BOSUN TOOLS CO. , LTD.
No. 10, Haihe Road, Shijiazhuang High-tech Industrial Development Zone
Sponsor institution
Lead underwriter
Floor 21-29, Building 2, Oriental International Finance Plaza, No. 318 Zhongshan South Road, Shanghai
Section 1 Important Notices and Tips
The company and all directors, supervisors and senior management personnel guarantee the authenticity, accuracy and completeness of the listing announcement, and promise that there is no false record, misleading statement or major omission in the listing announcement, and bear individual and joint legal liabilities.
The opinions of the stock exchanges and other government agencies on the listing of the company's shares and related matters do not indicate any guarantee to the company.
The company has promised to amend the company's articles of association in accordance with the requirements of the "Special Provisions on the Listed Companies of the Small and Medium-sized Enterprises" and the "Guidelines for the Protection of Investors' Rights and Interests of the Small and Medium-sized Enterprises Board" within three months after the listing of the company's shares, stating "(1) After the stock is terminated, the company's stock will enter the agency share transfer system to continue trading; (2) no changes will be made to the provisions of the preceding paragraph in the company's articles of association."
The Company reminds investors that if the relevant contents are not covered by this listing announcement, investors are requested to consult the full text of the company's prospectus published on the website of http://
The actual controllers of the Company, Chen Huairong, Lv Guiqin, Ren Jingjian, Cheng Hui, Zhang Shuyu and related shareholders Tian Jinhong and Pang Jianhua promised that they will not be transferred or entrusted to manage their direct or indirect holdings within 36 months from the date of listing of the company's shares. The shares of the company are not repurchased by the company.
The other 39 natural person shareholders of the company promised that they will not transfer or entrust others to manage the shares of the company directly or indirectly held by the company within 12 months from the date of listing of the company's shares, nor will the company repurchase the shares. The directors, supervisors and senior executives who are shareholders also promise that the shares they transfer each year during their term of office do not exceed 25% of the total number of shares of the company they hold; they are not transferred within half a year after leaving their posts. The shares of the company; the proportion of the shares of the company sold through the stock exchange listed in the trading period of six months after leaving the company accounted for the total number of shares held by the company (including the conditions of restricted sales and unrestricted conditions) Not more than 50%.
The directors, supervisors and senior management of the company promised to strictly abide by the relevant laws and regulations of the Company Law, the Securities Law and the Shenzhen Stock Exchange Listing Rules, and the company’s directors, supervisors and senior management personnel Relevant regulations.
Section 2 Stock Listing
I. Approval of the company's stock issuance and listing
This listing announcement is based on the relevant laws and regulations of the People's Republic of China Company Law, the Securities Law of the People's Republic of China and the Measures for the Administration of Initial Public Offerings and Listing, and is listed in the Stock Exchange of Shenzhen Stock Exchange. The contents of the Notice and the Format Guidelines (Revised in 2009) were prepared to provide investors with an initial public offering of Boshen Tools Co., Ltd. (hereinafter referred to as "the Company", "Company", or "Boshen Tools"). The basic situation of stock listing.
Approved by China Securities Regulatory Commission, China Securities Regulatory Commission [2009] No. 696, the company publicly issued no more than 43.4 million shares of ordinary shares. Based on the preliminary inquiry results, it was determined that the number of shares issued this time was 43.4 million shares. This issuance adopts the offline inquiry to the placing object (hereinafter referred to as “offline placementâ€) and online pricing to all public investors other than the placing target of the preliminary online inquiry (hereinafter referred to as “online distributionâ€). In a combined way, among them, 8.68 million shares were placed under the net, 34.72 million shares were issued online, and the issue price was 11.50 yuan/share.
Approved by the Shenzhen Stock Exchange “Notice on the Listing of RMB Common Stocks of Boshen Tools Co., Ltd.†(Shenzhen [2009] No. 68), the RMB ordinary shares issued by the Company are listed on the Shenzhen Stock Exchange. “Boshen Toolsâ€, stock code “002282â€; among them, 34.72 million shares issued online in this public offering will be listed and traded on August 21, 2009.
The prospectus, prospectus and related documents for the issuance of this offer can be found on the website of The disclosure of the company's prospectus and the prospectus is less than one month away, so the content of the duplicate is not repeated. Investors are advised to check the above.
