Jiangsu Yawei Machine Tool Co.Ltd(002559)
JIANGSU YAWEI MACHINE TOOL CO., LTD.
Address: about Jiangsu Yawei Machine Tool Co.Ltd(002559) in Xiancheng Industrial Park, Huanghai South Road, Jiangdu District, Yangzhou City
Application documents for non-public offering of shares
Response to feedback
Sponsor (lead underwriter)
(No. 95, dongchenggenshang street, Qingyang District, Chengdu)
Reply to Jiangsu Yawei Machine Tool Co.Ltd(002559) feedback
China Securities Regulatory Commission:
According to the requirements of the notice of the CSRC on the first feedback on the examination of administrative licensing projects (hereinafter referred to as the “feedback”) issued by your commission on January 18, 2022, Sinolink Securities Co.Ltd(600109) (hereinafter referred to as ” Sinolink Securities Co.Ltd(600109) ” and “sponsor”) as a sponsor (lead underwriter) for non-public offering of shares by Jiangsu Yawei Machine Tool Co.Ltd(002559) (hereinafter referred to as ” Jiangsu Yawei Machine Tool Co.Ltd(002559) “, “company”, “listed company”, “issuer” or “applicant”), Together with the applicant and the applicant’s lawyer, Beijing Deheng Law Firm (hereinafter referred to as “the applicant’s lawyer”) and the accountant Su yajincheng Certified Public Accountants (special general partnership) (hereinafter referred to as “the accountant”) and other relevant parties, in line with the principles of diligence, honesty and trustworthiness, we will carefully discuss, verify and implement the issues raised in the feedback one by one, And reply and explain one by one. The specific reply is attached.
Explanation on the content, interpretation, format, supplementary and updated disclosure of the reply:
1. Unless otherwise specified, the definitions of abbreviations or terms used in this reply are consistent with the due diligence report of Sinolink Securities Co.Ltd(600109) on Jiangsu Yawei Machine Tool Co.Ltd(002559) non public offering shares (hereinafter referred to as the “due diligence report”);
2. In this reply, if the mantissa of the total count is inconsistent with the mantissa of the sum of the listed values, it is caused by rounding;
3. The supplementary disclosures or amendments involved in this reply have been listed in bold italics in the due diligence report and other documents.
catalogue
Feedback 1 4 feedback 2 9 feedback 3 13 feedback 4 21 feedback 5 29 feedback 6 32 feedback 7 41 feedback 8 51 feedback 9 63 feedback 10 seventy-nine
Feedback 1: the object of this issuance is CRRC Zhuzhou Investment Holding Co., Ltd. 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 shareholding ratio obtained through this subscription and the controlling equity are practical and stable.
The sponsor and the applicant’s lawyer are requested to check and express their opinions.
reply:
1、 Specify the number or range of shares subscribed this time
On September 8, 2021, the issuer held the 20th meeting of the 5th board of directors, deliberated and adopted the proposal on the company’s non-public development and issuance of A-Shares one by one, and submitted it to the general meeting of shareholders for deliberation. On September 27, 2021, the issuer held the second extraordinary general meeting of shareholders in 2021, deliberated and passed the above proposals one by one, and determined that the number of shares in this non-public offering was 111344602 shares, which did not exceed 30% of the total share capital of the company before this non-public offering. The final number of shares issued was subject to the approval document of China Securities Regulatory Commission on this non-public offering.
On September 8, 2021, the issuer and CRRC holdings signed the non-public development bank share subscription agreement with effective conditions. According to the agreement, Jiangsu Yawei Machine Tool Co.Ltd(002559) the number of shares in this non-public offering is 111344602, and the final number shall be subject to the number approved by the CSRC. The agreement also stipulates that CRRC holdings is the only subscriber of Jiangsu Yawei Machine Tool Co.Ltd(002559) this non-public offering, and CRRC holdings subscribes all the shares of Jiangsu Yawei Machine Tool Co.Ltd(002559) this offering.
In conclusion, according to the above resolutions of the 20th meeting of the Fifth Board of directors of the issuer, the second extraordinary general meeting of shareholders in 2021 and the non-public development bank share subscription agreement with effective conditions, the number of shares subscribed by CRRC holdings is all 111344602 shares in this non-public offering, and the final number of shares issued is subject to the number of shares approved by the CSRC.
