Guoyuan Securities Company Limited(000728)
About Baoxiniao Holding Co.Ltd(002154)
Verification opinions on replacing early invested funds with raised funds
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 measures for the administration of securities issuance and listing sponsor business, the stock listing rules of Shenzhen Stock Exchange In accordance with the requirements of relevant laws and regulations, such as self regulatory guidelines for 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 of listed companies, the company has verified the use of raised funds to replace early invested funds, and issued the following verification opinions:
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).
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、 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 amount of funds raised in this non-public offering is 723778100 yuan, which is less than the planned amount of raised funds. The company decides to adjust the investment amount of raised investment projects according to the actual net amount of raised funds and in combination with the situation of raised investment projects. The insufficient part of raised funds shall be solved by the company with self raised 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、 Investment projects and replacement of raised funds invested in advance by self raised funds
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 issuance related expenses. 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 projects invested with raised funds 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 projects invested with raised funds in advance with the raised funds of RMB 11.3757 million. The details are as follows:
Unit: 10000 yuan
No. project name of raised funds raised funds to be invested in self raised funds in advance
1 enterprise digital transformation project 18380.41 840.09 840.09
2 R & D center expansion project 4297.40 297.48 297.48
Total 22677.81 1137.57 1137.57
The above amount of self raised funds invested in advance has been confirmed by Lixin Certified Public Accountants (special general partnership) in the assurance report on Baoxiniao Holding Co.Ltd(002154) replacing self raised funds invested in projects invested in advance and paid issuance expenses with raised funds (Xin Kuai Shi Bao Zi [2022] No. zf10008).
The company replaces the above self raised funds invested in advance with the raised funds, which complies with the relevant provisions on the use of raised funds by Listed Companies in the guidelines for self discipline supervision of listed companies of Shenzhen Stock Exchange No. 1 – standardized operation of listed companies on the main board.
4、 Payment of issuance expenses and replacement with self 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 company’s proposed replacement of the raised funds is RMB 2646400. The details are as follows:
Unit: 10000 yuan
S / n project self raised fund advance investment amount replacement amount
(excluding tax)
1. Recommendation fee 100.00 100.00
2 audit and verification fee 75.47 75.47
3 attorney’s fee 37.74 37.74
4. Issuance fees and other expenses 51.43 51.43
Total 264.64 264.64
The above amount of self raised funds invested in advance has been confirmed by Lixin Certified Public Accountants (special general partnership) in the assurance report on Baoxiniao Holding Co.Ltd(002154) replacing self raised funds invested in projects invested in advance and paid issuance expenses with raised funds (Xin Kuai Shi Bao Zi [2022] No. zf10008). The issuance expenses paid in advance by the company to replace self raised funds with raised funds comply with the relevant provisions on the use of raised funds by Listed Companies in the guidelines for self discipline supervision of listed companies of Shenzhen Stock Exchange No. 1 – standardized operation of listed companies on the main board.
5、 The review procedures and opinions of replacing self raised funds of pre invested projects with raised funds 1. Review by the board of directors
The board of directors of the company held the 18th meeting of the 7th board of directors on January 19, 2022, deliberated and approved the proposal on replacing the early investment with the raised funds, and agreed that the company would use the raised funds of RMB 11375700 and RMB 2646400 to replace the self owned funds and the issuance fees paid in advance.
2. Deliberations of the board of supervisors
The board of supervisors of 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, and expressed the following opinions: the company’s use of raised funds to replace self raised funds invested in early investment projects with raised funds is in line with the implementation plan of investment projects with raised funds, It does not affect the normal progress of the investment project with raised funds, 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.
3. Opinions of independent directors
The independent directors of the company expressed their agreement on the above matters of replacing the self raised funds invested in the raised capital investment projects in advance and the paid issuance expenses with the raised funds, and believed that the company’s replacing the self raised funds invested in the raised capital investment projects in advance with the raised funds this time 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 RMB 11.3757 million to replace the self raised funds invested in the raised projects in advance, and use the raised funds of RMB 2.464 million to replace the self raised funds paid in advance.
4. Assurance opinion of accounting firm
Lixin Certified Public Accountants (special general partnership) has carried out special verification on the actual use of self raised funds in the company’s raised capital investment projects, and has issued the verification report on Baoxiniao Holding Co.Ltd(002154) replacing self raised funds invested in raised capital investment projects in advance and paid issuance expenses with raised funds (Xin Kuai Shi Bao Zi [2022] No. zf10008), It is considered that 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 and the 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, which 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.
6、 Verification 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, 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 the supervision of listed companies