Second, the company's stock listing
1. Place of listing: Shenzhen Stock Exchange
2. Time to market: August 21, 2009
3. Stock abbreviation: Boshen tool
4. Stock code: 002282
5. Total share capital after initial public offering: 173,400,000 shares
6. Increase in shares of initial public offering: 43,400,000 shares
7. Circulation restrictions and deadlines for shares held by shareholders before issuance:
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8. The commitment of the shareholders to voluntarily lock the shares held before the issuance: the actual controllers of the company, Chen Huairong, Lv Guiqin, Ren Jingjian, Cheng Hui, Zhang Shuyu and related shareholders Pang Jianhua and Tian Jinhong promised: within 36 months from the date of listing of the company's shares The company does not transfer or entrust others to manage the shares of the company that it directly or indirectly holds, nor does the company repurchase the shares.
The other 39 natural person shareholders of the company promised that they will not transfer or entrust others to manage the shares of the company directly or indirectly held by the company within 12 months from the date of listing of the company's shares, nor will the company repurchase the shares. The directors, supervisors and senior executives who are shareholders also promise that the shares they transfer each year during their term of office do not exceed 25% of the total number of shares of the company they hold; they are not transferred within half a year after leaving their posts. The shares of the company; the proportion of the shares of the company sold through the stock exchange listed in the trading period of six months after leaving the company accounted for the total number of shares held by the company (including the conditions of restricted sales and unrestricted conditions) Not more than 50%.
9. Other locking arrangements for the listed shares: The shares of the placing participants participating in the offline placing in this public offering will be locked for three months from the date of the listing of the shares on the Shenzhen Stock Exchange.
10. The shares with no circulation restrictions and lock-up arrangements for this listing: There are no circulation restrictions and lock-up arrangements for the 34.72 million shares issued online in this public offering.
11, the company's shares can be listed trading time
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12. Stock registration institution: China Securities Depository and Clearing Co., Ltd. Shenzhen Branch
13. Listing sponsor: Oriental Securities Co., Ltd.
Section III Situation of the company, shareholders and actual controllers
First, the company's basic situation
1. Chinese name: Boshen Tools Co., Ltd.
English name: BOSUN TOOLS Co. ,Ltd.
2. Legal representative: Chen Huairong
3. Registered capital: 130 million yuan (before issue); 173.4 million yuan (after issue)
4. Date of establishment: June 28, 2007
5. Residence and postal code: No. 10, Haihe Road, High-tech Industrial Development Zone, Shijiazhuang; 050035
6. Business scope: production and sales of synthetic diamonds and products, powder metallurgy products, power tools and Accessories.
7. Industry: C99 Other manufacturing
8, Tel: 0311-85962650 Fax: 0311-85965550
9. Internet address: http://www. Bosuntools. Com
10, e-mail: bod@bosuntools. Com
11. Secretary of the Board of Directors: Ren Jingjian
2. The company's directors, supervisors, senior management personnel and the stocks of the companies they hold
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3. The situation of the controlling shareholder and actual controller of the company
(1) The actual controller
1. The actual controllers of the Company, Chen Huairong, Lv Guiqin, Ren Jingjian, Cheng Hui and Zhang Shuyu, all held more than 10% of the shares. The total number of shares held accounted for 80.887% of the total share capital before the company's issuance, accounting for the total after issue. 60.642% of the share capital. Since 2000, Chen Huairong and other five people have held important positions such as directors or supervisors of the company, which can actually influence or control the company's behavior. Before the issuance, when the company's board of directors or general meeting of shareholders voted on major issues, Chen Huairong and other five people communicated in advance. After obtaining the unanimous opinion, they voted at the board of directors or shareholders meeting with unanimous prior communication. During the multi-year cooperation process, the above five people formed a consensus on major decision-making, which constituted the common control of the company.
Chen Huairong, Lv Guiqin, Ren Jingjian, Cheng Hui, and Zhang Shuyu signed the “Consensus Action Agreement†on July 9, 2008. The agreement stipulates the relevant procedures for forming a consensus, and stipulates that when the company’s general meeting of shareholders votes on the following matters, the actual controller Vote at the company's general meeting in accordance with the consensus:
(1) Decide on the company's business policy and investment plan;
(2) Elect and replace non-employee representatives as directors and supervisors, and decide on the remuneration of directors and supervisors;
(3) Review the company's annual financial budget plan and final settlement plan;
(4) Review the company's profit distribution plan and make up the loss plan;
(5) The company increases or decreases the registered capital;
(6) The company issues corporate bonds;
(7) merger, division, dissolution, liquidation or change of company form, etc.;
(8) Amend the company's articles of association;
(9) The company employs and dismisses accountants;
(10) According to the company's articles of association and relevant regulations, the company needs to decide on the company's foreign investment, acquisition and sale of assets, asset mortgage, external guarantees, entrusted wealth management, related party transactions and other major matters;
(11) Deciding to stop operating the company's existing business or making major changes or adjustments to the nature of the company's business;
(12) Submit other matters as determined by the company's general meeting of shareholders.
