Zhejiang Shuanghuan Driveline Co.Ltd(002472)
Haitong Securities Company Limited(600837)
Reply to the feedback on Zhejiang Shuanghuan Driveline Co.Ltd(002472) non public development bank stock application documents
China Securities Regulatory Commission:
According to the requirements of the feedback on Zhejiang Shuanghuan Driveline Co.Ltd(002472) non public development bank stock application documents (notice on the first feedback on the examination of administrative licensing projects of CSRC No. 213573) (hereinafter referred to as the “feedback”), Zhejiang Shuanghuan Driveline Co.Ltd(002472) (hereinafter referred to as “the applicant”, “the issuer”, “the company” or ” Zhejiang Shuanghuan Driveline Co.Ltd(002472) “) and the recommendation institution Haitong Securities Company Limited(600837) (hereinafter referred to as ” Haitong Securities Company Limited(600837) ” and “the recommendation institution”), the applicant’s lawyer Zhejiang Tianji law firm (hereinafter referred to as “the lawyer”, “the issuer’s lawyer” and “the applicant’s lawyer”) The applicant’s accountant Tianjian Certified Public Accountants (special general partnership) (hereinafter referred to as “applicant’s accountant” and “accountant”) has carefully studied and implemented the relevant issues, and now explains them one by one and replies as follows:
Interpretive font
Questions listed in the feedback are in bold (BOLD)
Answers to questions in arial (not bold)
Modification and supplement of due diligence report (BOLD)
Unless otherwise specified, the terms, names and abbreviations used in this reply are the same as those in the due diligence report of Haitong Securities Company Limited(600837) on Zhejiang Shuanghuan Driveline Co.Ltd(002472) 2021 non-public offering shares (hereinafter referred to as the “due diligence report”); In this reply, if there is any difference in the mantissa between the sum of the total and the sub item values, it is caused by rounding.
The financial reports of the issuer for 2018, 2019 and 2020 have been audited by Tianjian certified public accountants, and the audit reports of “tianjianshen [2019] No. 3108”, “tianjianshen [2020] No. 3918” and “tianjianshen [2021] No. 1718” have been issued respectively. The types of audit opinions are standard uninsured opinions. The financial data of the company from 2018 to 2020 quoted in this reply are quoted from the audited financial statements unless otherwise specified. The issuer’s financial data for the first to third quarters of 2021 were unaudited.
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Question 1 3 question 2 10 question 3 16 question 4 25 question 5 29 question 6 33 question 7 51 question 8 64 question 9 108 question 1
According to the application materials, the listed company is currently an enterprise without controlling shareholders but with actual controllers. The applicant is requested to add: (1) whether the reason for defining as no controlling shareholder at present is sufficient and whether the relevant conditions for determining the controlling shareholder are evaded; (2) At present, the applicant is defined as a non controlling shareholder, whether to avoid the relevant conditions for the identification of horizontal competition; (3) Whether the actual controller has a further reduction plan in the next six months; (4) Whether the obligation of information disclosure has been fulfilled as required; (5) Whether the applicant’s lack of controlling shareholder has a significant adverse impact on the production and operation of the listed company, the implementation of this raised investment and the applicant’s future sustainable operation ability.
The recommendation institution and the applicant’s lawyer shall check the above matters and express clear opinions.
reply:
1、 At present, it is defined as whether the reasons for not having a controlling shareholder are sufficient and whether the relevant conditions for determining the controlling shareholder are avoided
Pursuant to section 216 of the companies law, “(Ⅱ) The controlling shareholder refers to a shareholder whose capital contribution accounts for more than 50% of the total capital of a limited liability company or whose shares account for more than 50% of the total share capital of a joint stock limited company; Shareholders whose capital contribution or proportion of shares held is less than 50%, but the voting rights enjoyed by their capital contribution or shares held are enough to have a significant impact on the resolutions of the shareholders’ meeting and the shareholders’ general meeting “.
As of the end of the reporting period, Wu Changhong, the largest shareholder of the company, directly held 7.71% of the shares of the issuer, Li Shaoguang, the second largest shareholder, directly held 5.54% of the shares of the issuer, and the proportion of shares held by other shareholders did not exceed 5%. According to the above, the company does not have a single shareholder holding more than 50% of the company’s shares, and any single shareholder cannot have a significant impact on the resolutions of the company’s general meeting of shareholders according to the voting rights of the company’s shares held by him. Therefore, it is determined that the company has no controlling shareholder, which complies with the relevant provisions of the company law.
At present, the sixth board of directors of the company is composed of nine Directors (including three independent directors), all of whom are nominated by the board of directors. No single shareholder has obtained more than half or more of the seats on the board of directors of the company, that is, no single shareholder can independently control the board of directors of the company.
