is RMB 1421821363.13.
After verification, the lead underwriter believes that the payment and capital verification process of this issuance comply with the relevant provisions of the measures for the administration of securities issuance of listed companies, the detailed rules for the implementation of non-public offering of shares of listed companies and the measures for the administration of securities issuance and underwriting. 4、 Verification of the objects of this non-public offering
(I) verification of the source of funds of the issuing object
The subscription funds of Fengmei industry, the object of this issuance, are all from its legitimate self owned or self raised funds. There is no external raising, holding on behalf of others or structured arrangement, and there is no direct or indirect use of the funds of the listed company and its related parties (excluding Fengmei industry) for this subscription.
After verification, the recommendation institution (lead underwriter) believes that the source of funds of the issuing object complies with the answers to some questions on refinancing business and other relevant provisions of the CSRC.
(II) verification of private placement filing of issuing objects
Ningbo Fengmei Industrial Co., Ltd. is not within the scope of private equity fund registration and filing specified in the securities investment fund law of the people’s Republic of China, the Interim Measures for the supervision and administration of private equity funds and the measures for the registration and filing of private equity fund managers (for Trial Implementation), and does not need to go through relevant private equity fund registration and filing procedures.
After verification, the sponsor (lead underwriter) believes that the issuance object is not a private investment fund and does not need to perform relevant private placement filing procedures.
(III) verification of the appropriateness of the investors of the issuing object
According to the requirements of the measures for the administration of the appropriateness of securities and futures investors and the implementation guidelines for the administration of the appropriateness of investors in securities operating institutions (for Trial Implementation), the lead underwriter has carried out investor appropriateness management on the issuing objects before the launch of this offering. The issuing object submitted relevant materials in accordance with relevant laws and regulations and the investor suitability verification requirements of the lead underwriter. The lead underwriter matched its investor classification and risk tolerance level, and the results are as follows:
Name of issuing object investor category / risk tolerance level: does the risk level match
Ningbo Fengmei Industrial Co., Ltd. is a class B professional investor
After verification, the lead underwriter believes that the investor category (risk tolerance level) of the issuance object matches the risk level of this non-public offering.
(IV) verification of the relationship between the issuing objects
The object of this non-public offering is Ningbo Fengmei Industrial Co., Ltd., which is the subject controlled by Mr. Zhou Xiaofeng, the actual controller of the company. According to the Listing Rules of Shenzhen Stock Exchange, this non-public offering constitutes a connected transaction.
After verification, the recommendation institution (lead underwriter) believes that the subscription object of this offering complies with the relevant provisions of laws, regulations and normative documents 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 so on. 5、 Information disclosure during this non-public offering
On August 9, 2021, the issuance Audit Committee of CSRC examined and approved the issuer’s application for non-public offering of a shares. The issuer announced this.
On August 25, 2021, the issuer received the reply on approving Ningbo Huaxiang Electronic Co.Ltd(002048) non-public development of shares (zjxk [2021] No. 2735) from the CSRC (the approval date is August 19, 2021). The issuer announced this.
The recommendation institution (lead underwriter) will supervise the issuer to effectively perform relevant information disclosure obligations and procedures in accordance with 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 and regulations on information disclosure. 6、 Conclusions and opinions of the sponsor (lead underwriter) on the issuance process and the compliance of the issuing object
After verification, the sponsor (lead underwriter) believes that: Ningbo Huaxiang Electronic Co.Ltd(002048) this non-public offering has fulfilled the necessary internal decision-making and external approval procedures, and the issuance process has followed the principles of fairness and impartiality, which meets the regulatory requirements of the current securities market. The pricing and stock placement process of this offering comply with the resolutions of the board of directors and the general meeting of shareholders of the issuer and the securities issuance of listed companies
