About Zhejiang Double Arrow Rubber Co.Ltd(002381)
Public issuance of convertible corporate bonds
Issuance recommendation
Sponsor (lead underwriter)
(401, building B7, Qianhai Shenzhen Hong Kong fund Town, 128 guiwan fifth road, Nanshan street, Qianhai Shenzhen Hong Kong cooperation zone, Shenzhen)
Huatai United Securities Co., Ltd
About Zhejiang Double Arrow Rubber Co.Ltd(002381)
Recommendation letter for public issuance of convertible corporate bonds
Zhejiang Double Arrow Rubber Co.Ltd(002381) (hereinafter referred to as the "issuer" and " Zhejiang Double Arrow Rubber Co.Ltd(002381) ") shall submit the issuance application documents in accordance with the relevant provisions of the company law, the securities law, the measures for the administration of securities issuance of listed companies (hereinafter referred to as the "administrative measures") and other relevant laws and regulations. Huatai United Securities Co., Ltd. (hereinafter referred to as "Huatai United Securities" and "sponsor") as the sponsor of this issuance, and Lu Xudong and Qin Nan as the sponsor representatives specifically responsible for recommendation, hereby issue the recommendation letter for this issuance.
The sponsor Huatai United Securities and the sponsor representatives Lu Xudong and Qin Nan promise that the sponsor and the sponsor representative are honest, trustworthy, diligent and responsible in accordance with the company law, the securities law and other relevant laws and regulations and the relevant provisions of the CSRC and Shenzhen Stock Exchange, and in strict accordance with the business rules formulated according to law The issuance recommendation letter shall be issued in accordance with the industry practice code and code of ethics, and the authenticity, accuracy and integrity of the issued documents shall be guaranteed.
Section 1 basic information of this securities issuance
1、 Introduction to the staff of the recommendation institution
1. Sponsor representative
Lu Xudong and Qin Nan are the sponsor representatives responsible for the recommendation. The practice of its recommendation business is as follows:
Mr. Lu Xudong, executive general manager of Huatai United Securities Investment bank business line and sponsor representative. He has successively presided over and participated in Zhejiang Double Arrow Rubber Co.Ltd(002381) IPO, United Chemical IPO, Hunan Friendship&Apollo Commercial Co.Ltd(002277) IPO, Westone Information Industry Inc(002268) IPO, Jiangsu Guotai International Group Co.Ltd(002091) IPO, Ningbo Heli Technology Co.Ltd(603917) IPO, Shanghai Shanghai Yongmaotai Automotive Technology Co.Ltd(605208) IPO, Yango Group Co.Ltd(000671) 2013 non-public offering, Zhongshan Broad-Ocean Motor Co.Ltd(002249) acquisition of Shanghai electric drive and other projects.
Ms. Qin Nan, vice president of Huatai United Securities Investment bank business line and sponsor representative. He participated in or was responsible for Zhongshan Broad-Ocean Motor Co.Ltd(002249) acquisition of Shanghai electric drive, private placement of Guangzhou Friendship in 2015, Ningbo Heli Technology Co.Ltd(603917) IPO, Shanghai Shanghai Yongmaotai Automotive Technology Co.Ltd(605208) IPO, Jiangsu newtage IPO and other projects.
2. Project Co sponsor
The co sponsor of this project is Kang Ming, whose practice of recommendation business is as follows:
Mr. Kang Ming, senior manager of Huatai United Securities Investment bank business line, master of taxation. He has successively participated in Yindu Kitchen Equipment Co.Ltd(603277) IPO, Tongkun Group Co.Ltd(601233) 2018 convertible bonds, Shenzhen Wote Advanced Materials Co.Ltd(002886) 2020 non-public, Zhejiang Huace Film And Tv Co.Ltd(300133) 2020 issuance of shares to specific objects and other projects.
3. Other project team members
Other members of the project team participating in the recommendation work include Jiang Xiaoyu and Qin Jianyi.
2、 Basic information of the issuer
1. Company name: Zhejiang Double Arrow Rubber Co.Ltd(002381)
2. Registered address: Wancun, zhouquan Town, Tongxiang City, Zhejiang Province
3. Date of establishment: November 13, 2001
4. Registered capital: 411572264 yuan
5. Legal representative: Shen Gengliang
6. Contact: 86-573-88539880
Contact Fax: 86-573-88539880
mail box: [email protected]. ； [email protected].
