Hainan Jingliang Holdings Co.Ltd(000505) application documents for non-public offering of shares
Response to feedback
Sponsor (lead underwriter)
(No. 618, Shangcheng Road, China (Shanghai) pilot Free Trade Zone)
Hainan Jingliang Holdings Co.Ltd(000505)
Reply to feedback on application documents for non-public offering of shares
China Securities Regulatory Commission:
The feedback opinions of the CSRC on the examination of non-public development projects (hereinafter referred to as “the feedback opinions of the CSRC”) have been received. According to the requirements of the feedback, Guotai Junan Securities Co.Ltd(601211) (hereinafter referred to as ” Guotai Junan Securities Co.Ltd(601211) ” or “the sponsor”) in the principle of diligence, honesty and trustworthiness, together with Hainan Jingliang Holdings Co.Ltd(000505) (hereinafter referred to as ” Hainan Jingliang Holdings Co.Ltd(000505) “, “the issuer”, “the applicant” or “the company”), the issuer’s lawyer Beijing Geyun law firm (hereinafter referred to as “the issuer’s lawyer”) The reporting accountant Tianzhi International Certified Public Accountants (special general partnership) (hereinafter referred to as “the issuer’s accountant”) has carefully analyzed and discussed the questions raised in the feedback one by one, verified the questions in the feedback, implemented all the questions mentioned in the feedback one by one and made a written explanation. The reply is as follows. Please review it.
Unless otherwise specified, the abbreviations or terms in this reply have the same meaning as the sponsor due diligence report. In this reply, if there are differences in the mantissa between the sum of some total numbers and each detailed number, these differences are caused by rounding.
catalogue
catalogue 3 question 1 4 question 2 20 question 3 29 question 4 38 question 5 47 question 6 52 question 7 56 question 8 Question 9 66 question 10 70 question 11 79 question 1
As of June 30, the applicant’s book monetary capital was 780 million yuan, trading financial assets were 363 million yuan and short-term loans were 1.723 billion yuan. The applicant is requested to: (1) list the deposit of monetary funds during the reporting period, and explain whether the use of funds is limited or jointly managed with major shareholders and related parties; Supplement the applicant’s deposit and loan business in the group finance company, and explain whether there are differences between relevant business conditions and banks and other financial institutions and the reasons for the differences in combination with the signed financial service agreement; (2) In the case of abundant monetary funds in each year, the reasons and rationality of the applicant’s large amount of short-term loans, whether the loan scale conforms to the company’s industry and business characteristics, whether it matches the company’s business scale in the same period, whether it is different from comparable companies in the same industry and the reasons for the difference; (3) In combination with the holding of available funds such as book monetary funds and financial products, this paper explains the necessity and rationality of the raised funds for making up the current and repaying the loan.
The recommendation institutions and accountants are invited to give verification opinions.
reply:
1、 List the deposit of monetary funds during the reporting period, and explain whether the use of funds is limited or jointly managed with major shareholders and related parties; Supplement the applicant’s deposit and loan business in the group finance company, and explain whether there are differences between relevant business conditions and banks and other financial institutions and the reasons for the differences in combination with the signed financial service agreement
(I) list the deposit of monetary funds during the reporting period, and explain whether the use of funds is limited or jointly managed with major shareholders and related parties
1. Deposit of monetary funds during the reporting period
At the end of each reporting period, the composition of the company’s monetary capital is as follows:
Unit: 10000 yuan
Project 2021.9.30 2020.12.31 2019.12.31 2018.12.31
Cash on hand 7.94 1.68 2.78 4.64
Bank deposit 90259.66 29923.60 55513.87 79470.52
Other monetary funds 10857.53 3621.34 200.20 13011.84
Total 101125.13 33546.62 55716.85 92487.00
The monetary funds of the company are mainly bank deposits and other monetary funds, and all kinds of monetary funds are in strict accordance with the public regulations
It is managed according to the company’s fund management system. At the end of each reporting period, the company’s monetary funds are mainly stored and restricted
The situation is as follows:
Unit: 10000 yuan
Whether the ending book value is limited by the purpose and storage location of the project 2021.9.30 2020.12.31 2019.12.31 2018.12.31
Cash on hand 7.94 1.68 2.78 4.64 for sporadic expenses company no
69720.82 13282.34 22434.43 30820.54 Bank of the company no bank deposit – working capital is used for daily production and operation account
16700.00 15858.57 32647.44 9849.48 group finance company no
Bank deposit – raised funds 3838.84 674.97 224.93 38800.50 no (note) account of the bank to which the company previously raised funds belongs
Bank deposit – litigation and arbitration freeze – 107.72 207.07 – litigation or arbitration freeze the company’s Bank settlement account
Other monetary funds – futures account 10837.72 3601.53 159.48 12979.78 the company’s futures account is available at the end of the period. The company’s futures account is not available
Other monetary funds – housing fund is used for the housing fund of subsidiaries and the housing of the company
Fund and public maintenance deposit 18.96 18.96 39.87 31.22 public maintenance deposit fund and public maintenance deposit account
Other monetary funds – stock account 0.85 0.85 0.85 0.84 the original Zhujiang holding stock account can be the company’s stock account available fund balance account
Total 101125.13 33546.62 55716.85 92487.00 —
Note: during the reporting period, the change in the balance between bank deposits and raised funds was mainly due to the company’s approval by the board of directors,
Carry out cash management and replenish working capital for idle previously raised funds.