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
The subscription object of this non-public offering of shares is CRRC holdings. CRRC holdings participated in the subscription of this offering in cash, and the amount of shares to be subscribed is 792773600 yuan. The source of funds for CRRC holding to subscribe for this non-public offering of shares is its own funds or funds raised by itself in a legal way.
According to the documents related to the issuance submitted by CRRC holdings and its controlling shareholder, CRRC property investment, the joint actual controller of CRRC, to the SASAC of the State Council, CRRC holdings participates in the subscription in cash, and the subscription funds are provided by CRRC property investment to CRRC holdings in the form of capital increase, which will be implemented in accordance with the relevant management regulations of CRRC group.
CRRC holdings is the subject of industrial investment and operation control under CRRC group. Its controlling shareholder, CRRC industrial investment, is mainly engaged in equity investment business. As of September 30, 2021, CRRC holdings had total assets of 3271823300 yuan and net assets of 1453528600 yuan, including monetary capital of 231423500 yuan and current assets of 2447926600 yuan; CRRC’s total assets and net assets are 21984913100 yuan and 11282117500 yuan, including 2446196300 yuan of monetary capital and 12012522400 yuan of current assets (the above data are Unaudited). The asset scale of CRRC industrial investment is large, and its asset status and liquidity are good. Its capital increase of CRRC holdings with its own monetary capital on the book is enough to support CRRC holdings to subscribe for all the shares issued this time.
CRRC Holdings has issued the commitment on the source of subscription funds, promising that the funds it subscribes for Jiangsu Yawei Machine Tool Co.Ltd(002559) non-public offering shares are its own funds or legally self raised funds, meet the requirements of laws and regulations and the relevant requirements of China Securities Regulatory Commission for subscription funds, and there is no illegal source of funds; There is no financing in the form of structured arrangements such as graded income; There is no direct or indirect use of Jiangsu Yawei Machine Tool Co.Ltd(002559) and its related party funds for this subscription; There is no case that Jiangsu Yawei Machine Tool Co.Ltd(002559) and its major shareholders provide financial assistance, compensation, promised income or other agreements and arrangements directly or through their stakeholders; The shares subscribed this time are not held by trust, entrusted or any other proxy.
The issuer has issued the letter of commitment on no minimum guarantee income or disguised commitment to the issuing object, promising that there is no case of damaging the legitimate rights and interests of small and medium-sized investors in the name of the issuing object, and that the issuer and its main shareholders do not make any minimum guarantee income or disguised minimum guarantee income commitment to the issuing object, Or provide financial assistance or compensation to the issuing object directly or through stakeholders.
Yawei technology, the major shareholder holding more than 5% of the issuer’s shares, has issued the letter of commitment on the absence of matters related to guaranteed income, promising that there is no case of damaging the legitimate rights and interests of small and medium-sized investors in the name of the issuer and the issuing object, and there is no commitment to guaranteed income or disguised guaranteed income to the issuing object, Or provide financial assistance or compensation to the issuing object directly or through stakeholders.
3、 Whether the shareholding ratio obtained through this subscription and the controlling equity are practical and stable
(I) before the completion of this offering, the issuer’s equity was dispersed, and there were no controlling shareholders and actual controllers
On April 28, 2008, Ji Suqin, Leng Zhibin, Wen Qingyun, Wang Hongxiang, Zhou Jiazhi, Yang Lin, Shi Jinxia, Wang Shouyuan and Wang Jun jointly signed the agreement for concerted action, which agreed that the parties to the agreement, as the persons acting in concert in the decision-making process of the joint stock company, should take concerted action, jointly put forward proposals to the general meeting of shareholders and jointly nominate the directors Candidates for independent directors and supervisors shall jointly convene the extraordinary general meeting of shareholders, exercise the voting right on the proposals considered by the general meeting of shareholders according to the unanimous voting opinions determined by the parties in advance, and entrust them to exercise the voting right without indicating the voting intention; The validity period of the agreement is five years (i.e. from March 1, 2008 to February 28, 2013). If the joint-stock company is successfully listed, if it is less than three years from the date of listing to February 28, 2013, the validity period of the agreement shall be extended to the date of three years after the listing of the joint-stock company. Accordingly, nine people including Ji Suqin were the controlling shareholders and actual controllers of the company at that time.
