Securities Code: 300402
Securities Abbreviation: Baose Co., Ltd.
Announcement No.: 2026-028
Nanjing Baose Co., Ltd.
Announcement on Changes to Some Fundraising Investment Projects
The Company and all members of the Board of Directors guarantee the truthfulness, accuracy, and completeness of the information disclosed, and that there are no false records, misleading statements, or major omissions.
Nanjing Baose Co., Ltd. (hereinafter referred to as the "Company" or "Baose Co., Ltd.") held the 22nd meeting of the 6th Board of Directors on July 17, 2026, and deliberated and approved the "Proposal on Changes to Some Fundraising Investment Projects." The Company agreed to change the implementation content, implementation method, implementation location, and implementation entity of the "Baose (Nantong) High-end Special Equipment Intelligent Manufacturing Project" (hereinafter referred to as the "Fundraising Project") raised by the targeted issuance of shares in 2022. The investment amount and internal investment structure will also be adjusted.
The above matters do not constitute related-party transactions, nor do they constitute a major asset restructuring as stipulated in the "Administrative Measures for Major Asset Restructuring of Listed Companies." The sponsor has issued a clear opinion of no objection. In accordance with the "Shenzhen Stock Exchange GEM Stock Listing Rules," relevant laws and regulations, and the "Company Articles of Association" and "External Investment Management System," this change in the fundraising investment project needs to be submitted for deliberation by the Company's shareholders' meeting. The relevant situation is hereby announced as follows:
I. Overview of Changes to Fundraising Investment Projects
(I) Basic Situation of Fundraising
With the approval of the China Securities Regulatory Commission's "Approval on Nanjing Baose Co., Ltd.'s Targeted Issuance of Shares" (Zhengjian Permit (2023) No. 1059), the Company issued 41,618,497 shares of RMB common stock (A shares) to 15 specific investors at an issuance price of RMB 17.3 per share. The total fundraising amount was RMB 719,999,998.10. After deducting issuance expenses of RMB 14,494,884.28 (excluding VAT), the net fundraising amount was RMB 705,505,113.82. Dahua Certified Public Accountants (Special General Partnership) audited the capital verification of the Company's targeted issuance of shares on July 26, 2023, and issued the "Nanjing Baose Co., Ltd. Capital Verification Report on Targeted Issuance of RMB Common Stock (A Shares)" (Dahua Yan Zi [2023] No. 000457).
The Company has deposited the aforementioned fundraising funds into a special account for fundraising, and has signed tripartite and quadripartite supervision agreements with the sponsor and the bank where the fundraising funds are deposited, to supervise the deposit and use of the fundraising funds in a special account.
(II) Use of Fundraising Funds
According to the "Prospectus for Targeted Issuance of A Shares by Baose Co., Ltd. in 2022 (Registration Draft)" disclosed by the Company, the planned use of the fundraising funds after deducting issuance expenses is for the "Baose (Nantong) High-end Special Equipment Intelligent Manufacturing Project, Baose Engineering Technology R&D Center, Baose Shipbuilding and Marine Engineering Equipment Manufacturing Capacity Improvement Project, Supplementary Working Capital, and Debt Repayment."
On October 21, 2024, the 5th meeting of the 6th Board of Directors, and on December 30, 2024, the 2024 Second Extraordinary General Meeting of Shareholders deliberated and approved the "Proposal on Changes and Termination of Some Fundraising Investment Projects." The total investment of the "Baose Engineering Technology R&D Center Project" was adjusted from RMB 14.4 million to RMB 3.081 million, with remaining funds of RMB 11.319 million. Simultaneously, the "Baose Shipbuilding and Marine Engineering Equipment Manufacturing Capacity Improvement Project" was terminated. The planned total investment for this project was RMB 92 million, with an actual investment of RMB 969.92 million and remaining funds of RMB 8,230.08 million. The intended use of these remaining funds has not yet been determined, and they remain deposited in the special account for the original fundraising investment project.