Securities code: 002154 securities abbreviation: Baoxiniao Holding Co.Ltd(002154) Announcement No.: 2022-006 Baoxiniao Holding Co.Ltd(002154)
Announcement on using raised funds to replace early investment
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 replacing early investment with raised funds. 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”.
In accordance with the requirements of relevant laws and regulations, the company has standardized the management and use of the raised funds, opened a special account for the raised funds, and managed the storage of the raised funds in a special account, all of which are stored in the special account for the raised funds. The company has signed the tripartite supervision agreement on raised funds with the sponsor and the bank storing the raised funds.
2、 Replacement of self raised funds and issuance fees for projects invested with raised funds in advance
(I) replacement of self raised funds invested in projects with raised funds in advance
According to the resolution of the company’s third extraordinary general meeting in 2021, the raised funds will be used for “enterprise digital transformation project”, “R & D center expansion project” and supplementary working capital after deducting the expenses related to the issuance.
Before the funds raised from this non-public offering are in place, the company will invest in advance with self raised funds according to the actual situation of the project progress, and replace them in accordance with the procedures specified in relevant laws and regulations after the raised funds are in place. As of January 19, 2022, the actual investment amount of the company’s self raised funds invested in the raised investment projects in advance is RMB 11.3757 million. According to the relevant regulations of China Securities Regulatory Commission and Shenzhen Stock Exchange, the company plans to replace the self raised funds invested in the raised investment projects in advance with the raised funds of RMB 11.3757 million. The details are as follows:
Unit: RMB 10000
No. project name raised funds to be invested self raised funds to be invested in advance the amount of raised funds to be replaced
1 enterprise digital transformation project 18380.41 840.09 840.092 R & D center expansion project 4297.40 297.48 297.48 total 22677.81 1137.57 1137.57
(II) replacement of early investment in issuance fees with raised funds
The total issuance expenses of the raised funds are RMB 6221900 (excluding tax). Before the raised funds are in place, the issuance expenses paid by the company with self raised funds are RMB 2646400 (excluding tax), and the investment amount of the raised funds to be replaced by the company is RMB 2646400. The details are as follows:
Unit: RMB 10000
Category amount description
Sponsor and underwriting fee 100.00 self raised fund payment
Audit and verification fee 75.47 self raised fund payment
Lawyer’s fee 37.74 paid with self raised funds
Issuance handling fees and other expenses 51.43 paid with self raised funds
Total 264.64
3、 Implementation of replacement of early investment with raised funds
The company has made arrangements for the replacement of early investment by raised funds in the company’s plan for non-public development of shares in 2021 (three revised drafts), That is, “before the funds raised by this non-public offering are in place, the listed company can invest in advance with its own funds or self raised funds according to the actual progress of the raised investment project, and replace them according to the relevant procedures after the raised funds are in place.” In order to ensure the smooth implementation of the project for the use of funds raised by the company’s non-public offering of common shares, as of January 19, 2022 (the signing date of the tripartite supervision agreement for raised funds), the company has invested RMB 11.3757 million in the project for the use of raised funds with self raised funds according to the actual situation, The company plans to use the raised funds of RMB 11.3757 million to replace the early invested funds; The issuance fee of RMB 2.464 million will be paid in advance with self raised funds. The company plans to use the raised funds of RMB 2.464 million to replace the previously paid issuance fee.
The company’s replacement of early-stage investment with raised funds this time will not affect the normal implementation of the raised funds project, and there is no situation of changing the purpose of the company’s raised funds in a disguised manner, which meets the needs of the company’s operation and development, and the replacement time is less than 6 months from the arrival time of raised funds, Comply with the regulatory requirements for the management and use of raised funds by listed companies (revised in 2022) and the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 1 – standardized operation of listed companies on the main board and other relevant laws and regulations and normative documents.
4、 Review and approval procedures and relevant opinions
(I) deliberations of the board of directors
The company held the 18th meeting of the 7th board of directors on January 19, 2022, which deliberated and passed the proposal on replacing the early investment with the raised funds. The board of directors agreed that the company would replace the self owned funds and the early paid issuance fees of the projects using the raised funds with the raised funds of RMB 11375700 and RMB 2646400 respectively.
(II) deliberations of the board of supervisors
The company held the 14th meeting of the 7th board of supervisors on January 19, 2022, deliberated and adopted the proposal on replacing early investment with raised funds.
