Securities code: 002047 securities abbreviation: Shenzhen Bauing Construction Holding Group Co.Ltd(002047) Announcement No.: 2022-008 Shenzhen Bauing Construction Holding Group Co.Ltd(002047)
Announcement on commitments related to non-public offering of shares
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.
Shenzhen Bauing Construction Holding Group Co.Ltd(002047) (hereinafter referred to as “the company”, “002047}” and “the issuer”) has approved the non-public offering of A-Shares in 2020 (hereinafter referred to as “this non-public offering”) in the reply on approving Shenzhen Bauing Construction Holding Group Co.Ltd(002047) non-public offering of shares (zjxk [2021] No. 1768) issued by China Securities Regulatory Commission (hereinafter referred to as “CSRC”). At present, the non-public offering of shares has been completed, and the commitments related to the non-public offering are hereby announced as follows:
1、 Issuer commitment
(I) the commitment of the directors and senior managers of the company to take filling measures for the diluted immediate return of the non-public offering of shares
In order to ensure that the measures to fill in the diluted immediate return of this transaction can be effectively implemented, according to several opinions of the State Council on further promoting the healthy development of the capital market (GF [2014] No. 17) Relevant requirements of laws, regulations and normative documents such as the opinions of the general office of the State Council on Further Strengthening the protection of the legitimate rights and interests of small and medium-sized investors in the capital market (GBF [2013] No. 110) and the guiding opinions on matters related to initial public offering, refinancing and dilution of immediate return for major asset restructuring (CSRC announcement [2015] No. 31) issued by the CSRC, The directors and senior managers of the company have signed a letter of commitment on matters related to the company’s filling return measures, which is as follows:
“1. I promise not to transfer benefits to other units or individuals free of charge or under unfair conditions, nor to damage the interests of the company in other ways;
2. I promise to restrict the post consumption behavior;
3. I promise not to use the company’s assets to engage in investment and consumption activities unrelated to the performance of my duties;
4. I promise that the salary system formulated by the board of directors or the salary and assessment committee will be linked to the implementation of the company’s compensation measures;
5. If the company plans to implement equity incentive in the future, I promise that the exercise conditions of the company’s equity incentive to be announced will be linked to the implementation of the company’s filling return measures;
6. From the date of issuance of this commitment to the completion of the company’s non-public offering of a shares, if the CSRC makes other new regulatory provisions on filling return measures and commitments, and the above commitments cannot meet the provisions of the CSRC, I promise to issue supplementary commitments in accordance with the latest provisions of the CSRC at that time;
7. As one of the subjects responsible for filling the return measures, if I violate the above commitments or refuse to fulfill the above commitments, I agree to impose relevant penalties or take relevant management measures on me in accordance with the relevant regulations and rules formulated or issued by the securities regulatory authorities such as the CSRC and Shenzhen Stock Exchange. “
(II) commitment and performance of corporate financial business
1. Commitments on matters related to financial business
Shenzhen Shenzhen Shenzhen International Financial Leasing Co., Ltd. (hereinafter referred to as “Shenzhen International”) and Yuanshang Internet financial services (Shenzhen) Co., Ltd. (hereinafter referred to as “Yuanshang finance”) are involved in such financial businesses. According to the relevant requirements of the China Securities Regulatory Commission (CSRC) (revised in June 2020) on the issues related to this offering, The company hereby issues the following commitments:
“(1) commitment on equity disposal of Shenzhen International
1) The company promises to start as soon as possible and complete the external transfer of 9.50% equity of Shenzhen International within 6 months from the date of issuing this commitment letter (i.e. before October 13, 2021);
2) In the process of promoting the above equity disposal, the company will comply with the requirements of relevant laws, regulations and normative documents, perform necessary procedures and protect the interests of all shareholders of the listed company;
3) The company promises to disclose the external transfer of equity to Shenzhen International in the periodic report;
4) Before exiting, the company will not add any new capital investment to Shenzhen International in any form (including capital increase, borrowing and other forms of capital investment).
(2) Commitment on financial cancellation of Yuanshang
1) The company promises to complete the cancellation of Yuanshang finance within 6 months from the date of issuance of this commitment letter (i.e. before October 13, 2021);
2) In the process of promoting the above equity disposal, the company will comply with the requirements of relevant laws, regulations and normative documents, perform necessary procedures and protect the interests of all shareholders of the listed company;
3) The company promises to disclose the cancellation of Yuanshang finance in the regular report;
4) Before cancellation, the company will not add any new capital investment to Yuanshang finance in any form (including capital increase, borrowing and other forms of capital investment).
