China Merchants Securities Co.Ltd(600999)
About Shenzhen Bauing Construction Holding Group Co.Ltd(002047)
Non public offering of A-Shares in 2020
Report on the issuance process and the compliance of subscribers
Sponsor (lead underwriter)
January 2002
China Merchants Securities Co.Ltd(600999)
About Shenzhen Bauing Construction Holding Group Co.Ltd(002047)
Non public offering of A-Shares in 2020
Report on the issuance process and the compliance of subscribers
China Securities Regulatory Commission:
Approved by the reply on approving Shenzhen Bauing Construction Holding Group Co.Ltd(002047) non-public offering of shares (zjxk [2021] No. 1768) of China Securities Regulatory Commission (hereinafter referred to as “CSRC”), the non-public offering of Shenzhen Bauing Construction Holding Group Co.Ltd(002047) (hereinafter referred to as ” Shenzhen Bauing Construction Holding Group Co.Ltd(002047) “, “issuer” and “company”) shall not exceed 174951772 new shares (hereinafter referred to as “this offering”).
The sponsor (lead underwriter) China Merchants Securities Co.Ltd(600999) (hereinafter referred to as ” China Merchants Securities Co.Ltd(600999) ” or “sponsor” and “lead underwriter”) has carefully verified the issuance process of this offering and the compliance of subscription objects in accordance with relevant laws and regulations and relevant requirements of your association, and issued this report.
1、 Overview of this offering
1. Number of shares issued: 174951772
2. Issue price: 4.04 yuan / share
The price of this non-public offering was originally 4.05 yuan / share. The pricing benchmark date of this non-public offering is the announcement date of the resolution of the third meeting of the seventh board of directors of the issuer (July 6, 2020). The issuing price of the non-public offering shall not be lower than 80% of the average trading price of the company’s shares 20 trading days before the pricing benchmark date.
On April 26, 2021, the issuer held the 10th meeting of the 7th board of directors and the 7th Meeting of the 7th board of supervisors, deliberated and adopted the 2020 profit distribution plan, and the independent directors have expressed their independent opinions on the proposal; On May 19, 2021, the issuer held the 2020 annual general meeting of shareholders and approved the 2020 annual profit distribution plan. The specific distribution plan is to distribute cash dividends of RMB 0.1 (including tax) to all shareholders for every 10 shares based on the total share capital on the date of equity registration of profit distribution minus the number of shares in the special securities account for repurchase.
In view of the implementation of the issuer’s 2020 annual equity distribution plan, the issuer held the 12th meeting of the 7th board of directors and the 9th meeting of the 7th board of supervisors respectively on June 8, 2021, deliberated and adopted the proposal on adjusting the issuance price of non-public development A shares. According to the pricing principle of this non-public offering plan, The issue price of the non-public offering was adjusted. The issue price of the non-public offering was adjusted from 4.05 yuan / share to 4.04 yuan / share..
3. Issuing object and subscription method
This offering is made in a non-public way to specific objects. One of the objects of this non-public offering is Hangcheng group, the controlling shareholder of the issuer. The issuer subscribes in cash, and the subscription is as follows:
No. number of shares subscribed by the subscriber (shares) subscription amount (yuan)
1 aviation city group 174951772 706805158.88
Total 174951772 706805158.88
4. Amount of raised funds
Upon verification of the capital verification report dhyz [2022] No. 000020 issued by Dahua Certified Public Accountants (special general partnership), the total amount of funds raised from the non-public offering of shares is RMB 706805158.88. After deducting the issuance expenses, the net amount of funds raised is RMB 697635427.62.
5. Restricted period
The non-public shares subscribed by the object of this issuance shall not be transferred within 36 months from the date of listing of the issued shares. After the end of the restricted sale period, the transfer of the shares subscribed by the issuing object will be implemented in accordance with the company law, securities law and other relevant laws and regulations, as well as the relevant provisions of the CSRC and Shenzhen Stock Exchange. After verification, the recommendation institution (lead underwriter) believes that the issuance price, issuance quantity, issuance object, amount of raised funds and sales restriction period of this non-public offering comply with the relevant provisions of the issuer’s relevant resolutions of the board of directors, resolutions of the general meeting of shareholders, measures for the administration of securities issuance and other laws and regulations.
2、 Authorization and approval 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.
(II) the approval process of the regulatory authorities for the 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.
After verification, the recommendation institution (lead underwriter) believes that the non-public offering has fulfilled the necessary internal and external audit procedures.
3、 The issuance process of this non-public offering
(I) determining the issuing object
1. On July 5, 2020 and August 5, 2020, the issuer held the third meeting of the seventh board of directors and the fourth extraordinary general meeting of shareholders in 2020 respectively, deliberated and adopted the relevant proposals of the non-public offering. The proposal related to the determination of the object of this non-public offering was reviewed and approved. The object of this offering is Hangcheng group. On July 5, 2020, the company and Hangcheng Group signed the subscription contract for Shenzhen Bauing Construction Holding Group Co.Ltd(002047) non public development bank shares.