After deliberation, the board of supervisors held that: the company’s use of the raised funds to replace the self raised funds invested in the raised funds investment projects in advance is in line with the implementation plan of the raised funds investment projects, does not affect the normal progress of the raised funds investment projects, and there is no change in the purpose of the raised funds in a disguised form; The replacement time is less than 6 months from the arrival time of the raised funds, complies with the provisions of relevant laws, regulations and normative documents, and has performed the specified procedures. It is agreed that the company will use 11.3757 million yuan of raised funds to replace the self raised funds of the same amount invested in the projects raised in advance, and use 2.6464 million yuan of raised funds to replace the self raised funds paid in advance.
(III) opinions of independent directors
This time, the company will replace the self raised funds invested in the raised investment projects in advance with the raised funds, which is conducive to improving the use efficiency of funds and in line with the interests of all shareholders. The relevant procedures comply with the guidelines for the supervision of listed companies No. 2 – regulatory requirements for the management and use of raised funds of listed companies, the management system of raised funds of the company and other relevant provisions of the CSRC, do not conflict with the implementation plan of the company’s investment projects with raised funds, and do not affect the normal implementation of investment projects with raised funds, Nor does it change the purpose of the raised funds in a disguised form and damage the interests of shareholders. We agree that the company will use the raised funds of 11.3757 million yuan to replace the self raised funds of 11.3757 million yuan invested in the project in advance, and use the raised funds of 2.464 million yuan to replace the self raised funds paid in advance. (IV) certified public accountant’s issuance of assurance report
After the verification report on Baoxiniao Holding Co.Ltd(002154) replacing self raised funds invested in raised investment projects in advance and paid issuance expenses with raised funds [Xin Kuai Shi Bao Zi (2022) zf10008] issued by Lixin Certified Public Accountants (special general partnership), The special instructions on replacing self raised funds invested in pre raised projects and paid issuance expenses with raised funds prepared by the management of the company comply with the regulatory guidelines for listed companies No. 2 – regulatory requirements for the management and use of raised funds of listed companies (revised in 2022) and The provisions of self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 1 – standardized operation of listed companies on the main board and relevant format guidelines truthfully reflect the actual situation of the company’s self raised funds invested in the investment projects of raised funds and paid issuance expenses in advance with self raised funds as of January 19, 2022.
(V) opinions of the recommendation institution
After verification, the sponsor believes that the company’s use of the raised funds to replace the self raised funds that have been invested in the raised investment projects and paid issuance expenses has been deliberated and approved by the board of directors and the board of supervisors of the company, the independent directors have expressed their independent opinions, and Lixin Certified Public Accountants (special general partnership) has issued an assurance report on the above matters, Necessary approval procedures have been performed. The replacement time of the company’s raised funds is less than six months from the arrival time of the raised funds, which is in line with the measures for the administration of securities issuance and listing recommendation business, the stock listing rules of Shenzhen Stock Exchange, and the guidelines for self discipline supervision of listed companies of Shenzhen Stock Exchange No. 1 – standardized operation of listed companies on the main board Regulatory guidelines for listed companies No. 2 – regulatory requirements for the management and use of raised funds by listed companies and other relevant provisions. Before the raised funds are in place, the company invests in the raised projects with self raised funds in order to ensure the normal progress of the raised projects and meet the needs of the company’s operation and development. After the raised funds are in place, replacing the self raised funds invested in the raised investment projects in advance and paid the issuance expenses with the raised funds complies with the provisions of laws and regulations and the relevant arrangements of the issuance application documents, does not affect the normal implementation of the raised capital investment projects, nor does it change the investment direction of the raised funds in a disguised manner and damage the interests of shareholders. The recommendation institution has no objection to the company’s use of the raised funds to replace the self raised funds invested in the raised investment projects in advance and the paid issuance expenses. 5、 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. Assurance report on Baoxiniao Holding Co.Ltd(002154) replacing self raised funds invested in advance and paid issuance expenses with raised funds issued by Lixin Certified Public Accountants (special general partnership) (Xin Hui Shi Bao Zi [2022] No. zf10008);
5. Opinions on Guoyuan Securities Company Limited(000728) verification of Baoxiniao Holding Co.Ltd(002154) using raised funds to replace early invested funds.
It is hereby announced.
Baoxiniao Holding Co.Ltd(002154)
Board of directors
January 21, 2022