(3) Other commitments on financial business
1) The company will not use the raised funds directly or in a disguised form for such financial business; If the company invests in financial business after the issuance of this letter of commitment, the company will divest or terminate the relevant financial business; 2) The company promises that it will not add any new capital investment (including capital increase, borrowing and other forms of capital investment) to such financial business before the use of the raised funds for non-public issuance of A-Shares in 2020 or within 36 months after the raised funds are in place. “
2. Performance of commitments related to financial business
Due to the uncertainty of the administrative review and approval of Shenzhen International Equity Transfer and the completion time of Yuanshang financial asset liquidation, the company extended the performance period of Shenzhen International Equity disposal commitment and Yuanshang financial cancellation commitment to December 31, 2021, and promised to complete the equity transfer and Yuanshang financial cancellation procedures of Shenzhen International before the expiration of the period. The 17th meeting of the 7th board of directors of the company was held on September 27, 2021, and the proposal on extending the performance period of the company’s commitments was considered and passed. The independent directors and the board of supervisors have expressed their opinions on the proposal, and the second interim general meeting of shareholders in 2021 was held on October 13, 2021. The implementation of relevant commitments is as follows:
(1) Shenzhen International Equity Transfer
After the company publicly listed and transferred 9.50% equity of Shenzhen International held by the company in Guangdong united property rights trading center (hereinafter referred to as “property rights trading center”) on August 27, 2021, during the listing announcement, one interested party ( Shenzhen Expressway Company Limited(600548) ) went through the intention registration formalities and submitted relevant materials in the property rights trading center, The property rights trading center and the company have confirmed that the above interested parties are eligible for concession; At the end of September 2021, the company has signed the property right transaction contract with Shenzhen Expressway Company Limited(600548) and Shenzhen International, and completed the industrial and commercial change registration of 9.50% equity transfer of Shenzhen International on November 26, 2021.
(2) Cancellation of Yuanshang Finance
On October 28, 2021, Yuanshang finance received the enterprise cancellation notice issued by Shenzhen market supervision and Administration Bureau, and the cancellation of Yuanshang finance has been completed.
In conclusion, the commitments of transferring 9.5% equity of Shenzhen International and canceling Yuanshang finance have been fulfilled.
(III) other commitments of the company on this non-public offering
1. The company has no financial assistance or compensation to investors participating in the subscription directly or through stakeholders for the non-public offering of shares. The commitments are as follows:
“The company does not provide financial assistance or compensation to investors participating in the subscription directly or through stakeholders.”
2、 The company issued the following commitment on the business carried out by Shenzhen construction engineering BAOYING Building Development Management Co., Ltd.: (1) in March 2020, the company and Shenzhen Construction Engineering Co., Ltd. jointly auctioned and won the land use right of parcel t107-0089. This part of the land will be used to build houses as the company’s R & D and office land in the future (the company will obtain 34.37% of the construction area and enjoy the ownership, about 14950 square meters). Therefore, the company and Shenzhen Construction Engineering Co., Ltd. jointly funded the establishment of construction engineering BAOYING. As of the date of issuance of this letter of commitment, the company holds 34.37% equity of construction engineering BAOYING. Construction Engineering BAOYING is a project company established for the purpose of building and developing the headquarters base of the company on the above plot. It only undertakes project management and does not enjoy any rights and interests in the project property. In addition to participating in the management of the company’s headquarters base construction, it will not carry out any other form of real estate business;
(2) After the construction of the company’s headquarters base is completed, it will be used for the company’s R & D and office. The company will not sell the real estate of the headquarters base, and the construction engineering BAOYING will not engage in real estate related businesses such as selling houses; (3) The funds raised in this offering will be used in strict accordance with the promised purpose and will not be used for any form of real estate development and operation. “
2、 Commitment of the controlling shareholder and actual controller of the issuer
(I) the commitment of the controlling shareholder of the company to take filling measures for the diluted immediate return of the non-public offering of shares. In order to ensure that the filling measures for the diluted immediate return of the non-public offering of shares can be effectively implemented, Zhuhai Aviation City Development Group Co., Ltd. (hereinafter referred to as “aviation city group”) makes the following commitments on taking filling measures for the diluted immediate return of the company’s non-public offering of shares:
