About Cecep Solar Energy Co.Ltd(000591)
Application documents for non-public offering of shares
Response to feedback
Sponsor (lead underwriter)
2 / F, building 2, No. 27, Guomao street, Chaoyang District, Beijing
China Securities Regulatory Commission:
The notice of the CSRC on the first feedback on the examination of administrative licensing projects (No. 220025) (hereinafter referred to as the "feedback") issued by your association on January 28, 2022 has been received. Cecep Solar Energy Co.Ltd(000591) (hereinafter referred to as " Cecep Solar Energy Co.Ltd(000591) ", "company", "issuer" and "applicant") together with China International Capital Corporation Limited(601995) (hereinafter referred to as "sponsor", "601995}"), Lixin Certified Public Accountants (special general partnership) (hereinafter referred to as "Lixin", "accountant" and "auditor") Beijing Zhonglun law firm (hereinafter referred to as "Zhonglun", "lawyer") and other intermediaries have replied to the relevant questions mentioned in the feedback as follows. Please review it.
Unless otherwise specified, the words and abbreviations in this feedback response report (hereinafter referred to as "this response report") have the same meanings as those in the due diligence report. The font of this reply report is as follows:
The questions listed in the feedback are in bold
Responses to the questions listed in the feedback
If there is any difference in the mantissa between the sum of part of the total in this reply report and the sum directly added to each addend, it is caused by rounding.
catalogue
Question 1 4 question 2 9 question 3 20 question 4 40 question 5 49 question 6 65 question 7 123 question 8 144 question 9 149 question 10 156 question 11 161 question 1
The objects of this issuance include cecep and its controlled cecep capital. Please add:
(1) Specify the number or range of shares subscribed this time;
(2) The source of subscription funds, whether it is self owned funds, whether there is external raising, holding, structured arrangement or direct or indirect use of the funds of the applicant and its related parties for subscription, and whether there is financial assistance or compensation provided by the applicant or interested parties;
(3) Whether the controlling shareholders and their affiliates have any reduction or reduction plan from six months before the pricing benchmark date to six months after the completion of this offering; if so, express clear opinions on whether such circumstances violate Article 44 of the securities law and the relevant provisions of the measures for the administration of securities issuance of listed companies; If not, please issue a commitment and make public disclosure.
The recommendation institution and lawyers are invited to give verification opinions.
reply:
1、 Statement of facts
(I) specify the number or range of shares subscribed this time
On February 16, 2022, the issuer signed the supplementary agreement between China energy conservation and Environmental Protection Group Co., Ltd., China energy conservation Capital Holding Co., Ltd. and Cecep Solar Energy Co.Ltd(000591) on the conditional effective share subscription agreement of non-public development shares with China energy conservation and China energy conservation capital. The supplementary agreement on the number range of shares subscribed by China energy conservation and China energy conservation capital is as follows: 1. China energy conservation The total number of shares to be subscribed by cecep capital shall not be less than 34.70% of the actual number of shares issued in this non-public offering, and shall not be higher than 45% of the actual number of shares issued in this non-public offering. Among them, the number of shares to be subscribed by cecep shall not be less than 31.27% of the actual number of shares issued in this non-public offering, not more than 40.55% of the actual number of shares issued in this non-public offering, and the number of shares to be subscribed by cecep capital shall not be less than 3.43% of the actual number of shares issued in this non-public offering, not more than 4.45% of the actual number of shares issued in this non-public offering. Within the above scope, cecep The final subscription amount of cecep capital shall be determined by the supplementary agreement signed by all parties after separate negotiation; 2. If there is no subscription quotation or effective quotation in this non-public offering and the issuing price is not finally generated through inquiry, cecep and cecep capital promise to subscribe for the shares of this non-public offering at the base price of this non-public offering, The total subscription amount shall not be lower than 34.70% of the upper limit of the issuance amount (hereinafter referred to as "the issuance amount approved by the CSRC") specified in the approval document of the CSRC, and shall not be higher than 45% of the upper limit of the issuance amount approved by the CSRC; Among them, the subscription amount of cecep shall not be lower than 31.27% of the maximum number of issues approved by the CSRC, not higher than 40.55% of the maximum number of issues approved by the CSRC, and the subscription amount of cecep capital shall not be lower than 3.43% of the maximum number of issues approved by the CSRC and not higher than 4.45% of the maximum number of issues approved by the CSRC. Within the above scope, cecep The final subscription amount of cecep capital shall be determined by the supplementary agreement signed by all parties after separate negotiation.