The subscription quantity, subscription price and lock-in period of this non-public offering are as follows:
No. number of shares subscribed by the subscriber (shares) subscription amount (yuan) lock up period
1 aviation city group 174951772 706805158.88 36 months
Total 174951772 706805158.88-
(II) the issuance process
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 report (Dahua Yan Zi [2022] No. 000019) issued by Dahua Certified Public Accountants on January 13, 2022, as of January 12, 2022, the receiving bank account designated by the sponsor (lead underwriter) actually received the subscription funds of aviation city group, the subscription object of this non-public offering, totaling RMB 706805158.88.
3. On January 12, 2022, the recommendation institution (lead underwriter) has transferred the balance of the above subscription funds after deducting relevant recommendation and underwriting expenses to the special account for raised funds designated by the issuer. According to the capital verification report (Dahua Yan Zi [2022] No. 000020) issued by Dahua Certified Public Accountants on January 13, 2022, as of January 12, 2022, the issuer had raised a total of 706805158.88 yuan of monetary funds, deducting 9169731.26 yuan of issuance related expenses (excluding value-added tax), and the net amount of Shenzhen Bauing Construction Holding Group Co.Ltd(002047) actually raised funds was 697635427.62 yuan, Including 174951772.00 yuan included in “capital stock” and 522683655.62 yuan included in “capital reserve – capital stock premium”.
The details of issuance expenses are as follows:
Expense category includes VAT amount (RMB) and excludes VAT amount (RMB)
Underwriting and recommendation fee 8000000.00 7547169.81
Attorney’s fee 830000.00 783018.87
Audit fee 530000.00 500000.00
Securities registration fee and stamp duty 349445.51 339542.58
Legal opinions on the issuance process of non-public issuance of A-Shares and the compliance of subscription objects of Construction Holding Group Co., Ltd. totaling 9709445.51 and 9169731.26; The recommendation institution (lead underwriter) has issued the China Merchants Securities Co.Ltd(600999) report on the issuance process of A-Shares of non-public development banks and the compliance of subscription objects in 2020.
5. The issuance process is consistent with the issuance plan reported to the CSRC before the issuance.
(III) verification of investors’ appropriateness, affiliated relationship and private placement filing in this offering
1. Investor suitability verification
The issuer and China Merchants Securities Co.Ltd(600999) have sent a notice to the issuing object requiring the issuing object to submit the verification materials of investor suitability management. The issuer indicated that it would continue to participate in the non-public offering of shares and had provided verification materials on the appropriateness management of investors. China Merchants Securities Co.Ltd(600999) has reviewed the appropriateness management materials submitted by the issuing object to be paid. Hangcheng group has been rated as a C5 ordinary investor and has signed the notification of customer risk tolerance assessment results, confirmation of financial product or service suitability assessment results and special risk tips for ordinary investors. The investor category (risk tolerance level) meets the risk level investor suitability requirements of this Shenzhen Bauing Construction Holding Group Co.Ltd(002047) non-public offering.
2. Association verification
The subscription object of this non-public offering aviation city group is the controlling shareholder of the issuer.
3. Verification of private investment fund filing
According to the payment results of this offering, the subscription object of this offering is determined as Hangcheng group, which participates in the subscription with its own funds or self raised funds, which does not belong to the securities investment fund law of the people’s Republic of China The scope of registration and filing required by the Interim Measures for the supervision and administration of private investment funds and the measures for the registration and filing of private investment fund managers (for Trial Implementation) do not need to go through relevant registration and filing procedures.
To sum up, the subscription objects of this offering comply with the measures for the administration of securities issuance of listed companies, the detailed rules for the implementation of non-public offering of shares by listed companies and other relevant laws and regulations, as well as the provisions of the general meeting of shareholders of the Issuer on the relevant resolutions of this offering.
After verification, the recommendation institution (lead underwriter) believes that the issuance process of this non-public offering complies with the relevant provisions of laws and regulations such as the measures for the administration of securities issuance, the measures for the administration of issuance and underwriting, and the detailed rules for the implementation of non-public Development Bank shares.
(IV) explanation on the fund source of the subscription object
Upon verification by the recommendation institution (lead underwriter):
The object of this issuance is Hangcheng group, the controlling shareholder of the company. Hangcheng group can raise its subscription funds by relying on its own business accumulation and borrowing. The source of funds is legal and compliant. They are all self owned funds or self raised funds, and there is no external raising, holding on behalf of others Structured arrangement or direct or indirect use of the funds of the issuer and its related parties other than the joint actual controller for this subscription, and there is no case that the issuer and its actual controller provide financial assistance, compensation, promised income or other agreement arrangements to the subscription object directly or through their stakeholders.
In conclusion, the disclosure of the source information of the subscription funds of the subscription object is true, accurate and complete, which can effectively safeguard the legitimate rights and interests of the company and minority shareholders, and comply with the answers to some questions on refinancing business and other relevant regulations of the CSRC.
4、 Information disclosure in the process of this non-public offering of shares
On May 10, 2021, the company’s non-public offering was approved by the issuance Audit Committee of CSRC. The issuer made an announcement on May 11, 2021.
On May 27, 2021, the company received the approval Reply of the CSRC on non-public offering (zjxk [2021] No. 1768) and approved the company’s non-public offering. Issuer on 2
