Stock abbreviation: Hengtong Logistic Co.Ltd(603223) Stock Code: 603223 Hengtong Logistic Co.Ltd(603223)
Hengtong Logistic Co.,Ltd.
(comprehensive logistics park of East Hengtong Logistics Co., Ltd., Yanwei Road, Hebao village, Longkou Economic Development Zone, Yantai City, Shandong Province)
Application documents for non-public offering of shares
Response report to feedback
Sponsor (lead underwriter)
(address: 16-26 floors of Guosen Securities Co.Ltd(002736) building, No. 1012, Hongling Middle Road, Shenzhen)
February, 2002
China Securities Regulatory Commission:
According to the requirements of your commission's notice on one-time feedback on the examination of administrative licensing projects of China Securities Regulatory Commission (No. 213493) (hereinafter referred to as "feedback"), Hengtong Logistic Co.Ltd(603223) (hereinafter referred to as " Hengtong Logistic Co.Ltd(603223) ", "issuer" or "company") has worked with Guosen Securities Co.Ltd(002736) (hereinafter referred to as " Guosen Securities Co.Ltd(002736) " or "recommendation institution") Guohao law firm (Shanghai) (hereinafter referred to as "lawyer"), Hexin Certified Public Accountants (special general partnership) (hereinafter referred to as "accountant") and other intermediaries have carefully studied and verified the feedback. The implementation of the feedback is explained as follows. Please review it.
explain:
1. Unless otherwise specified, the abbreviation or term interpretation in the reply to this feedback has the same meaning as the application document for non-public offering of shares in Hengtong Logistic Co.Ltd(603223) 2021.
2. Any discrepancy between the total count and the sum of the listed values in any table in the response to this feedback is caused by rounding.
catalogue
Question 1 4 question 2 9 question 3 16 question 4 28 question 5 33 question 6 34 question 7 36 question 8 49 question 9 54 question 10 61 question 11 seventy
Question 1. About the controlling shareholder and actual controller. The applicant changed the controlling shareholder to Nanshan Group in November 2020, and the actual controller is Nanshan village villagers' committee. The subscription object of this non-public offering is Nanshan Group. The applicant is requested to explain the basis of Nanshan village villagers' committee as the actual controller in combination with equity structure, management and decision-making mechanism. The sponsor and lawyer are requested to review and express clear opinions.
[reply description]
The issuer identified Nanshan Group as the controlling shareholder and Nanshan village villagers' committee as the actual controller based on the following:
(I) identification basis of the controlling shareholder of the issuer as Nanshan Group
As of September 30, 2021, the total share capital of the issuer was 282240000 shares. The top ten shareholders and their holdings are as follows:
Serial number shareholder name shareholding quantity shareholding ratio (share) (%)
1 Liu Zhendong 58513614 20.73
2 Nanshan Group Co., Ltd. 57301662 20.30
3 song Jianbo 16110025 5.71
4 Yu Jiangshui 15611590 5.53
5 JPMORGAN CHASE BANK,NATIONAL 6,321,423 2.24 ASSOCIATION
6 haoze Zhiyuan (Beijing) Investment Management Co., Ltd. - haoze gushou 4404800 1.56 enhanced No. 7 private securities investment fund
7 Shenzhen Nengjing Investment Holding Co., Ltd. - Nengjing centralized strategy No. 3 2977000 1.05 private securities investment fund
8. CCB Fund - China Construction Bank Corporation(601939) - China Life Insurance Company Limited(601628) - China Life Insurance Company Limited(601628) entrusts CCB 2752545 0.98 trust fund stock portfolio
9 Hou Ruifu 2231553 0.79
10 Zhang Weixin 2148500 0.76
According to the equity structure distribution of the issuer, the basis for the issuer to identify Nanshan Group as the controlling shareholder is as follows:
(1) Song Jianbo, the shareholder of the company, signed the voting right entrustment agreement on Hengtong Logistic Co.Ltd(603223) with Nanshan Group in October 2020. Mr. Song Jianbo entrusted the shareholder's voting rights and other shareholder rights (except the right of income and share transfer) under 16110025 shares of the company (accounting for 5.71% of the total shares of the company) held by him to Nanshan Group, Song Jianbo and Nanshan Group are acting in concert, so Nanshan Group actually controls 26.01% of the shares of the issuer and is the largest shareholder of the company;
(2) Liu Zhendong, the shareholder of the company, holds 20.73% of the shares of the issuer. Liu Zhendong signed the letter of commitment on giving up the voting right in October 2020. Liu Zhendong gave up the voting right of all the shares of the company. The commitment is irrevocable and continues to be valid during the period when he holds the shares of the issuer;
(3) Except for Nanshan Group, Liu Zhendong and song Jianbo, the shareholding ratio of other shareholders is up to 5.53%, and there is no concerted action relationship among the top ten shareholders except Nanshan Group and song Jianbo. Therefore, the shareholding of other shareholders is relatively scattered and will not affect Nanshan Group's control over the issuer;