The 9th meeting of the 10th board of directors of the issuer The sixth meeting of the 10th board of supervisors deliberated and approved the proposal on adjusting the company's non-public offering scheme, the proposal on the company's non-public offering scheme (Revised Draft), the proposal on the signing of the supplementary agreement on the conditional entry into force of the share subscription agreement for non-public offering of shares between the company and the issuing object and related party transactions, Deliberated and confirmed the range of shares subscribed by cecep and cecep capital.
To sum up, both cecep and cecep capital have defined the number range of shares subscribed this time.
(II) whether the source of subscription funds is self owned funds, whether there is external raising, holding, structured arrangement or direct or indirect use of the funds of the applicant and its related parties for subscription, and whether there is financial assistance or compensation provided by the applicant or interested parties
The objects of this non-public offering include cecep and its controlled cecep capital. The capital source for cecep and cecep capital to subscribe for this non-public offering is its own funds or self raised funds. By the end of September 2021, cecep had held monetary capital of 21323096175.42 yuan, current assets of 90254874722.18 yuan, monetary capital of 786210219.77 yuan and current assets of 862433129.02 yuan. With strong financial strength, cecep has the ability to subscribe for this non-public offering.
On September 30, 2021, the issuer disclosed the announcement that there is no financial assistance or compensation provided to investors participating in the subscription directly or through stakeholders, "In accordance with the measures for the administration of securities issuance by listed companies and the detailed rules for the implementation of non-public development of shares by listed companies" According to the provisions of relevant laws, regulations and normative documents, the company hereby promises that the company does not provide financial assistance or compensation to investors participating in the subscription directly or through stakeholders in the process of this non-public offering of shares. The company does not provide financial assistance or compensation to investors participating in the subscription directly or through stakeholders.
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In addition, China energy conservation and China energy conservation capital have issued a letter of commitment on the source of subscription funds for non-public Development Bank shares, which is as follows:
"1. The funds used by the company to subscribe for the shares of the issuer in this non-public offering are all legal self owned funds or self raised funds, and there is no external offering, holding on behalf of others, structured arrangement or direct or indirect use of the funds of the issuer and its related parties (except the company) for this subscription;
2. As for the company's subscription of the issuer's shares in this non-public offering, there is no situation in which the issuer provides financial assistance, compensation and income commitment arrangements to the company directly or through its stakeholders;
3. With regard to the company's subscription for the shares of the issuer's non-public offering, there is no situation in which the company provides financial assistance, compensation and income commitment arrangements to other subscription objects directly or through interested parties. "
To sum up, the subscription funds of cecep and cecep capital, the object of this non-public offering, are self owned funds or self raised funds; There is no external offering, holding on behalf, structured arrangement, or direct or indirect use of the funds of the issuer and its related parties (except China energy conservation and China energy conservation capital, the object of this issuance) for this subscription; There is no financial assistance or compensation provided by the issuer or interested parties.
(III) whether the controlling shareholders and their affiliates have any reduction or reduction plan from six months before the pricing benchmark date to six months after the completion of this offering; if so, express clear opinions on whether such circumstances violate Article 44 of the securities law and the relevant provisions of the measures for the administration of securities issuance of listed companies; If not, please make a commitment and publicly disclose that the proposal on the company's non-public offering of shares and the proposal on the company's compliance with the conditions for non-public offering of A-Shares were deliberated and adopted at the third meeting of the 10th board of directors held on September 29, 2021 and the third extraordinary general meeting of shareholders held on October 18, 2021 And other proposals related to the non-public offering, and determine the pricing benchmark date of the non-public offering as the first day of the offering period.
After inquiry, the announcement of listed companies from six months before the resolution date of the board of directors of non-public offering (i.e. March 29, 2021) to the issuance date of this reply report, and the top n detailed data sheet of consolidated general account and margin trading credit account issued by China Securities Depository and Clearing Co., Ltd. 1, China energy conservation Shenzhen Huayu and cecep capital did not reduce the shares of the company from six months before the resolution of the board of directors of the non-public offering to the date of issuance of this reply report.
