Citic Securities Company Limited(600030)
about
Shenzhen Strongteam Decoration Engineering Co.Ltd(002989)
Public issuance of A-share convertible corporate bonds
of
Issuance recommendation
Sponsor (lead underwriter)
(North block of excellence Times Square (phase II), No. 8, Zhongxin Third Road, Futian District, Shenzhen, Guangdong)
February, 2002
Statement
Citic Securities Company Limited(600030) and its recommendation representatives issue this issuance recommendation letter in strict accordance with the business rules, industry practice norms and ethical standards formulated in accordance with the company law of the people’s Republic of China, the securities law of the people’s Republic of China, the measures for the administration of securities issuance and listing recommendation business and other relevant laws and regulations and the relevant provisions of the CSRC, And ensure the authenticity, accuracy and completeness of the documents issued.
catalogue
Declare that 2 catalog Section 1 interpretation Section 2 basic information of this securities issuance five
1、 Sponsor name five
2、 Sponsor’s designated sponsor representative, project coordinator and other project team members five
3、 Issuer information six
4、 The relationship between the sponsor and the issuer seven
5、 Sponsor’s core procedures and opinions Section III commitments of the sponsor Section IV recommendation of the sponsor on this securities offering eleven
1、 Recommendation conclusion of this issue eleven
2、 This offering has fulfilled the legal decision-making procedures eleven
3、 Description of whether this issuance meets the issuance conditions stipulated in the securities law eleven
4、 Description of whether this issuance meets the issuance conditions specified in the administrative measures thirteen
5、 Verification of the paid employment of third-party institutions and individuals in this offering twenty-two
6、 Main risks of the issuer twenty-three
7、 Evaluation of the development prospect of the issuer twenty-nine
Section I interpretation
Unless the context otherwise indicates or otherwise stated, the following abbreviations have the following meanings in this recommendation letter: Sponsor / sponsor / Citic Securities Company Limited(600030) / refers to Citic Securities Company Limited(600030) our institution / our sponsor
The internal audit department refers to the internal audit department under Citic Securities Company Limited(600030)
Core work refers to the internal audit of Citic Securities Company Limited(600030) investment banking
Shenzhen Strongteam Decoration Engineering Co.Ltd(002989) / issuer / company means Shenzhen Strongteam Decoration Engineering Co.Ltd(002989)
Articles of association / articles of association refers to the Shenzhen Strongteam Decoration Engineering Co.Ltd(002989) articles of association
General meeting of shareholders refers to Shenzhen Strongteam Decoration Engineering Co.Ltd(002989) general meeting of shareholders
Board of directors means the Shenzhen Strongteam Decoration Engineering Co.Ltd(002989) board of directors
This recommendation letter / this issuance recommendation letter refers to the recommendation letter of Citic Securities Company Limited(600030) on Shenzhen Strongteam Decoration Engineering Co.Ltd(002989) public issuance of A-share convertible corporate bonds
This issuance / this public offering / this refers to Shenzhen Strongteam Decoration Engineering Co.Ltd(002989) public offering of A-share convertible corporate bonds and issuance of convertible bonds
CSRC refers to the China Securities Regulatory Commission
Yuan, 10000 yuan and 100 million yuan refer to RMB yuan, 10000 yuan and 100 million yuan
Securities Law refers to the securities law of the people’s Republic of China
Company Law refers to the company law of the people’s Republic of China
The Administrative Measures refer to the administrative measures for the issuance of securities by listed companies
In addition, unless otherwise specified in this issuance recommendation letter, relevant terms have the same meaning as in the prospectus for the public offering of A-share convertible corporate bonds (draft application).
Section II basic information of this securities issuance
1、 Name of sponsor
Citic Securities Company Limited(600030) 。 2、 Sponsor’s designated sponsor representative, project coordinator and other project team members
Citic Securities Company Limited(600030) appointed Huang Ci and Yang Bin as the sponsor representatives of Shenzhen Strongteam Decoration Engineering Co.Ltd(002989) public offering of A-share convertible corporate bonds; Qin Han is designated as the Project Co organizer of this issuance; Li Xuhua, Zeng Yansen, Wang Chen, Zheng Yi, Li Zhuguang and Ding Yuhan are designated as members of the project team.
The main practice of the sponsor representative of this offering is as follows:
Huang CI: male, now senior vice president of Citic Securities Company Limited(600030) global investment banking management committee and sponsor representative. The projects I have been responsible for or participated in include China National Complete Plant Import And Export Co.Ltd(000151) non-public offering in 2019, China Eastern Airlines A + H non-public offering in 2018, Langold Real Estate Co.Ltd(002305) absorption and merger of power construction real estate, major asset restructuring of Yunnan Urban Investment, Sinotrans Limited(601598) share exchange and merger of Sinotrans development, Sinotrans Limited(601598) issuance of domestic shares to acquire zhaoshang logistics, China Cssc Holdings Limited(600150) major asset restructuring of power sector of heavy industry group Sinotrans Limited(601598) corporate bonds and other projects in 2021.