(4) Since Nanshan Group obtained the control of the company, the proportion of voting rights held by shareholders attending the general meeting of shareholders of the company has not exceeded 30%, while Nanshan Group has 26.01% voting rights and has sent agents to participate in the general meeting of shareholders. Therefore, the voting rights of shares of listed companies that Nanshan Group can actually control are enough to have a significant impact on the resolutions of the general meeting of shareholders of the company, Comply with the provisions of Article 84 of the measures for the administration of the acquisition of listed companies on the recognition of the control right of listed companies;
(5) Referring to the relevant provisions of the answers to some questions on initial business, if the issuer's equity is relatively scattered but the control proportion of a single shareholder reaches 30%, if there is no evidence to the contrary, in principle, the shareholder shall be recognized as the controlling shareholder or actual controller; If the shareholding of the largest shareholder is close to 30%, the proportion of other shareholders is not high and relatively scattered, and the company determines that there is no actual controller, there may be a situation of evading the issuance conditions or supervision through the identification of the actual controller.
Nanshan Group actually controls nearly 30% of the issuer's equity, and the proportion of other shareholders with voting rights is not high and relatively scattered. Therefore, Nanshan Group should be recognized as the controlling shareholder of the company. To sum up, the issuer has sufficient basis for identifying Nanshan Group as the controlling shareholder of the company.
(II) recognition basis of the issuer's actual controller being Nanshan village villagers committee
As of the issuance date of this feedback, the shareholders of Nanshan Group are Nanshan village villagers' committee and song Jianbo, who hold 51% and 49% of the equity of Nanshan Group respectively. Nanshan village villagers' committee is the actual controller of Nanshan Group and the issuer.
1. Basic information of Nanshan village villagers' committee
Nanshan village villagers' committee is a villagers' autonomous organization democratically elected by the villagers of Nanshan village, Dongjiang Town, Longkou City, Shandong Province in accordance with the organic law of villagers' committee of the people's Republic of China and the articles of association of villagers' autonomy of Nanshan village, Dongjiang Town, Longkou City. It is responsible for managing village level finance and collective assets. The villagers' committee is composed of six members. In terms of the decision-making mechanism of the village committee, the villagers' committee of Nanshan village makes decisions according to the democratic decision-making mechanism in which the minority obeys the majority in accordance with the provisions of laws, regulations and rules such as the organic law of the villagers' committee of the people's Republic of China and the articles of association of villagers' autonomy in Nanshan village, Dongjiang Town, Longkou City.
2. The villagers' committee of Nanshan village can control major matters of Nanshan Group through the shareholders' meeting
According to the articles of association of Nanshan Group, except that the amendment of the articles of association, increase or decrease of registered capital, merger, division, dissolution or change of company form must be unanimously approved by the shareholders representing all the voting rights, other matters can be considered and approved by more than half of the voting shareholders, That is, the villagers' committee of Nanshan village has control over major matters such as the decision of the company's business policy and investment plan, the election and replacement of directors and supervisors held by non employee representatives, and the deliberation and approval of the annual financial budget plan and final settlement plan. The powers and rules of procedure of the shareholders' meeting of Nanshan Group are as follows:
"The shareholders' meeting is composed of all shareholders and is the highest authority of the company. It exercises the following functions and powers: (I) decide on the company's business policy and investment plan; (II) elect and replace directors and supervisors not held by employee representatives, and decide on matters related to the remuneration of directors and supervisors; (III) review and approve the report of the board of directors; (IV) review and approve the report of the board of supervisors; (V) Review and approve the company's annual financial budget plan and final account plan; (VI) review and approve the company's profit distribution plan and loss recovery plan; (VII) make resolutions on the increase or decrease of the company's registered capital; (VIII) make resolutions on the issuance of corporate bonds; (IX) make resolutions on the merger, division, dissolution, liquidation or change of corporate form of the company; (x) amend the articles of Association; （11） Other functions and powers stipulated in the articles of association "; "The voting rights of the shareholders' meeting shall be exercised by the shareholders according to the proportion of their paid in capital contribution, which must be approved by the shareholders representing more than half of the voting rights. However, the resolutions made at the shareholders' meeting on Amending the articles of association, increasing or reducing the registered capital, as well as the merger, division, dissolution or change of the form of the company must be unanimously approved by the shareholders representing all the voting rights."