2, the actual controller resume
Mr. Chen Huairong, Chairman of the Board of the Company. Chinese nationality, no permanent residency abroad. Born in 1956, bachelor degree, senior engineer, worked in Anhui Petroleum Exploration Company, Shijiazhuang Coal Mine Machinery Factory, Shijiazhuang Diamond Tools Co., Ltd., worked as a workshop technician and technical director of Shijiazhuang Coal Mine Machinery Factory, and chairman of Shijiazhuang Diamond Tools Co., Ltd. From 1998 to 2003, he served as chairman and general manager of the company; since 2003, he has served as chairman of the company. He has been honored as an outstanding entrepreneur in Hebei Province, the tenth outstanding entrepreneur of Shijiazhuang City, and an excellent management manager of Hebei Province. He is currently a member of the Second Management Expert Committee of the Superhard Materials Branch of China Machine Tool Industry Association and the Hardware of the All-China Federation of Industry and Commerce. Executive Vice President of the Electrical and Mechanical Chamber of Commerce, President of the Hebei Hardware and Electrical Chamber of Commerce, and representative of the 10th People's Congress of Hebei Province.
Ms. Lu Guiqin, Chairman of the Supervisory Committee of the Company. Chinese nationality, no permanent residency abroad. Born in 1953, bachelor degree. He worked in Shijiazhuang Coal Mine Machinery Factory and Shijiazhuang Diamond Tools Co., Ltd. He has worked in the company since 1998 and has served as a director of the company. He is currently the chairman of the board of supervisors of the company.
Mr. Ren Jingjian, Director of the Company and Secretary of the Board of Directors. Chinese nationality, no permanent residency abroad. Born in 1964, bachelor degree, engineer. He worked in Shijiazhuang Coal Mine Machinery Factory and Shijiazhuang Diamond Tools Co., Ltd. Since 1998, he has worked in the company and has served as a director of the company. Since June 2007, he has served as Secretary of the Board of Directors of the Company.
Mr. Cheng Hui, Director and Deputy General Manager of the Company. Chinese nationality, with permanent residency in the United States. Born in 1967, college degree. He worked in Shijiazhuang Coal Mine Machinery Factory and Shijiazhuang Diamond Tools Co., Ltd. Since 1998, he has worked in the company and served as a director of the company. Since 2005, he has been the manager of Boshen USA. Since 2006, he has served as the deputy general manager of the company.
Ms. Zhang Shuyu, Director of the Company. Chinese nationality, no permanent residency abroad. Born in 1963, secondary school education. He worked in Shijiazhuang City Mirror Factory and Shijiazhuang Diamond Tools Co., Ltd. Since 1998, he has worked in the company and served as a director of the company.
3. The actual controllers of the Company, Chen Huairong, Lv Guiqin, Ren Jingjian, Cheng Hui and Zhang Shuyu, in addition to holding 80.887% of the shares before the issuance of the company and 60.642% of the shares after the issuance, the only companies that invest or control are Dongying. Oil family.
Dongying Boshen Petroleum Machinery Co., Ltd. was established on November 1, 2001 with a registered capital of 24 million yuan. The residence is No. 38, Zhangzhou Road, Dongying District, Dongying City. The business scope is: oil drilling and mining machinery and equipment, workover Production and sales of tools and oil extraction tools and related technical services (except for laws and regulations that prohibit the operation of business, laws and regulations require that the license must be operated by license). The shareholding structure of Dongying Petroleum is as follows:
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As of June 30, 2009, Dongying Petroleum had total assets of 57.123 million yuan and net assets of 289.8854 million yuan. Dongying Petroleum realized revenue of 8.855 million yuan from January to June 2009, with a total profit of 82,000 yuan (the above data has not been audited).
Fourth, the company's top ten shareholders hold the company's shares after the issue
After the issuance, the company's total number of shareholders was 1,372,006.