7. Business scope: production and sales of rubber products and canvas; Sales of rubber raw materials, textile raw materials (except white factory silk) and chemical products (except dangerous goods); Operate import and export business (see the qualification certificate of import and export enterprises for details)
8. Type of securities issuance: public issuance of convertible corporate bonds
3、 Description of the interests and main business transactions between the recommendation institution and its related parties and the issuer and its related parties
After verification, the interests and main business transactions between the recommendation institution and its related parties and the issuer and its related parties are described as follows:
(I) as of March 31, 2021, the controlling shareholder Huatai Securities Co.Ltd(601688) of the recommendation institution held 325739 shares of the issuer, accounting for 0.08% of the total share capital of the issuer; In addition, the sponsor or its controlling shareholders, actual controllers and important related parties do not hold shares of the issuer or its controlling shareholders, actual controllers and important related parties.
(II) the issuer or its controlling shareholders, actual controllers and important related parties do not hold shares of the sponsor or its controlling shareholders, actual controllers and important related parties.
(III) the recommendation representative and his / her spouse, directors, supervisors and senior managers of the recommendation institution do not hold shares of the issuer or its controlling shareholders, actual controllers and important related parties, or hold positions in the issuer or its controlling shareholders, actual controllers and important related parties.
(IV) the controlling shareholders, actual controllers and important related parties of the recommendation institution and the controlling shareholders, actual controllers and important related parties of the issuer do not provide guarantee or financing to each other.
(V) there is no other related relationship between the recommendation institution and the issuer.
4、 Kernel overview
(I) description of internal audit procedure
Specific process of kernel:
1. The project team applies for the kernel
On April 3, 2021, the project team prepared the application documents according to the specific conditions of the project and the regulations, and submitted an application for approval to the quality control department after preliminary review by the investment banking business line.
2. Pre qualification of quality control department
After receiving the kernel application, the quality control department shall review the integrity, compliance and text format of the application materials according to the relevant regulations of the regulatory authority, and check whether the project team is diligent and responsible through the working paper verification and on-site verification procedures. After the nuclear pre-trial work, a written nuclear pre-trial opinion was issued on April 10, 2021.
According to the written opinions of the nuclear prequalification personnel, the project team will check the relevant issues, modify, supplement and improve the application documents, and submit the special reply to the nuclear prequalification opinions to the quality control department on April 19, 2021 after the verification and modification.
3. Internal audit of compliance and risk management department
The compliance and risk management department conducted internal audit on the Shuangjian convertible bond project in the form of written audit on April 20, 2021. The examiner pointed out the problems and deficiencies of the project team in the process of due diligence on important matters according to the examination of the examination and working papers, and asked the project team to make rectification. The project team shall conduct supplementary due diligence on relevant matters according to the requirements of the audit team, and supplement and improve the corresponding working papers.
4. Review of kernel team meeting
After the reviewers of the quality control department review the preliminary review comments of the project team, reply and approve, and accept the working paper, the reviewers of the quality control department issue the quality control report, and then the compliance and risk management department organizes and holds the company's equity financing business core group meeting for review.
The members of the core management team replied to the pre-trial meeting (including the pre-trial comments) in the form of electronic documents, which were sent to the members of the core management team 3 days in advance.
On April 24, 2021, Huatai United Securities held the 30th core group meeting of equity financing business in 2021 in the form of teleconference in the conference room where each department of the investment bank in Beijing, Shanghai, Shenzhen and Nanjing was located. A total of 7 members of the kernel team participated in the meeting, and the review results were valid.
All the members of the kernel team who participated in the meeting reviewed the main securities issuance application documents submitted by the project team and the special replies to the pre-trial opinions of the kernel before the meeting. During the meeting, the members of each core group spoke one by one to explain the issues they thought might constitute obstacles to the issuance and listing. For the contents not clearly stated in the application documents, the project team is required to make further explanation. After full communication with the project team, propose further solutions to be taken.
The core review meeting adopts closed, open and independent voting. The voting results are divided into three cases: pass, veto and suspension of voting. Members of the review team shall vote independently according to the review and send their voting opinions to the mailbox designated by the compliance and risk management department.
If the application for approval is approved by more than 2 / 3 of the votes of the members participating in the meeting, the approval result is passed; If the "no" vote is more than 1 / 3, the result is veto; The kernel result corresponding to other voting conditions is "suspension of voting". The core meeting reviewed the Zhejiang Double Arrow Rubber Co.Ltd(002381) convertible bond project through full discussion, and the voting result was passed.
5. Implementation of the opinions of the core group
After the core group meeting, the compliance and risk management department will summarize the contents of the audit opinion form, form the final core group opinion, and send it to the project team in the form of notification of internal audit results. In the notice of the result of the audit, it clearly states whether the securities issuance application has passed the internal audit procedures, and lists the problems that need further verification, the requirements for the revision of the application documents, etc. The project team shall take solutions according to the opinions of the kernel team and conduct supplementary verification or information disclosure. After confirming that the contents mentioned in the opinions of the core group have been implemented, the quality control department and the compliance and Risk Management Department formally agree to issue a formal recommendation document for the issuer to recommend its public issuance of convertible corporate bonds.
