Securities code: 002154 securities abbreviation: Baoxiniao Holding Co.Ltd(002154) Announcement No.: 2022-004 Baoxiniao Holding Co.Ltd(002154)
On adjusting the investment projects of funds raised by non-public offering of shares
Announcement of actual investment amount of raised funds
The company and all members of the board of directors guarantee that the information disclosed is true, accurate and complete without false records, misleading statements or major omissions.
Baoxiniao Holding Co.Ltd(002154) (hereinafter referred to as “the company”) held the 18th meeting of the 7th board of directors and the 14th meeting of the 7th board of supervisors on January 19, 2022. The meeting deliberated and adopted the proposal on adjusting the actual amount of funds raised for investment projects raised by non-public offering of shares. According to the authorization of the proposal on requesting the general meeting of shareholders to authorize the board of directors to fully handle matters related to the non-public offering of shares, which was deliberated and adopted at the third extraordinary general meeting of shareholders in 2021, the revised issuance plan will come into force after being deliberated and approved by the board of directors of the company and does not need to be submitted to the general meeting of shareholders for deliberation. The relevant information is hereby announced as follows:
1、 Basic information of raised funds
According to the reply on approving Baoxiniao Holding Co.Ltd(002154) non-public offering of shares (zjxk [2021] No. 3477) issued by China Securities Regulatory Commission, the company is approved to issue no more than 273170198 new shares. The company actually issued 241721855 ordinary shares in RMB, the issue price per share was 3.02 yuan, the total amount of funds raised was 7300000002.10 yuan, after deducting the issuance expenses of 6221860.27 yuan (excluding value-added tax), the net amount of funds raised was 723778141.83 yuan, of which the registered capital was 241721855.00 yuan, The capital premium is RMB 482056286.83. The above funds were in place on December 24, 2021, which was verified by Lixin Certified Public Accountants (special general partnership) and issued the capital verification report of “Xin Kuai Shi Bao Zi [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
According to the company’s 2021 plan for non-public offering of shares (revised three times), the total amount of funds raised in this issuance 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
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
As the net amount of funds actually raised from the non-public offering of shares is 723778141.83 yuan, which is less than the amount to be invested by the raised funds, the company decides to adjust the investment amount of the raised investment projects according to the actual net amount of funds 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
After the adjustment of serial number project name, the total amount of investment is adjusted.
Proposed investment amount of raised funds
1 enterprise digital transformation project 25500.00 23500.00 18380.41
2 R & D center expansion project 10415.00 9297.40 4297.40
3. Supplementary working capital 53000.00 49700.00 49700.00
Total 88915.00 82497.40 72377.81
3、 Opinions of independent directors, board of supervisors and recommendation institutions
(I) opinions of independent directors
After verification, we 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 raised by the non-public offering of shares, and the adjustment has performed the necessary deliberation procedures, which is in line with the relevant provisions of the CSRC 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.
(II) opinions of the board of supervisors
After deliberation, the board of supervisors held that the relevant approval procedures for the adjustment of the investment amount of non-public offering fund-raising investment projects were compliant and effective, there was no disguised change in the purpose of the raised funds and damage to the interests of shareholders, and complied 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, It conforms to 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.
(III) verification opinions of the recommendation institution
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.
4、 Documents for future reference
1. Resolutions of the 18th meeting of the 7th board of directors;
2. Resolutions of the 14th meeting of the 7th board of supervisors;
3. Independent opinions of independent directors on matters related to the 18th meeting of the seventh board of directors of the company;
4. Guoyuan Securities Company Limited(000728) verification opinions on Baoxiniao Holding Co.Ltd(002154) adjusting the actual amount of raised funds invested in non-public development bank stock raised funds investment projects.
It is hereby announced.
Baoxiniao Holding Co.Ltd(002154)
Board of directors
January 21, 2022