The top 10 shareholders of the company hold the shares of the company after the issue as follows:
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Section IV Stock Issuance
1. Number of issues: 43.4 million shares
2. Issue price: 11.50 yuan / share
3. Issuance method: This issuance adopts a combination of offline inquiry and placement to the placing object and online pricing of all public investors other than the placing target of the initial inquiry. In this offering, the shares placed to the Placing through the offline placement were 8.68 million shares, and the effective subscription was 1.90 million shares. The ratio of valid subscriptions to the placement was 0.79633028%, and the subscription multiple was 125.58 times. The issuance of online pricing issued 34.72 million shares, the winning rate was 0.2724912936%, and the oversubscription ratio was 367 times. There were no remaining shares in this online pricing issue, and 64 shares of zero shares were placed under the offline placement, which was subscribed by the lead underwriter, Orient Securities Co., Ltd.
4. Total funds raised: 499,100,000 yuan. Zhongqin Wanxin Certified Public Accountants Co., Ltd. has verified the issue of the issuer’s initial public offering of shares on August 18, 2009, and issued “(2009) Zhongqin Yanzi No. 0080†“Capital Verification Reportâ€. .
5. The total amount of issuance expenses: 29,373,280 yuan, the details are as follows:
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Issuance fee per share: 0.68 yuan. (Every issue fee = total issue cost / current issue of share capital)
6. Net proceeds raised: 469,726,720 yuan.
7. Net assets per share after issuance: 4.26 yuan (according to the sum of the audited net assets plus the net amount of this issuance on June 30, 2009, except for the total share capital after the issuance).
8. Earnings per share after the issuance: 0.30 yuan (based on the company's 2008 net profit after deducting non-recurring gains and losses, according to the diluted share capital after the issuance).
Section 5 Other important matters
1. The company has promised to the Shenzhen Stock Exchange that it will improve the company's articles of association and other related systems as soon as possible within three months after listing in strict accordance with the relevant rules of the SME board.
2. Prior to the publication of the letter of intent for the initial public offering of shares on August 4, 2009 to the listing announcement, the Company did not have any significant events that may have a significant impact on the company.
details as follows:
1. The company strictly follows the requirements of the "Company Law", "Securities Law" and other laws and regulations, regulates its operation, operates normally, and its main business development goals are progressing normally;
2. There have been no major changes in the industry or market in which the company is located;
3. The company's raw material purchase price and product sales price have not changed significantly;
4. The company did not have any material related party transactions, and the funds were not occupied by the related parties.
5. The company has not made any major investment behaviors;
6. The company did not have any major assets (or equity) purchase, sale and replacement;
7. The company's residence has not changed;
8. The company's directors, supervisors, senior management personnel and core technical personnel have not changed;
9. The company has not experienced any major lawsuits or arbitrations;
10. The company has not incurred any contingent issues such as external guarantees;
11. There has been no major change in the company's financial status and operating results;
12. The company has no other major issues that should be disclosed.
Section 6 Listing Sponsors and Their Opinions
I. Listing sponsors
Listed Sponsor: Eastern Securities Co., Ltd.
Legal representative: Wang Yimin
Address: 21-29, Building 2, Oriental International Finance Plaza, No. 318 Zhongshan South Road, Shanghai
Tel: 021-63325888, 010-84896188
Fax: 021-63326910, 010-84896417
Sponsor representative: Li Xuwei, Yu Junke
Second, the recommendation of the listed sponsor
The listed sponsor, Orient Securities Co., Ltd., has submitted to the Shenzhen Stock Exchange “Orient Securities Co., Ltd. on the listing of the shares of Boshen Tools Co., Ltd.â€, the opinions are as follows: “The sponsor institution Oriental Securities believes that: Boshen Tools Co., Ltd. The company's application for listing of its shares is in compliance with the relevant provisions of the Company Law, the Securities Law and the Shenzhen Stock Exchange Listing Rules (2008 Revision), and the issuer's shares are listed on the Shenzhen Stock Exchange. Orient Securities is willing to sponsor the issuer's stock listing and trading, and bear the relevant sponsorship responsibilities."
No. 10, Haihe Road, Shijiazhuang High-tech Industrial Development Zone
Sponsor institution
Lead underwriter
Floor 21-29, Building 2, Oriental International Finance Plaza, No. 318 Zhongshan South Road, Shanghai
Section 1 Important Notices and Tips
The company and all directors, supervisors and senior management personnel guarantee the authenticity, accuracy and completeness of the listing announcement, and promise that there is no false record, misleading statement or major omission in the listing announcement, and bear individual and joint legal liabilities.
The opinions of the stock exchanges and other government agencies on the listing of the company's shares and related matters do not indicate any guarantee to the company.
