Ningbo Huaxiang Electronic Co.Ltd(002048)
Non public offering report and listing announcement
Sponsor (lead underwriter)
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 this issuance report and listing announcement, and bear individual and joint legal liabilities for its authenticity, accuracy and completeness. Signature of director:
Zhou Xiaofeng, Wang Shiping, Li Jinghua
Liu Tiefan, Yang Shaojie
Issuer: Ningbo Huaxiang Electronic Co.Ltd(002048) January 18, 2022
hot tip
1、 Number and price of shares issued
Number of shares issued: 187868194 shares
Issuing stock price: 8.61 yuan / share
Total funds raised: 1617545150.34 yuan
Net amount of raised funds: 1609689557.13 yuan
2、 Listing time of the issued shares
Number of shares listed: 187868194
Stock listing time: on January 20, 2022, on the first day of listing of new shares, the company’s share price does not ex right, and the stock trading is subject to rise and fall restrictions. 3、 The issuing object and restricted period
Number of shares subscribed this time serial number name of issuing object number of shares (shares) allocated amount (yuan) proportion in total share capital after issuance
1 Ningbo Fengmei Industrial Co., Ltd. 187868194 1617545150.34 23.08%
According to the relevant provisions of China Securities Regulatory Commission and Shenzhen Stock Exchange, the sales restriction period of shares allocated to Fengmei industry is 36 months, which shall be calculated from the date of listing of the new shares. After the end of the restricted sale period, the transfer of the shares subscribed by the issuing object will be implemented in accordance with the company law of the people’s Republic of China and other relevant laws and regulations, as well as the relevant provisions of the CSRC and Shenzhen Stock Exchange. 4、 Ownership structure
After the issuance, the equity distribution of the company meets the listing conditions specified in the stock listing rules of Shenzhen Stock Exchange.
5、 Asset transfer and bond transfer
The issuing object of this offering is subscribed in cash and does not involve asset transfer and debt transfer.
catalogue
All directors of the issuer declare that 1 special tips two
1、 Number and price of shares issued two
2、 The listing time of the shares issued this time two
3、 The issuing object and restricted period two
4、 Ownership structure two
5、 Asset transfer and bond transfer 3 catalog 4 interpretation Section 1 basic information of this offering seven
1、 Basic information of the issuer seven
2、 Relevant procedures for the performance of this non-public offering seven
3、 Basic information of this offering nine
4、 Basic information of the issuing object eleven
5、 Relevant institutions of this issuance Section II relevant information of the company before and after this offering fifteen
1、 Changes 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 non-public offering on the company Section III financial accounting information and management discussion and Analysis twenty
1、 Main financial data and financial indicators twenty
2、 Management discussion and Analysis Section 4 Application of the raised funds twenty-five
1、 The use plan of the raised funds twenty-five
2、 Special account management of raised funds Section V listing of new shares twenty-six
1、 Approval for listing of new shares twenty-six
2、 Basic information of new shares twenty-six
3、 Listing time of new shares twenty-six
4、 Restrictions on the sale of new shares Section VI concluding comments on compliance, main contents of recommendation agreement and listing recommendation twenty-seven
1、 Conclusion on the compliance of the recommendation institution (lead underwriter) twenty-seven
2、 Compliance conclusions of the issuer’s lawyers twenty-seven
3、 Main contents of the sponsorship agreement twenty-seven
4、 Listing recommendation opinions of the sponsor 28 Section VII statement on intermediaries 29 Section VIII documents for future reference thirty-three
interpretation
In this announcement, unless the context otherwise requires, the following words have the following meanings: issuer, company, listed company, refers to Ningbo Huaxiang Electronic Co.Ltd(002048) Ningbo Huaxiang Electronic Co.Ltd(002048)
Donghai securities refers to Donghai Securities Co., Ltd
Auditor / Accountant refers to Tianjian Certified Public Accountants (special general partnership)
The issuer’s lawyer / lawyer refers to Shanghai jintiancheng law firm
Capital verification institution refers to Tianjian Certified Public Accountants (special general partnership)
Fengmei industry refers to Ningbo Fengmei Industry Co., Ltd
Yuan, ten thousand yuan and one hundred million yuan refer to RMB, ten thousand yuan and one hundred million yuan
General meeting means Ningbo Huaxiang Electronic Co.Ltd(002048) general meeting of shareholders
Board of directors means the Ningbo Huaxiang Electronic Co.Ltd(002048) board of directors
Board of supervisors means the Ningbo Huaxiang Electronic Co.Ltd(002048) board of supervisors
Company law means the company law of the people’s Republic of China
Securities Law means the securities law of the people’s Republic of China
CSRC refers to the China Securities Regulatory Commission
Shenzhen stock exchange refers to Shenzhen Stock Exchange
CSDCC Shenzhen branch refers to the Shenzhen Branch of China Securities Depository and Clearing Co., Ltd
This offering / this non-public offering refers to Ningbo Huaxiang Electronic Co.Ltd(002048) non-public offering of a shares
/This non-public offering
The pricing benchmark date refers to the announcement date of the resolution of the 10th meeting of the seventh board of directors, i.e. February 9, 2021
Trading day refers to the normal trading day of Shenzhen Stock Exchange
The summary data listed in this announcement may be slightly different from the results calculated based on the relevant single data listed in the report due to rounding.
Section I basic information of this offering
1、 Basic information of the issuer
Company name Ningbo Huaxiang Electronic Co.Ltd(002048)
English Name: Ningbo Huaxiang Electronic Co., Ltd
Registered capital (before this offering) RMB 6227314.00
Legal representative: Zhou Xiaofeng
Date of establishment: September 26, 1988
Shenzhen stock exchange where the shares are listed
Stock abbreviation and code Ningbo Huaxiang Electronic Co.Ltd(002048) , 002048
Listing date: June 3, 2005
Registered address: Xiangxi Development Zone, Xizhou Town, Xiangshan County, Zhejiang Province
Registered address postal code 315722
Office address: 6 / F, building a, Oriental Financial Plaza, 1168 Century Avenue, Pudong New Area, Shanghai
Office address postal code 200122
Secretary of the board of directors Han Mingyang
Tel: 021-68949998
Fax 021-68942260
Company website http://www.nbhx.com.cn./
Email: stock- [email protected].
Manufacturing and processing of auto and motorcycle spare parts, electronic products, molds, instruments and instruments; Wholesale and retail of metal materials, building and decoration materials, hardware and electricity; Business scope: house leasing and equipment leasing; Information technology consulting services; Wholesale of auto parts; Operate the export business of the self-produced products of the enterprise and the import business of mechanical equipment, spare parts and raw and auxiliary materials required by the enterprise, except for the commodities and technologies limited or prohibited by the state.
2、 Relevant procedures for the performance of this non-public offering
(I) internal decision-making procedures performed by the issuer
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.
(II) audit process of regulatory authorities
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 offering of shares (zjxk [2021] No. 2735) from the 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.
(III) raised funds and capital verification
The actual number of shares issued this time is 187868194, and the issue price is 8.61 yuan / share. As of December 28, 2021, Fengmei industry, the issuing object of this offering, has remitted the full subscription funds to the designated account of Donghai securities, the main underwriter. 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. Verified by the capital verification report (tjy [2021] No. 800) issued by Tianjian Certified Public Accountants (special 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
