Shenzhen Bauing Construction Holding Group Co.Ltd(002047)
Non public offering of shares in 2020
Issuance report
Sponsor (lead underwriter)
(No. 111, Fuhua 1st Road, Futian street, Futian District, Shenzhen)
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 the issuance report, and bear individual and joint legal liabilities for its authenticity, accuracy and completeness. Signed by all directors:
Schlegu Shaobo Yu Yongbo
Qi Yanbing, Gao Fengchun, ma ke
Liu Xuesheng, Huang YAYING, Peng Ling
Shenzhen Bauing Construction Holding Group Co.Ltd(002047) mm / DD / yy
catalogue
All directors of the issuer declare that 2 interpretation Section 1 basic information of this offering six
1、 Basic information of the issuer six
2、 Relevant procedures for the performance of this non-public offering seven
3、 Basic information of this offering nine
4、 Overview of the issuing object ten
5、 Relevant institutions of this offering 12 section 2 relevant information of the company before and after the issuance fourteen
1、 Changes of the top 10 shareholders before and after this offering fourteen
2、 Changes in shareholding of directors, supervisors and senior managers fifteen
3、 The impact of this offering on the company Section III opinions of intermediaries on the compliance of this offering 18 I. statement of the sponsor (lead underwriter) on the process of this non-public offering and the compliance of the issuing object
On opinions 18 II. Concluding comments of the issuer’s lawyer on the process of this non-public offering and the compliance of the issuing object Section IV statement of intermediary organization Section V documents for future reference twenty-four
1、 Documents for future reference twenty-four
2、 Query location twenty-four
interpretation
In this report, unless otherwise specified, the following words have the following meanings: Shenzhen Bauing Construction Holding Group Co.Ltd(002047) , the company, the issuer, refers to Shenzhen Bauing Construction Holding Group Co.Ltd(002047) , the company listed on Shenzhen Stock Exchange, stock code: 002047
BAOYING construction refers to Shenzhen BAOYING Construction Group Co., Ltd
Aviation city group refers to Zhuhai Haihang Aviation City Development Group Co., Ltd
Zhuhai SASAC refers to the state owned assets supervision and Administration Commission of Zhuhai Municipal People’s government
Baoxian investment refers to Shenzhen Baoxian Investment Co., Ltd
Baoxin investment refers to Shenzhen Baoxin Investment Holding Co., Ltd
Sponsor, China Merchants Securities Co.Ltd(600999) refers to China Merchants Securities Co.Ltd(600999)
Lawyer of the issuer refers to Beijing Zhonglun law firm
Beijing Zhonglun law firm’s lawyer work report on issuing legal opinions for the non-public offering of A-Shares by Shenzhen BAOYING Construction Holding Group Co., Ltd
Supplementary legal opinion (III) of Beijing Zhonglun law firm on the non-public offering of A-Shares by Shenzhen BAOYING Construction Holding Group (III)
The issuer’s accountants, Dahua and Dahua refer to the A shares issued by Dahua Certified Public Accountants (special general partnership), this issuance and this non-public means Shenzhen Bauing Construction Holding Group Co.Ltd(002047) 2020 non-public Development Bank
This report and this issuance report refer to the report on the issuance of shares of non-public development banks in Shenzhen Bauing Construction Holding Group Co.Ltd(002047) 2020
The pricing benchmark date refers to the announcement date of the resolution of the third meeting of the seventh board of directors of the issuer
CSRC and CSRC refer to China Securities Regulatory Commission
Shenzhen stock exchange refers to Shenzhen Stock Exchange
Board of directors means the Shenzhen Bauing Construction Holding Group Co.Ltd(002047) board of directors
Board of supervisors means the Shenzhen Bauing Construction Holding Group Co.Ltd(002047) board of supervisors
General meeting means Shenzhen Bauing Construction Holding Group Co.Ltd(002047) general meeting of shareholders
3. Board of directors refers to the general meeting of shareholders, the board of directors and the board of supervisors of the issuer
Articles of association means the Shenzhen Bauing Construction Holding Group Co.Ltd(002047) articles of association
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
The measures for the administration of securities issuance refer to the measures for the administration of securities issuance by listed companies (Order No. 163 of the CSRC) promulgated by the CSRC on February 14, 2020
The implementation rules refer to the implementation rules for non-public offering of shares by listed companies (revised in 2020)
With the approval of the CSRC, ordinary shares with a par value of RMB 1.00 per share are issued to domestic investors, listed on the A-share index of domestic securities trading, subscribed and traded in RMB
The last three years refer to 2018, 2019 and 2020
The most recent three-year period, reporting period and reporting period refer to the reporting periods of 2018, 2019, 2020 and January September 2021
The end of the reporting period refers to September 30, 2021
The end of each reporting period refers to December 31, 2018, December 31, 2019, December 31, 2020 and September 30, 2021
Yuan, ten thousand yuan and one hundred million yuan refer to RMB, ten thousand yuan and one hundred million yuan
In this report, there may be slight differences in the mantissa between the sum of some totals and each addend, which are caused by rounding.