The company has promised to amend the company's articles of association in accordance with the requirements of the "Special Provisions on the Listed Companies of the Small and Medium-sized Enterprises" and the "Guidelines for the Protection of Investors' Rights and Interests of the Small and Medium-sized Enterprises Board" within three months after the listing of the company's shares, stating "(1) After the stock is terminated, the company's stock will enter the agency share transfer system to continue trading; (2) no changes will be made to the provisions of the preceding paragraph in the company's articles of association."
The Company reminds investors that if the relevant contents are not covered by this listing announcement, investors are requested to consult the full text of the company's prospectus published on the website of http://
The actual controllers of the Company, Chen Huairong, Lv Guiqin, Ren Jingjian, Cheng Hui, Zhang Shuyu and related shareholders Tian Jinhong and Pang Jianhua promised that they will not be transferred or entrusted to manage their direct or indirect holdings within 36 months from the date of listing of the company's shares. The shares of the company are not repurchased by the company.
The other 39 natural person shareholders of the company promised that they will not transfer or entrust others to manage the shares of the company directly or indirectly held by the company within 12 months from the date of listing of the company's shares, nor will the company repurchase the shares. The directors, supervisors and senior executives who are shareholders also promise that the shares they transfer each year during their term of office do not exceed 25% of the total number of shares of the company they hold; they are not transferred within half a year after leaving their posts. The shares of the company; the proportion of the shares of the company sold through the stock exchange listed in the trading period of six months after leaving the company accounted for the total number of shares held by the company (including the conditions of restricted sales and unrestricted conditions) Not more than 50%.
The directors, supervisors and senior management of the company promised to strictly abide by the relevant laws and regulations of the Company Law, the Securities Law and the Shenzhen Stock Exchange Listing Rules, and the company’s directors, supervisors and senior management personnel Relevant regulations.
Section 2 Stock Listing
I. Approval of the company's stock issuance and listing
This listing announcement is based on the relevant laws and regulations of the People's Republic of China Company Law, the Securities Law of the People's Republic of China and the Measures for the Administration of Initial Public Offerings and Listing, and is listed in the Stock Exchange of Shenzhen Stock Exchange. The contents of the Notice and the Format Guidelines (Revised in 2009) were prepared to provide investors with an initial public offering of Boshen Tools Co., Ltd. (hereinafter referred to as "the Company", "Company", or "Boshen Tools"). The basic situation of stock listing.
Approved by China Securities Regulatory Commission, China Securities Regulatory Commission [2009] No. 696, the company publicly issued no more than 43.4 million shares of ordinary shares. Based on the preliminary inquiry results, it was determined that the number of shares issued this time was 43.4 million shares. This issuance adopts the offline inquiry to the placing object (hereinafter referred to as “offline placementâ€) and online pricing to all public investors other than the placing target of the preliminary online inquiry (hereinafter referred to as “online distributionâ€). In a combined way, among them, 8.68 million shares were placed under the net, 34.72 million shares were issued online, and the issue price was 11.50 yuan/share.
Approved by the Shenzhen Stock Exchange “Notice on the Listing of RMB Common Stocks of Boshen Tools Co., Ltd.†(Shenzhen [2009] No. 68), the RMB ordinary shares issued by the Company are listed on the Shenzhen Stock Exchange. “Boshen Toolsâ€, stock code “002282â€; among them, 34.72 million shares issued online in this public offering will be listed and traded on August 21, 2009.
The prospectus, prospectus and related documents for the issuance of this offer can be found on the website of The disclosure of the company's prospectus and the prospectus is less than one month away, so the content of the duplicate is not repeated. Investors are advised to check the above.
Second, the company's stock listing
1. Place of listing: Shenzhen Stock Exchange
2. Time to market: August 21, 2009
3. Stock abbreviation: Boshen tool
4. Stock code: 002282
5. Total share capital after initial public offering: 173,400,000 shares
6. Increase in shares of initial public offering: 43,400,000 shares
7. Circulation restrictions and deadlines for shares held by shareholders before issuance:
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8. The commitment of the shareholders to voluntarily lock the shares held before the issuance: the actual controllers of the company, Chen Huairong, Lv Guiqin, Ren Jingjian, Cheng Hui, Zhang Shuyu and related shareholders Pang Jianhua and Tian Jinhong promised: within 36 months from the date of listing of the company's shares The company does not transfer or entrust others to manage the shares of the company that it directly or indirectly holds, nor does the company repurchase the shares.