According to the prospectus of the company’s initial public offering of A-Shares and listing, before the company’s initial public offering and listing, the largest shareholders were ye Shanqun and Wu Changhong, who directly held 13.75% of the shares of the company respectively, and there were no shareholders holding more than 50% of the shares of the company. According to the regular announcements disclosed by the company over the years, Wu Changhong has always been the largest shareholder of the company, and the shareholding ratio has not exceeded 50%. Therefore, the company has been recognized as having no controlling shareholder since the date of initial public offering and listing.
To sum up, since the date of initial public offering and listing of the company, there has been no single shareholder holding more than 50% of the company’s shares. Any single shareholder can not independently have a significant impact on the resolutions of the company’s general meeting of shareholders or control the board of directors of the company according to the voting rights of the company’s shares held by him. The company has sufficient reasons to define that the company has no controlling shareholder; The company has been recognized as having no controlling shareholder since the date of initial public offering and listing, and there is no situation to evade the recognition conditions of controlling shareholders.
2、 At present, the applicant is defined as a non controlling shareholder and whether to avoid the relevant conditions for the determination of horizontal competition. The actual controllers of the company are Wu Changhong, Chen Juhua, Chen Jianfeng and Jiang Yiqing. The concerted action of the actual controllers is ye Shanqun and Yaxing investment controlled by Ye Shanqun and Chen Juhua. As of the end of the reporting period, Wu Changhong, the largest shareholder of the company, directly held 7.71% of the shares of the issuer, Li Shaoguang, the second largest shareholder, directly held 5.54% of the shares of the issuer, and the proportion of shares held by other shareholders did not exceed 5%.
As of the date of issuance of this reply, the business scope and main business of enterprises other than the issuer controlled by the actual controller of the company and its persons acting in concert and shareholders holding more than 5% are as follows:
Enterprise name control right business scope main business
Ye Shanqun and Chen chrysanthemum jointly invested in industry; Own property lease; Valves, sanitary
Zhejiang Shuanghuan Industrial Control Co., Ltd; Li Shaoguang’s shareholding ratio is the manufacture of sanitary ware and hardware tools; Furniture, motorcycles, industrial investment and other joint-stock companies, for example, 22.22% of the sales of metal materials; Import and export business (country)
(except those prohibited by national laws and regulations)
Investment business permitted by national laws, regulations and policies;
Financial advisory services, tax advisory services, investment advisory services
Yuhuan Chuangxin investment ye Shanqun and Chen chrysanthemum jointly provide consulting services (excluding securities and futures) (without the control of financial assets Co., Ltd.; Li Shaoguang’s shareholding ratio and other regulatory authorities’ approval, they are not allowed to engage in financing equity investment from the public, such as 22.22% deposit, financing guarantee, agency financing and other financial services).
(projects subject to approval according to law shall be approved by relevant departments
Business activities can only be carried out after approval)
Yuhuan Yaxing investment Yuhuan Chuangxin Investment Co., Ltd. investment projects permitted by national laws, regulations and policies; The company holds 84.17% shares of investment consulting, financial and tax consulting, product design and equity investment rights. It is the production technology consulting of the controlling shareholder
Jiaxing environmental innovation enterprises Jiang Yiqing and Chen Jianfeng respectively have general projects: enterprise management. (unless otherwise approved by law)
Manage 66.68% and 33.32% of equity investment (limited partnership) independently on the strength of business license, except for the projects in which the partnership holds the investment share; (business activities)
Yi Qing is the executive secretary
Gang
The issuer’s main business is the R & D, design and manufacturing of mechanical transmission gears and related parts. There is no horizontal competition between the above affiliated enterprises and the issuer.
Wu Changhong, Chen chrysanthemum, Chen Jianfeng and Jiang Yiqing, the actual controllers of the company, and ye Shanqun, Yaxing investment and Li Shaoguang, the shareholders, issued the letter of commitment on avoiding horizontal competition in November 2009, The commitment is as follows: “I (or the enterprise) do not and will not directly or indirectly engage in any activities that constitute horizontal competition with the existing and future businesses of Zhejiang Shuanghuan Driveline Co.Ltd(002472) and its holding subsidiaries, including but not limited to the development, production and sales of Zhejiang Shuanghuan Driveline Co.Ltd(002472) And its holding subsidiaries develop, produce and sell any products with the same or similar products, and are willing to be liable for the economic losses caused to Zhejiang Shuanghuan Driveline Co.Ltd(002472) by violating the above commitments. “
In conclusion, there is no horizontal competition between the actual controller of the company and its persons acting in concert, and the enterprise controlled by shareholders holding more than 5% shares and the company. The actual controller of the company and its persons acting in concert have issued a letter of commitment to avoid horizontal competition. The company is defined as a non controlling shareholder, which complies with the relevant provisions of the company law and does not evade the relevant conditions for the recognition of horizontal competition.
