Guoyuan Securities Company Limited(000728)
About Baoxiniao Holding Co.Ltd(002154)
Verification opinions on adjusting the actual amount of funds raised for investment projects with funds raised from non-public offering of shares
Guoyuan Securities Company Limited(000728) (hereinafter referred to as " Guoyuan Securities Company Limited(000728) " and "sponsor") as a sponsor of Baoxiniao Holding Co.Ltd(002154) (hereinafter referred to as " Baoxiniao Holding Co.Ltd(002154) " and "company") non-public offering of shares, In accordance with the provisions of relevant laws, regulations and normative documents such as the measures for the administration of securities issuance and listing recommendation business, the stock listing rules of Shenzhen Stock Exchange, the guidelines for self-discipline supervision of listed companies of Shenzhen Stock Exchange No. 1 - standardized operation of listed companies on the main board, the company has verified the amount of investment projects in which the company adjusts the funds raised from non-public offering of shares, The verification opinions are as follows:
1、 Basic information of funds raised by this non-public offering
According to the reply on approving Baoxiniao Holding Co.Ltd(002154) non-public offering of shares (zjxk [2021] No. 3477) of China Securities Regulatory Commission (hereinafter referred to as "CSRC"), the company is approved to issue no more than 273170198 new shares in a non-public manner. The company actually issued 241721855 ordinary shares in RMB, with the issue price of 3.02 yuan per share. The total amount of funds raised was RMB 7300000002.10 yuan. After deducting the issuance expenses of RMB 6221860.27 yuan (excluding value-added tax), the net amount of funds raised was RMB 723778141.83 yuan. Lixin Certified Public Accountants (special general partnership) has verified the availability of funds raised from this non-public offering and issued the capital verification report (xksbz [2021] No. zf1111). The company has opened a special account to store and manage the above raised funds.
2、 Adjustment of investment amount of investment projects with raised funds
1. Investment project plan of raised funds before adjustment
The total amount of funds raised in this non-public offering shall not be less than 550 million yuan (including this amount) and not more than 824.974 million yuan (including this amount). The net amount after deducting the issuance expenses will be used for the following items:
Unit: 10000 yuan
No. project name total project investment amount of raised funds to be invested
1 enterprise digital transformation project 25500.00 23500.00
2 R & D center expansion project 10415.00 9297.40
3. Supplementary working capital 53000.00 49700.00
Total 88915.00 82497.40
2. Investment projects of raised funds after adjustment
The actual net fund raised in this non-public offering is 723778141.83 yuan, which is less than the planned investment amount of the raised funds. The company decides to adjust the investment amount of the raised investment projects according to the actual net fund raised and in combination with the situation of the raised investment projects. The insufficient part of the raised funds shall be solved by the company with its own funds. The company makes the following adjustments to the amount of raised funds to be invested in the investment project with raised funds:
Unit: 10000 yuan
No. project name total project investment amount of raised funds to be invested
1 enterprise digital transformation project 25500.00 18380.41
2 R & D center expansion project 10415.00 4297.40
3. Supplementary working capital 53000.00 49700.00
Total 88915.00 72377.81
3、 The impact of this adjustment on the use plan of some raised funds
The adjustment of the amount of raised funds to be invested in the non-public offering stock investment project is a prudent decision made according to the actual raised funds of the company. There is no change in the implementation content of the raised funds investment project, no change in the investment direction of the raised funds in a disguised manner, which will damage the interests of other shareholders, especially small and medium-sized shareholders, and will not have a substantive impact on the implementation of the raised funds investment project. The adjustment of the amount of raised funds to be invested in the non-public offering stock raising investment project will not affect the normal production and operation of the company, and the subsequent company will orderly promote the implementation of the raising investment project.
4、 The company's review procedures and opinions on the adjustment of the investment amount of the project invested by the raised funds
1. Deliberations of the board of directors
The company held the 18th meeting of the 7th board of directors on January 19, 2022, deliberated and adopted the proposal on adjusting the actual amount of raised funds invested in non-public development bank stock raised funds investment projects, and agreed that the company should adjust the amount of raised funds invested in projects according to the actual net amount of raised funds and in combination with the conditions of raised investment projects.
2. Deliberations of the board of supervisors
The company held the 14th meeting of the 7th board of supervisors on January 19, 2022, which deliberated and passed the proposal on adjusting the actual amount of funds raised for investment projects raised by non-public development banks. The board of supervisors held that the relevant approval procedures for adjusting the amount of funds raised for investment projects raised by non-public offering were in compliance and effective, There is no disguised change in the purpose of the raised funds and damage to the interests of shareholders, which is in line with the relevant provisions of the guidelines for self discipline supervision of listed companies of Shenzhen Stock Exchange No. 1 - standardized operation of listed companies on the main board, is in line with the interests of the company and all shareholders, and is conducive to the production, operation and long-term development of the company. The board of supervisors approved the company to adjust the investment amount of the investment project raised by the non-public offering of shares.
3. Opinions of independent directors
The independent directors of the company believe that: in view of the actual situation of the company's non-public offering of shares, the company has decided to adjust the actual amount of funds raised for the investment project of funds raised from the non-public offering of shares, and the adjustment has performed the necessary deliberation procedures, which is in line with the relevant provisions of China Securities Regulatory Commission and Shenzhen Stock Exchange on the management of funds raised by listed companies, There is no change in the investment direction of raised funds and damage to the interests of shareholders. Therefore, it is agreed that the company will adjust the actual amount of funds raised for the investment project raised by the non-public offering of shares. 5、 Verification opinions of the recommendation institution
After verification, the recommendation institution believes that:
According to the actual situation of this non-public offering of shares, the company decided to adjust the actual investment amount of the investment project raised by non-public offering of shares, which has been deliberated and approved by the board of directors and the board of supervisors. The independent directors have expressed their explicit consent and fulfilled the necessary approval procedures, It complies with the requirements of the guidelines for the supervision of listed companies No. 2 - regulatory requirements for the management and use of raised funds by listed companies, the stock listing rules of Shenzhen Stock Exchange, and the guidelines for the self discipline supervision of listed companies of Shenzhen Stock Exchange No. 1 - standardized operation of listed companies on the main board, and there is no damage to the interests of investors. The recommendation institution has no objection to the company's adjustment of the actual investment amount of the investment project raised by the non-public offering of shares.
(no text below)