The other 39 natural person shareholders of the company promised that they will not transfer or entrust others to manage the shares of the company directly or indirectly held by the company within 12 months from the date of listing of the company's shares, nor will the company repurchase the shares. The directors, supervisors and senior executives who are shareholders also promise that the shares they transfer each year during their term of office do not exceed 25% of the total number of shares of the company they hold; they are not transferred within half a year after leaving their posts. The shares of the company; the proportion of the shares of the company sold through the stock exchange listed in the trading period of six months after leaving the company accounted for the total number of shares held by the company (including the conditions of restricted sales and unrestricted conditions) Not more than 50%.
9. Other locking arrangements for the listed shares: The shares of the placing participants participating in the offline placing in this public offering will be locked for three months from the date of the listing of the shares on the Shenzhen Stock Exchange.
10. The shares with no circulation restrictions and lock-up arrangements for this listing: There are no circulation restrictions and lock-up arrangements for the 34.72 million shares issued online in this public offering.
11, the company's shares can be listed trading time
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12. Stock registration institution: China Securities Depository and Clearing Co., Ltd. Shenzhen Branch
13. Listing sponsor: Oriental Securities Co., Ltd.
Section III Situation of the company, shareholders and actual controllers
First, the company's basic situation
1. Chinese name: Boshen Tools Co., Ltd.
English name: BOSUN TOOLS Co. ,Ltd.
2. Legal representative: Chen Huairong
3. Registered capital: 130 million yuan (before issue); 173.4 million yuan (after issue)
4. Date of establishment: June 28, 2007
5. Residence and postal code: No. 10, Haihe Road, High-tech Industrial Development Zone, Shijiazhuang; 050035
6. Business scope: production and sales of synthetic diamonds and products, powder metallurgy products, power tools and Accessories.
7. Industry: C99 Other manufacturing
8, Tel: 0311-85962650 Fax: 0311-85965550
9. Internet address: http://www. Bosuntools. Com
10, e-mail: bod@bosuntools. Com
11. Secretary of the Board of Directors: Ren Jingjian
2. The company's directors, supervisors, senior management personnel and the stocks of the companies they hold
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3. The situation of the controlling shareholder and actual controller of the company
(1) The actual controller
1. The actual controllers of the Company, Chen Huairong, Lv Guiqin, Ren Jingjian, Cheng Hui and Zhang Shuyu, all held more than 10% of the shares. The total number of shares held accounted for 80.887% of the total share capital before the company's issuance, accounting for the total after issue. 60.642% of the share capital. Since 2000, Chen Huairong and other five people have held important positions such as directors or supervisors of the company, which can actually influence or control the company's behavior. Before the issuance, when the company's board of directors or general meeting of shareholders voted on major issues, Chen Huairong and other five people communicated in advance. After obtaining the unanimous opinion, they voted at the board of directors or shareholders meeting with unanimous prior communication. During the multi-year cooperation process, the above five people formed a consensus on major decision-making, which constituted the common control of the company.
Chen Huairong, Lv Guiqin, Ren Jingjian, Cheng Hui, and Zhang Shuyu signed the “Consensus Action Agreement†on July 9, 2008. The agreement stipulates the relevant procedures for forming a consensus, and stipulates that when the company’s general meeting of shareholders votes on the following matters, the actual controller Vote at the company's general meeting in accordance with the consensus:
(1) Decide on the company's business policy and investment plan;
(2) Elect and replace non-employee representatives as directors and supervisors, and decide on the remuneration of directors and supervisors;
(3) Review the company's annual financial budget plan and final settlement plan;
(4) Review the company's profit distribution plan and make up the loss plan;
(5) The company increases or decreases the registered capital;
(6) The company issues corporate bonds;
(7) merger, division, dissolution, liquidation or change of company form, etc.;
(8) Amend the company's articles of association;
(9) The company employs and dismisses accountants;
(10) According to the company's articles of association and relevant regulations, the company needs to decide on the company's foreign investment, acquisition and sale of assets, asset mortgage, external guarantees, entrusted wealth management, related party transactions and other major matters;
(11) Deciding to stop operating the company's existing business or making major changes or adjustments to the nature of the company's business;
(12) Submit other matters as determined by the company's general meeting of shareholders.