(II) comments on the core
On April 24, 2021, Huatai United Securities held the 30th core meeting of equity financing business in 2021 and approved the core application of Zhejiang Double Arrow Rubber Co.Ltd(002381) public offering of convertible corporate bonds. The review opinion of the members of the kernel team is: agree.
Section II commitment of recommendation institution
Huatai United Securities promises that it has conducted due diligence and prudent verification on the issuer, its controlling shareholders and actual controllers in accordance with laws, administrative regulations and the provisions of the CSRC and the exchange, agreed to recommend the issuance and listing of the issuer's securities, and issued this issuance recommendation accordingly. In accordance with the provisions of Article 26 of the measures for the administration of securities issuance and listing recommendation business, following the industry recognized spirit of diligence and business standards, performing full due diligence procedures and carefully verifying the application documents, the company made the following commitments:
(I) there are sufficient reasons to believe that the issuer complies with laws and regulations and the relevant provisions of the CSRC on securities issuance and listing;
(II) there are sufficient reasons to believe that there are no false records, misleading statements or major omissions in the issuer's application documents and information disclosure materials;
(III) there are sufficient reasons to believe that the basis for the opinions expressed by the issuer and its directors in the application documents and information disclosure materials is sufficient and reasonable;
(IV) there are sufficient reasons to believe that there is no material difference between the application documents and information disclosure materials and the opinions issued by the securities service institution;
(V) ensure that the designated sponsor representative and relevant personnel of the sponsor have been diligent and conscientious, and have conducted due diligence and prudent verification on the issuer's application documents and information disclosure materials;
(VI) ensure that there are no false records, misleading statements or major omissions in the issuance recommendation letter and other documents related to the performance of recommendation duties;
(VII) ensure that the professional services provided and professional opinions issued to the issuer comply with laws, administrative regulations, the provisions of the CSRC and industry norms;
(VIII) voluntarily accept the regulatory measures taken by the CSRC in accordance with these measures.
Section III recommendation on this securities issuance
1、 Recommendation conclusion
Following the principles of honesty, trustworthiness and diligence, Huatai United Securities has conducted a comprehensive investigation on the issuer in accordance with the requirements of the CSRC on the due diligence of the sponsor, such as the guidelines for the due diligence of sponsors. After fully understanding the operation status of the issuer and the risks and problems it faces, Huatai United Securities has sufficient reasons to believe that the issuer complies with the company law and the securities law According to the conditions related to the public issuance of convertible corporate bonds in the measures for the administration of securities issuance of listed companies and other laws and regulations, it is agreed to recommend its public issuance of convertible corporate bonds as a sponsor. 2、 Description of relevant decision-making procedures for this securities issuance
The internal decision-making procedures performed by the issuer for this securities issuance are as follows:
1. On September 25, 2020, the issuer held the sixth meeting of the seventh board of directors. Nine directors were expected to attend the meeting, and nine actually attended the meeting. The proposal on the company's compliance with the conditions for public issuance of A-share convertible corporate bonds and the proposal on the company's public development and issuance of A-share convertible corporate bonds were deliberated and adopted.
2. On February 25, 2021, the issuer held the 8th meeting of the 7th board of directors, which was attended by 9 directors and 9 actually attended the meeting. The proposal on the company meeting the conditions for public issuance of A-share convertible corporate bonds and the proposal on the company's plan for public development and issuance of A-share convertible corporate bonds (Revised Version) were deliberated and adopted Proposal on diluting the immediate return, taking filling measures and commitments of relevant subjects (Revised Draft) of the company's public issuance of A-share convertible corporate bonds, and proposal on requesting the general meeting of shareholders to authorize the board of directors and its authorized persons to fully handle matters related to the public issuance of A-share convertible corporate bonds. And so on.
3. On March 22, 2021, the issuer held the 2020 annual general meeting of shareholders. The shareholders' representatives attending the meeting held 156450747 shares, accounting for 38.0129% of the total share capital of the issuer. The proposal on the company's compliance with the conditions for public issuance of A-share convertible corporate bonds and the proposal on the company's plan for public issuance of A-share convertible corporate bonds were deliberated and adopted Proposal on the company's plan for public issuance of A-share convertible corporate bonds (Revised Version), proposal on the company's feasibility analysis report on the use of funds raised by public issuance of A-share convertible corporate bonds, proposal on the company's report on the use of previously raised funds The proposal on diluting the immediate return of the company's public issuance of A-share convertible corporate bonds, taking filling measures and the commitments of relevant subjects (Revised Draft), the proposal on formulating the company's rules for the meeting of convertible corporate bondholders, the shareholder return plan for the next three years (2021 ~ 2023) Proposal on requesting the general meeting of shareholders to authorize the board of directors and its authorized persons to fully handle matters related to the public offering of A-share convertible corporate bonds, etc.
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