3. The villagers' committee of Nanshan village can control the major operation and management matters of Nanshan Group through the board of directors
There are 7 directors on the board of directors of Nanshan Group, of which more than half of the members of the board of directors are recommended and elected by the villagers' committee of Nanshan village. According to the articles of association of Nanshan Group, the board of directors of Nanshan Group has the right to implement the decisions of the shareholders' meeting, formulate annual financial budget and final accounts and other plans, and appoint or dismiss the company's manager, deputy manager, financial director and other major business and management matters, except for the increase or decrease of registered capital, division, merger, dissolution In addition to making plans to amend the articles of association or change the company form and submitting them to the shareholders' meeting for deliberation, the remaining matters can be deliberated and approved by half of the directors, that is, the villagers' committee of Nanshan village has the control right. The functions, powers and rules of procedure of the board of directors of Nanshan Group are as follows:
"The company has a board of directors with seven members elected by the shareholders' meeting"; "The board of directors shall exercise the following functions and powers: (I) convene the shareholders' meeting and report to the shareholders' meeting; (II) implement the resolutions of the shareholders' meeting; (III) examine and approve the company's business plan and investment plan; (IV) formulate the company's annual financial budget plan and final settlement plan; (V) formulate the company's profit distribution plan and loss recovery plan; (VI) Formulate plans for the company to increase or reduce its registered capital and issue corporate bonds; (VII) formulate plans for merger, division, change of company form and dissolution of the company; (VIII) decide on the establishment of the company's internal management organization; (IX) decide on the appointment or dismissal of the company's manager and his remuneration, and decide on the appointment or dismissal of the company's deputy manager and financial principal and their remuneration according to the nomination of the manager; (x) formulate the basic management system of the company. "; "One person, one vote shall be adopted for the voting of the resolutions of the board of directors. The board of directors shall make plans for the increase or decrease of registered capital, division, merger, dissolution, amendment of the articles of association or change of the company form, which shall be submitted to the shareholders' meeting for deliberation. The resolutions of the board of directors on other matters discussed must be adopted by more than half of the directors".
4. Nanshan village villagers committee is the actual controller of Nanshan Group and the issuer
Referring to the relevant provisions of the answers to some questions on initial business, "the actual controller is the subject who has the control right of the company. When determining the ownership of the control right of the company, it should be based on the principle of seeking truth from facts, respect the actual situation of the enterprise, mainly based on the identification of the issuer itself and confirmed by the shareholders of the issuer." According to the confirmation letter issued by Nanshan Group, Nanshan village villagers' committee and song Jianbo respectively, Nanshan Group confirmed that Nanshan village villagers' committee was the actual controller of Nanshan Group, and Nanshan village villagers' committee and song Jianbo confirmed the identification of the actual controller.
In addition, according to the relevant information disclosure documents of listed companies Shandong Nanshan Aluminium Co.Ltd(600219) (600219. SH), Shandong Nanshan Fashion Sci-Tech Co.Ltd(300918) (300918. SZ) controlled by Nanshan Group together with the issuer, the controlling shareholder and actual controller of Nanshan Group are Nanshan village villagers' committee.
Therefore, Nanshan village villagers' committee is a democratically elected villagers' autonomous organization, which can effectively control Nanshan Group through the shareholders' meeting and the board of directors. It is the controlling shareholder and actual controller of Nanshan Group. Meanwhile, the villagers' committee of Nanshan village can indirectly control the issuer through its control over Nanshan Group, which is the actual controller of the issuer.
In conclusion, combined with the analysis of ownership structure, management and decision-making mechanism, the issuer has sufficient basis for identifying Nanshan Group as the controlling shareholder and Nanshan village villagers' committee as the actual controller.
[verification by intermediaries]
(I) verification process