2, the actual controller resume
Mr. Chen Huairong, Chairman of the Board of the Company. Chinese nationality, no permanent residency abroad. Born in 1956, bachelor degree, senior engineer, worked in Anhui Petroleum Exploration Company, Shijiazhuang Coal Mine Machinery Factory, Shijiazhuang Diamond Tools Co., Ltd., worked as a workshop technician and technical director of Shijiazhuang Coal Mine Machinery Factory, and chairman of Shijiazhuang Diamond Tools Co., Ltd. From 1998 to 2003, he served as chairman and general manager of the company; since 2003, he has served as chairman of the company. He has been honored as an outstanding entrepreneur in Hebei Province, the tenth outstanding entrepreneur of Shijiazhuang City, and an excellent management manager of Hebei Province. He is currently a member of the Second Management Expert Committee of the Superhard Materials Branch of China Machine Tool Industry Association and the Hardware of the All-China Federation of Industry and Commerce. Executive Vice President of the Electrical and Mechanical Chamber of Commerce, President of the Hebei Hardware and Electrical Chamber of Commerce, and representative of the 10th People's Congress of Hebei Province.
Ms. Lu Guiqin, Chairman of the Supervisory Committee of the Company. Chinese nationality, no permanent residency abroad. Born in 1953, bachelor degree. He worked in Shijiazhuang Coal Mine Machinery Factory and Shijiazhuang Diamond Tools Co., Ltd. He has worked in the company since 1998 and has served as a director of the company. He is currently the chairman of the board of supervisors of the company.
Mr. Ren Jingjian, Director of the Company and Secretary of the Board of Directors. Chinese nationality, no permanent residency abroad. Born in 1964, bachelor degree, engineer. He worked in Shijiazhuang Coal Mine Machinery Factory and Shijiazhuang Diamond Tools Co., Ltd. Since 1998, he has worked in the company and has served as a director of the company. Since June 2007, he has served as Secretary of the Board of Directors of the Company.
Mr. Cheng Hui, Director and Deputy General Manager of the Company. Chinese nationality, with permanent residency in the United States. Born in 1967, college degree. He worked in Shijiazhuang Coal Mine Machinery Factory and Shijiazhuang Diamond Tools Co., Ltd. Since 1998, he has worked in the company and served as a director of the company. Since 2005, he has been the manager of Boshen USA. Since 2006, he has served as the deputy general manager of the company.
Ms. Zhang Shuyu, Director of the Company. Chinese nationality, no permanent residency abroad. Born in 1963, secondary school education. He worked in Shijiazhuang City Mirror Factory and Shijiazhuang Diamond Tools Co., Ltd. Since 1998, he has worked in the company and served as a director of the company.
3. The actual controllers of the Company, Chen Huairong, Lv Guiqin, Ren Jingjian, Cheng Hui and Zhang Shuyu, in addition to holding 80.887% of the shares before the issuance of the company and 60.642% of the shares after the issuance, the only companies that invest or control are Dongying. Oil family.
Dongying Boshen Petroleum Machinery Co., Ltd. was established on November 1, 2001 with a registered capital of 24 million yuan. The residence is No. 38, Zhangzhou Road, Dongying District, Dongying City. The business scope is: oil drilling and mining machinery and equipment, workover Production and sales of tools and oil extraction tools and related technical services (except for laws and regulations that prohibit the operation of business, laws and regulations require that the license must be operated by license). The shareholding structure of Dongying Petroleum is as follows:
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As of June 30, 2009, Dongying Petroleum had total assets of 57.123 million yuan and net assets of 289.8854 million yuan. Dongying Petroleum realized revenue of 8.855 million yuan from January to June 2009, with a total profit of 82,000 yuan (the above data has not been audited).
Fourth, the company's top ten shareholders hold the company's shares after the issue
After the issuance, the company's total number of shareholders was 1,372,006.
The top 10 shareholders of the company hold the shares of the company after the issue as follows:
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Section IV Stock Issuance
1. Number of issues: 43.4 million shares
2. Issue price: 11.50 yuan / share
3. Issuance method: This issuance adopts a combination of offline inquiry and placement to the placing object and online pricing of all public investors other than the placing target of the initial inquiry. In this offering, the shares placed to the Placing through the offline placement were 8.68 million shares, and the effective subscription was 1.90 million shares. The ratio of valid subscriptions to the placement was 0.79633028%, and the subscription multiple was 125.58 times. The issuance of online pricing issued 34.72 million shares, the winning rate was 0.2724912936%, and the oversubscription ratio was 367 times. There were no remaining shares in this online pricing issue, and 64 shares of zero shares were placed under the offline placement, which was subscribed by the lead underwriter, Orient Securities Co., Ltd.