On March 3, 2011, the company made an initial public offering of A-Shares and was listed. After the above agreement on concerted action expired on March 2, 2014, nine people including Ji Suqin no longer signed the agreement on concerted action, no longer constituted a person acting in concert, and no longer assumed the relevant obligations and responsibilities of the person acting in concert.
Prior to this offering, Jiangsu Yawei Machine Tool Co.Ltd(002559) shares were dispersed, and there was no agreement on concerted action or other acts and facts arranged for concerted action between major shareholders, no concerted action on major matters to jointly control the company, and the issuer had no controlling shareholders and actual controllers.
(II) after the issuance, the actual number of voting rights of CRRC holding is significantly higher than that of other shareholders of the company, which is enough to have a significant impact on the resolutions of the general meeting of shareholders of the company
As of the issuing date of this reply, the main shareholder holding more than 5% of the issuer’s shares is Yawei technology. After the completion of this non-public offering, CRRC holdings will hold 111344602 shares of the issuer, accounting for 16.67% of the total share capital of the issuer after the completion of this offering, and the proportion of voting rights is 16.68%, which is significantly higher than that of Yawei technology, the second largest shareholder. The details are as follows:
Preface before and after the completion of this offering
No. shareholder name shareholding number shareholding ratio voting right proportion shareholding number shareholding ratio voting right (share) case (share) case proportion
1 CRRC holdings 0.00 0.00% 0.00% 111344602 16.67% 16.68%
2 Yawei technology 41456751 7.45% 7.45% 41456751 6.21% 6.21%
Note: at present, the total share capital of the issuer is 556723012 shares. The company holds 489459 shares of the company in the special account for repurchase, and the repurchased shares are not included in the voting rights. Therefore, the total share capital of the company with voting rights is 556233553 shares.
As of the issuing date of this reply, the issuer has no other shareholders holding more than 5% shares except Yawei technology. After the second public offering of AVIC technology, the shareholding ratio of AVIC technology exceeded 10.47%. The number of voting rights that CRRC holdings can actually control is significantly higher than that of other shareholders of the company, which is enough to have a significant impact on the resolutions of the general meeting of shareholders of the company.
(III) Yawei technology, the issuer’s original actual controllers and persons acting in concert, and the current general manager and deputy general manager of the issuer have issued the commitment not to seek control of listed companies
In order to further ensure the stability of CRRC holding’s acquisition of the controlling right of the listed company, Yawei technology, the original actual controller and concerted action person of the issuer, and the current general manager and deputy general manager of the issuer have issued the commitment not to seek the control right of the listed company.
The commitment parties of the above commitment not to seek control of listed companies and their relationship with the issuer are as follows:
Relationship between serial number commitment party and issuer
1. Major shareholders holding more than 5% shares of Yawei technology issuer
2 Leng Zhibin, the issuer’s shareholder, the original actual controller and person acting in concert, is currently the chairman and general manager
3. Shi Jinxia, the issuer’s shareholder, the original actual controller and person acting in concert, is currently the vice chairman, deputy general manager and financial director
4. Shareholders of jisuqin issuer, original actual controllers and persons acting in concert, and current directors
5 Wang Jun, the issuer’s shareholder, the original actual controller and the person acting in concert, is currently the chairman of the board of supervisors
6 Wen Qingyun, the issuer’s shareholder, the original actual controller and the person acting in concert
7. Zhou Jiazhi, the issuer’s shareholder, the original actual controller and the person acting in concert
8 Wang Hongxiang, the issuer’s shareholder, the original actual controller and the person acting in concert
9. Shareholders of Yanglin issuer, original actual controllers and persons acting in concert
10. Wang Shouyuan, the issuer’s shareholder, the original actual controller and the person acting in concert
11 Zhu Pengcheng, the shareholder of the issuer, is currently a director and deputy general manager
12. Pan Enhai, the issuer’s shareholder, is currently a director and deputy general manager
The contents of the above commitment on not seeking control of listed companies are as follows:
“
I promise that from the date when CRRC holding obtains the control of the listed company, I will fully respect the actual control of CRRC holding over the listed company, and promise that there is no intention to seek to obtain the control of the listed company within 60 months from the date when CRRC holding obtains the control of the listed company