In addition, cecep, cecep capital and Shenzhen Huayu have issued the letter of commitment on no reduction of shares in a specific period on September 29, 2021. The specific contents are as follows:
"1. From six months before the date of the resolution of the board of directors on matters related to this non-public offering (September 29, 2021) to the date of issuance of this commitment letter, the company and related parties controlled by the company do not reduce the shares of the issuer;
1. The equity registration dates are March 31, 2021, April 30, 2021, May 31, 2021, June 30, 2021, July 30, 2021, August 31, 2021, September 30, 2021, October 29, 2021, November 30, 2021, December 31, 2021, January 28, 2022 and February 10, 2022.
2. From the date of issuance of this letter of commitment to 6 months after the completion of the issuer's non-public offering of shares, the company and its controlled related parties will not reduce their holdings of the issuer's shares in any way, and there is no plan to reduce their holdings of the issuer's shares (including the shares generated by equity distribution such as share distribution and conversion of provident fund into share capital during the commitment period), Except for internal adjustments such as free transfer of shares of the issuer held by wholly-owned subsidiaries of China energy conservation and Environmental Protection Group Co., Ltd. (hereinafter referred to as "China energy conservation"), which will not lead to changes in the number of shares of the issuer held by China energy conservation and its persons acting in concert;
3. If the company and the related parties controlled by the company violate the above commitments and reduce their holdings, the company and the related parties controlled by the company promise that all the proceeds from the reduction will belong to the issuer and bear the legal liabilities arising therefrom in accordance with the law. "
The issuer has publicly disclosed the above commitments on February 17, 2022.
To sum up, cecep and its affiliates have no reduction or reduction plan from six months before the pricing benchmark date to six months after the completion of this offering. Cecep, cecep capital and Shenzhen Huayu have issued effective commitments on not reducing the shares of the issuer. The issuer has publicly disclosed the above commitments.
2、 Verification opinions of intermediary institutions
(I) verification procedures implemented by the sponsor and lawyers
The recommendation institutions and lawyers have mainly performed the following verification procedures:
1. Obtained and consulted the financial statements of cecep and cecep capital as of September 30, 2021;
2. We have consulted the letter of commitment on the source of funds for subscription of shares of this non-public Development Bank issued by China energy conservation and China energy conservation capital;
3. We have consulted the announcement of the issuer that there is no financial assistance or compensation provided to investors who participate in the subscription directly or through stakeholders in the non-public development of shares this time;
4. Reviewed the relevant meeting documents of the third meeting of the 10th board of directors, the third extraordinary general meeting of shareholders in 2021, the ninth meeting of the 10th board of directors and the sixth meeting of the 10th board of supervisors of the issuer;
5. Reviewed the conditional effective share subscription agreement and the supplementary agreement to the conditional effective share subscription agreement signed by the issuer and cecep and cecep capital;
6. Consulted the letter of commitment on no reduction of shares in a specific period issued by China energy conservation, China energy conservation capital and Shenzhen Huayu;
7. Having consulted the detailed data sheet of top n consolidated general accounts and margin trading credit accounts issued by China Securities Depository and Clearing Co., Ltd. 2;;
8. Consulted the relevant announcements of the issuer to understand the public commitment.
(II) verification opinions of recommendation institutions and lawyers
After verification, the recommendation institution and lawyer believe that:
1. Both cecep and cecep capital have defined the number range of shares subscribed this time.
2. The non-public offering object China energy conservation and China energy conservation capital subscription funds are self owned funds or self raised funds; There is no external offering, holding on behalf, structured arrangement, or direct or indirect use of the funds of the issuer and its related parties (except China energy conservation and China energy conservation capital, the object of this issuance) for this subscription; There is no financial assistance or compensation provided by the issuer or interested parties.
3. China energy conservation and its affiliates have no reduction or reduction plan from six months before the pricing benchmark date to six months after the completion of this offering. China energy conservation, China energy conservation capital and Shenzhen Huayu have issued relevant certificates for the non reduction of the issuer's shares