4. Total funds raised: 499,100,000 yuan. Zhongqin Wanxin Certified Public Accountants Co., Ltd. has verified the issue of the issuer’s initial public offering of shares on August 18, 2009, and issued “(2009) Zhongqin Yanzi No. 0080†“Capital Verification Reportâ€. .
5. The total amount of issuance expenses: 29,373,280 yuan, the details are as follows:
â–
Issuance fee per share: 0.68 yuan. (Every issue fee = total issue cost / current issue of share capital)
6. Net proceeds raised: 469,726,720 yuan.
7. Net assets per share after issuance: 4.26 yuan (according to the sum of the audited net assets plus the net amount of this issuance on June 30, 2009, except for the total share capital after the issuance).
8. Earnings per share after the issuance: 0.30 yuan (based on the company's 2008 net profit after deducting non-recurring gains and losses, according to the diluted share capital after the issuance).
Section 5 Other important matters
1. The company has promised to the Shenzhen Stock Exchange that it will improve the company's articles of association and other related systems as soon as possible within three months after listing in strict accordance with the relevant rules of the SME board.
2. Prior to the publication of the letter of intent for the initial public offering of shares on August 4, 2009 to the listing announcement, the Company did not have any significant events that may have a significant impact on the company.
details as follows:
1. The company strictly follows the requirements of the "Company Law", "Securities Law" and other laws and regulations, regulates its operation, operates normally, and its main business development goals are progressing normally;
2. There have been no major changes in the industry or market in which the company is located;
3. The company's raw material purchase price and product sales price have not changed significantly;
4. The company did not have any material related party transactions, and the funds were not occupied by the related parties.
5. The company has not made any major investment behaviors;
6. The company did not have any major assets (or equity) purchase, sale and replacement;
7. The company's residence has not changed;
8. The company's directors, supervisors, senior management personnel and core technical personnel have not changed;
9. The company has not experienced any major lawsuits or arbitrations;
10. The company has not incurred any contingent issues such as external guarantees;
11. There has been no major change in the company's financial status and operating results;
12. The company has no other major issues that should be disclosed.
Section 6 Listing Sponsors and Their Opinions
I. Listing sponsors
Listed Sponsor: Eastern Securities Co., Ltd.
Legal representative: Wang Yimin
Address: 21-29, Building 2, Oriental International Finance Plaza, No. 318 Zhongshan South Road, Shanghai
Tel: 021-63325888, 010-84896188
Fax: 021-63326910, 010-84896417
Sponsor representative: Li Xuwei, Yu Junke
Second, the recommendation of the listed sponsor
The listed sponsor, Orient Securities Co., Ltd., has submitted to the Shenzhen Stock Exchange “Orient Securities Co., Ltd. on the listing of the shares of Boshen Tools Co., Ltd.â€, the opinions are as follows: “The sponsor institution Oriental Securities believes that: Boshen Tools Co., Ltd. The company's application for listing of its shares is in compliance with the relevant provisions of the Company Law, the Securities Law and the Shenzhen Stock Exchange Listing Rules (2008 Revision), and the issuer's shares are listed on the Shenzhen Stock Exchange. Orient Securities is willing to sponsor the issuer's stock listing and trading, and bear the relevant sponsorship responsibilities."
Hesco Barrier(Hesco Box) unit is made of welded mesh panels which are connected with spring Wire.
Material: Low carbon steel wire(ASTM A641 Class 3), stainless steel wire
Surface treatment: Electric galvanized, Hot dip galvanized, Alu-zinc coated after welded, etc.
Wire diameter: 3mm(gauge 11), 4mm(gauge 8), 5mm(gauge 6), 6mm(gauge 4), etc
Spring wire: 3mm(gauge 11), 4mm(gauge 8), 5mm(gauge 6), 6mm(gauge 4), etc
Mesh size: 50*50mm, 75*75mm, 76.2*76.2mm, 100*100mm, etc
Geotextile: 200g/mm2, 250g/mm2, 300g/mm2
size: 7'*5'*95', 3'3"*2'6"*30', 4'6"*2'*32', 7'3"*7'*90', 2'*2`*10`, 2`*5`*32`, 7`*3`6[*18`
Hesco Barrier
High Zinc Coating Hesco Barrier,Arm Hesco Barrier,Hot Dip Galvanized Hesco Barrier,Hesco Box
Anping Deming Metal Net Co.,Ltd , http://www.fencedm.com