Yang Bin: male, now senior vice president of Citic Securities Company Limited(600030) global investment banking management committee and sponsor representative. Projects in charge of or participated in include Sichuan Road & Bridge Co.Ltd(600039) non-public offering of Construction Group Co., Ltd. in 2020, Yunda Holding Co.Ltd(002120) non-public offering in 2017, Metallurgical Corporation Of China Ltd(601618) non-public offering in 2016, Poly Real Estate (Group) Co., Ltd. non-public offering in 2016, China Fortune Land Development Co.Ltd(600340) non-public offering in 2016, Power Construction Corporation Of China Ltd(Powerchina Ltd)(601669) major asset restructuring in 2015 Sichuan Dikang technology Pharmaceutical Co., Ltd. underwent major asset restructuring in 2015, Shaanxi Provincial Natural Gas Co.Ltd(002267) state-owned equity transfer in 2013, corporate bonds of Taiyuan coal gasification Co., Ltd. in 2010, Henan Splendor Science & Technology Co.Ltd(002296) A-share IPO in 2009, Tdg Holding Co.Ltd(600330) public additional issuance in 2007.
The main practices of the issuance co sponsors are as follows:
Qin Han: female, now Citic Securities Company Limited(600030) global investment bank management committee member and vice president. The projects I have been responsible for or participated in include Shenzhen Strongteam Decoration Engineering Co.Ltd(002989) IPO, China Railway Signal & Communication Corporation Limited(688009) IPO, China Eastern Airlines A + H non-public offering, Sinotrans Limited(601598) share exchange, absorption and merger, Sinotrans development and other projects.
3、 Issuer (I) basic information
Chinese name Shenzhen Strongteam Decoration Engineering Co.Ltd(002989)
English Name: Shenzhen strongteam Decoration Engineering Co., Ltd
The date of establishment of the company was changed from September 28, 2000 to November 11, 2013
The registered capital is 151.4 million yuan
Registered address: 8th floor, block C, Shenye Tairan building, Tairan 8th Road, chegongmiao, Futian District, Shenzhen
Office address: 8th floor, block C, Shenye Tairan building, Tairan 8th Road, chegongmiao, Futian District, Shenzhen
Legal representative: Qiao Rongjian
Shenzhen stock exchange where the shares are listed
Listing time: June 10, 2020
Stock abbreviation Shenzhen Strongteam Decoration Engineering Co.Ltd(002989)
Stock code 002989 SZ
Class I professional contracting of Building Decoration Engineering (operated with qualification certificate); Class B business scope of architectural decoration design (with qualification certificate); Purchase and sale of building materials and other Chinese trade (except for projects that need to be approved before registration as stipulated by laws, administrative regulations and decisions of the State Council)
(II) share capital structure
As of June 30, 2021, the total share capital of the company is 151400000 shares, and the share capital structure is as follows:
Number of share types (shares) proportion (%)
1、 Shares with limited sales conditions 75060000 49.58
State Shareholding —
Shareholding of state-owned legal person —
Other domestic shares totaled 75060000 49.58
Including: 55510000 shares held by domestic legal persons 36.67
Shares held by other domestic natural persons 19550000 12.91
Total domestic shareholding: 75060000 49.58
Total foreign holdings —
Including: shares held by overseas legal persons —
2、 Shares with unlimited sales conditions 76340000 50.42
3、 Total number of shares 151400000 100.00
Note: 1) in order to maintain the consistency between the system data, the above data shall be filled in according to the equity structure table issued by zhongdeng company; 2) As of the end of the reporting period, Mr. Zhang an personally held 2.49 million shares that could be listed and circulated under the actual conditions of unlimited sales, and his personal 7.47 million shares (75%) were senior management locked shares;
3) As an enterprise controlled by Zhang an, zhongtian’an promised at the initial public offering that “within 2 years after the company’s shares meet the conditions for reduction, the company will make decisions on reduction according to the capital demand, and the cumulative number of shares reduced each year shall not exceed 25% of the total number of shares directly and indirectly held by the company”, Zhongtian’an holds 9 million shares that can be listed and circulated under the actual conditions of unlimited sale, which is different from the data in zhongdeng’s shareholder structure table. Zhongdeng company did not lock zhongtian’an’s shares, mainly because zhongdeng company did not implement automatic locking due to its individual commitments to shareholders and non statutory rules. (III) Shareholding of shareholders
As of June 30, 2021, the shareholding of the top ten shareholders of the company is as follows:
Serial number shareholder name shareholder nature number of shares (shares) shareholding ratio (%) number of shares with limited sales conditions (shares)
1 zhongtianjian domestic general legal person 44000000 29.06 44000000
2 general legal person in Tian’an 36000000 23.78-
3 Qiao Rongjian domestic natural person 12080000 7.98 12080000
4 natural persons in Zhang’an 9960000 6.58 7470000
5-day human in one domestic general legal person 8000000 5.28 8000000
JPMORGAN
6 Chase Bank, overseas legal person 3847869 2.54 – National
ASSOCIATION
7 let nature take its course domestic general legal person 3510000 2.32 3510000
MORGAN
8 STANLEY&CO.