3、 Does the actual controller have any further reduction plan in the next six months
Chen Juhua, one of the actual controllers of the company, and ye Shanqun, the person acting in concert with the actual controller, issued the notification letter on the completion of the implementation of the reduction plan and the commitment not to reduce the shares on November 11, 2020: Chen Juhua and ye Shanqun promised not to reduce the Zhejiang Shuanghuan Driveline Co.Ltd(002472) shares directly held by individuals within 24 months from November 11, 2020, Including the shares generated by the conversion of capital reserve into share capital, distribution of stock dividends, allotment and additional issuance of the above-mentioned shares due to Zhejiang Shuanghuan Driveline Co.Ltd(002472) shares during the commitment period. In case of violation of the above commitments, all the proceeds from the reduction of shares will be turned over to Zhejiang Shuanghuan Driveline Co.Ltd(002472) and bear the legal liabilities arising therefrom according to law.
As of December 31, 2021, Wu Changhong, Chen Jianfeng and Jiang Yiqing, the actual controllers of the company, held 7.71%, 3.51% and 3.74% of the shares of the company respectively. The above actual controllers issued the letter of commitment. Within 6 months from the date of reply to the announcement of the issuer’s feedback on this non-public offering, Wu Changhong Chen Jianfeng and Jiang Yiqing promised not to reduce the Zhejiang Shuanghuan Driveline Co.Ltd(002472) shares directly held in their own names, including the shares generated by the conversion of capital reserve into share capital, distribution of stock dividends, allotment and additional issuance of Zhejiang Shuanghuan Driveline Co.Ltd(002472) shares during the commitment period. In case of violation of the above commitments, all the proceeds from the reduction of shares will be turned over to Zhejiang Shuanghuan Driveline Co.Ltd(002472) and bear the legal liabilities arising therefrom according to law.
The actual controller of the company acting in concert, Yaxing investment, issued a letter of commitment. Within 6 months from the date of the reply to the announcement of the issuer’s feedback on this non-public offering, Yaxing investment promised not to reduce its directly held Zhejiang Shuanghuan Driveline Co.Ltd(002472) shares, including the conversion of capital reserve into share capital, distribution of stock dividends, allotment of shares Shares arising from additional issuance, etc. If the company violates the legal commitment, it will be liable for all the income generated from the reduction of 0022 {shares according to law.
4、 Whether the obligation of information disclosure has been fulfilled as required
(I) major information disclosure about no controlling shareholder and actual controller
According to the verification of the IPO announcement and other relevant documents disclosed by the company, the company is deemed to have no controlling shareholder when the company is IPO and listed, and the actual controller of the company is ye Shanqun family, including ye Shanqun, his spouse Chen chrysanthemum, his eldest son-in-law Wu Changhong, his second son-in-law Chen Jianfeng and his third son-in-law Jiang Yiqing; Ye Shanqun, Chen Juhua, Wu Changhong, Chen Jianfeng and Jiang Yiqing signed the agreement on concerted action on November 30, 2009, which is valid until the expiration of 36 months from the date of Zhejiang Shuanghuan Driveline Co.Ltd(002472) initial public offering and listing. The main contents of the agreement are as follows: the parties to the agreement jointly exercise the right to convene the general meeting of shareholders and jointly put forward the same proposal to the issuer, And adopt unanimous opinions in the voting of all proposals; The parties to the agreement jointly propose candidates for the same Zhejiang Shuanghuan Driveline Co.Ltd(002472) director, independent director and supervisor to the general meeting of shareholders of the issuer, and adopt unanimous opinions in the voting of all proposals; The directors of the issuer among the parties to the agreement jointly propose to convene the board of directors, jointly put forward the same proposal to the board of directors of the issuer, and adopt unanimous opinions in the voting of all proposals; The directors of the issuer among the parties to the agreement jointly nominate the same candidate for chairman and general manager to the issuer, and adopt unanimous opinions in the voting of all candidates; The parties to the agreement shall adopt unanimous opinions when exercising the proposal right and voting right to the general meeting of shareholders and the board of directors on major matters related to the operation and development of the issuer’s company.
On September 9, 2013, due to the expiration of the original agreement on concerted action, the actual controllers of the company ye Shanqun, Chen chrysanthemum, Wu Changhong, Chen Jianfeng and Jiang Yiqing renewed the agreement on concerted action, which was valid until September 8, 2016. The main contents of the agreement were not changed, and the actual controllers of the issuer continued to agree to jointly control the company through concerted action. During the duration of the above agreement, the company disclosed in its annual reports over the years that ye Shanqun, Chen chrysanthemum, Wu Changhong, Chen Jianfeng and Jiang Yiqing signed a concerted action agreement and confirmed it as a concerted action relationship.
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