2. There were restrictions on the use of monetary funds during the reporting period
During the reporting period, the company’s monetary capital was mainly deposited in a number of banks with good credit and strong business strength
In financial institutions such as group finance companies and futures companies, there are a small number of lawsuits at the end of 2019 and 2020
There is no restriction on the use of funds other than those frozen by arbitration. By the end of 2021, the company’s monetary capital
There are no restrictions on the use of gold.
3. During the reporting period, monetary funds were not jointly managed with major shareholders and related parties
The company attaches great importance to the management of monetary funds, continuously strengthens the internal control of monetary funds and optimizes the internal financial management
Financial management system, and in strict accordance with the Hainan Jingliang Holdings Co.Ltd(000505) fund management system and hainanjing
The commodity derivatives trading management system of grain Holding Co., Ltd. manages the funds and the monetary funds
The management and use meet the independence requirements of listed companies.
For the cash on hand, the company will store it in the safe of the company and its subsidiaries, manage the cash in strict accordance with the relevant systems of cash revenue and expenditure management, clear the cash revenue and expenditure on a daily and monthly basis, count the cash on hand regularly and check the cash journal to ensure that the accounts are consistent with the facts.
For bank deposits and other monetary funds, the company opens bank accounts and futures accounts independently in strict accordance with the regulations, which are deposited in many banks, group finance companies, futures companies and other financial institutions under the name of the company and its subsidiaries, and checks the enterprise journal and reconciliation sheet one by one every month to ensure consistency. In terms of income, timely handle the accounts of the received receipts and payments, and strictly manage the reserved seals of the bank; In terms of expenditure, the company strictly authorizes and approves the payments made by banks and other financial institutions. The company has not signed any fund co management agreement with the major shareholders, and the company’s fund expenditure and use are not restricted by the major shareholders and remain completely independent of the major shareholders.
To sum up, the company does not have “co management of funds” with major shareholders.
(II) supplement the applicant’s deposit and loan business in the group finance company, and explain whether there is any difference between relevant business conditions and banks and other financial institutions and the reasons for the difference in combination with the signed financial service agreement
1. Supplement the applicant’s deposit and loan business in the group finance company
In order to further broaden financing channels, reduce financial expenses, improve capital use efficiency and maximize benefits, the company signed the financial service agreement with Beijing Grain Group Finance Co., Ltd. (later renamed Beijing shounong Food Group Finance Co., Ltd.) on January 26, 2018, which is renewed every three years. According to the agreement, Beijing Grain Group Finance Co., Ltd. provides a series of financial services to the company within its business scope, including but not limited to deposit services, settlement services, credit services and other businesses that the finance company can engage in with the approval of the China Banking and Insurance Regulatory Commission. During the reporting period, the balance of deposits and loans and interest income and expenses between the company and the group finance company are shown in the following table:
Unit: 10000 yuan
Project 2021.9.30 2020.12.31 2019.12.31 2018.12.31 / January September 2021 / 2020 / 2019 / 2018
Deposit balance 16700.00 15858.57 32647.44 9849.48
Current interest income 91.76 39.67 51.57 10.14
Loan balance — 17000.00 28000.00
Current interest expense – 142.63