“1. The company promises not to interfere with the operation and management activities of the company beyond its authority and not to encroach on the interests of the company;
2. After the issuance date of the company’s commitment and before the implementation of the company’s non-public offering of a shares, if the CSRC makes other new regulatory provisions on filling return measures and commitments, and the above commitments cannot meet the provisions of the CSRC, the company promises to issue supplementary commitments in accordance with the latest provisions of the CSRC at that time; 3. As one of the subjects responsible for filling the return measures, if the company violates the above commitments or refuses to fulfill the above commitments, the company agrees to impose relevant penalties or take relevant management measures on the company in accordance with the relevant regulations and rules formulated or issued by the securities regulatory authorities such as the CSRC and Shenzhen stock exchange. “
(II) the company’s controlling shareholder’s commitment not to reduce the company’s shares
1. As the controlling shareholder of the company, Hangcheng group issued the following commitments:
“1. From the six months before Shenzhen Bauing Construction Holding Group Co.Ltd(002047) the resolution of the board of directors on this issuance (i.e. the announcement date of the resolution of the third meeting of the seventh board of directors, July 6, 2020) to the date of issuance of this commitment, the company has not reduced its holdings of Shenzhen Bauing Construction Holding Group Co.Ltd(002047) shares;
2. The company promises that from the date of issuance of this letter of commitment to six months after the completion of this offering, it will not reduce its holdings of any shares of Shenzhen Bauing Construction Holding Group Co.Ltd(002047) by means of centralized bidding, block trading or agreement transfer (including those arising from equity distribution such as share bonus and conversion of provident fund into share capital), nor will it arrange any reduction plan;
3. If the company violates the above commitments, all the proceeds from the reduction of Shenzhen Bauing Construction Holding Group Co.Ltd(002047) shares of the company belong to Shenzhen Bauing Construction Holding Group Co.Ltd(002047) and bear the legal liabilities arising therefrom in accordance with the law. “
2. Aviation city group, as a qualified investor, participated in the subscription of the company’s non-public offering of shares. In accordance with the measures for the administration of securities issuance and underwriting, the measures for the administration of securities issuance of listed companies and other relevant laws and regulations, it issued the following commitments:
“Since the first day of listing of the new shares of Shenzhen Bauing Construction Holding Group Co.Ltd(002047) non-public offering in 2020, the company will not transfer the Shenzhen Bauing Construction Holding Group Co.Ltd(002047) shares subscribed in the process of this non-public offering within 36 months, and applies to lock the Shenzhen Bauing Construction Holding Group Co.Ltd(002047) shares subscribed in the process of this non-public offering. The lock period is from Shenzhen Bauing Construction Holding Group Co.Ltd(002047) 36 months from the first day of listing of new non-public shares. At the same time, the company will abide by the relevant provisions of the CSRC on the reduction of shares held by shareholders, directors, supervisors and senior managers of listed companies, the stock listing rules of Shenzhen Stock Exchange and the implementation rules for the reduction of shares held by shareholders, directors, supervisors and senior managers of listed companies of Shenzhen Stock Exchange. “
(III) the company’s actual controller’s commitment not to reduce the company’s shares
The state owned assets supervision and Administration Commission of Zhuhai Municipal People’s government, as the actual controller of the company, issued the following commitments:
“1. From six months before Shenzhen Bauing Construction Holding Group Co.Ltd(002047) the resolution of the board of directors on this issuance (i.e. the announcement date of the resolution of the third meeting of the seventh board of directors, July 6, 2020) to the date of issuance of this commitment, the unit has not reduced its holdings of Shenzhen Bauing Construction Holding Group Co.Ltd(002047) shares;
2. The company promises that from the date of issuance of this letter of commitment to six months after the completion of this offering, it will not reduce its holdings of any shares of Shenzhen Bauing Construction Holding Group Co.Ltd(002047) by means of centralized bidding, block trading or agreement transfer (including those arising from equity distribution such as share bonus and conversion of provident fund into share capital), nor will it arrange any reduction plan;
3. If the unit violates the above commitments, all the proceeds from the reduction of Shenzhen Bauing Construction Holding Group Co.Ltd(002047) shares will belong to Shenzhen Bauing Construction Holding Group Co.Ltd(002047) and bear the legal liabilities arising therefrom in accordance with the law. “
It is hereby announced.
Shenzhen Bauing Construction Holding Group Co.Ltd(002047) board of directors
January 26, 2022