Section I basic information of this offering
1、 Basic information of the issuer
Company name: Shenzhen Bauing Construction Holding Group Co.Ltd(002047)
English Name: Shenzhen bauing Construction Holding Group Co., Ltd
Registered capital: 1341296921 yuan
Legal representative: Shi Lei
Place of listing: Shenzhen Stock Exchange
Stock abbreviation: Shenzhen Bauing Construction Holding Group Co.Ltd(002047)
Stock Code: 002047 SZ
Date of establishment of the limited company: April 30, 1993
Listing date: May 31, 2005
Registered address: No. 107, building F1, East Industrial Zone, overseas Chinese town, Shahe street, Nanshan District, Shenzhen
Postal Code: 518040
Tel.: 0755-82924810
Fax: 0755-88374949
mail box: [email protected].
Website: www.szby.com cn.
General business items are: intelligent system engineering design, development and integration, technical consulting; Smart city project investment (specific projects will be reported separately); Scheme consultation, planning and design, product R & D, equipment provision, installation and construction and related technical services for intelligent engineering, electromechanical equipment installation engineering, fire-fighting facilities engineering, curtain wall engineering, building energy-saving technology and services; Business scope of smart building: and research and development of prefabricated building technology; Technology development and technical services of Internet of things system; Communication engineering, communication information network system integration services; Design and installation of smart home products, personalized customized home and wood products; Urban and architectural design, indoor and outdoor decoration design and consulting; Construction of construction works (it can be operated only after obtaining corresponding qualification certificates); Engage in the import and export of goods and technology; Supply chain management and services; Investment in Internet of things projects (specific projects will be reported separately), investment in industries (specific projects will be reported separately), The licensed business items are:
2、 Relevant procedures for the performance of this non-public offering
(I) internal decision-making procedures for the issuance
1. On July 5, 2020, the issuer held the third meeting of the seventh board of directors, deliberated and adopted relevant proposals on the non-public offering.
2. On July 17, 2020, Zhuhai SASAC issued opinions on matters related to Shenzhen Bauing Construction Holding Group Co.Ltd(002047) non-public offering of shares (ZgZ [2020] No. 212), agreed in principle to the overall plan and related matters of Shenzhen Bauing Construction Holding Group Co.Ltd(002047) this non-public offering, and approved aviation city group to subscribe all shares of this non-public offering in cash;
3. On August 5, 2020, the issuer held the fourth extraordinary general meeting of shareholders in 2020, deliberated and adopted the relevant proposals of this non-public offering.
4. On June 8, 2021, the issuer held the 12th meeting of the 7th board of directors, deliberated and adopted the proposal on adjusting the issuance price of A-Shares of non-public development banks, and agreed that the issuance price of this issuance should be adjusted accordingly according to the equity distribution of the company in 2020.
5. On July 19, 2021, the issuer held the 13th meeting of the 7th board of directors, deliberated and adopted the proposal on extending the validity period of the resolution of the company’s 2020 non-public offering of A-Shares shareholders’ meeting and the proposal on requesting the shareholders’ meeting to extend the validity period of authorizing the board of directors and its authorized persons to fully handle the specific matters of non-public offering of A-Shares in 2020.
6. On August 4, 2021, the issuer held the first extraordinary general meeting of shareholders in 2021, deliberated and adopted the relevant proposals of the 13th meeting of the seventh board of directors.
(II) review by the regulatory authorities of this issuance
1. The issuer’s application for non-public offering of shares has passed the examination of the issuance examination committee of the CSRC on May 10, 2021.
2. On May 27, 2021, the issuer obtained the reply on approving Shenzhen Bauing Construction Holding Group Co.Ltd(002047) non-public offering of shares (zjxk [2021] No. 1768) from the CSRC to approve the company’s non-public offering.
(III) receipt and capital verification of raised funds
1. On January 11, 2022, the sponsor (lead underwriter) sent the Shenzhen Bauing Construction Holding Group Co.Ltd(002047) non public development bank stock payment notice to the target aviation city group, requiring the target aviation city group to transfer the subscription money in full to the special account opened by the sponsor (lead underwriter) for this offering before January 12, 2022.
2. According to the verification certificate issued by Dahua Certified Public Accountants on January 13, 2022
