Stock abbreviation: Ningbo Tuopu Group Co.Ltd(601689) securities code: 601689 about Ningbo Tuopu Group Co.Ltd(601689)
Application documents for public issuance of convertible corporate bonds
Response to feedback
Sponsor (lead underwriter)
(No. 111, Fuhua 1st Road, Futian street, Futian District, Shenzhen)
February, 2002
China Securities Regulatory Commission:
The notice of the CSRC on the first feedback on the examination of administrative licensing projects (No. 213502) (hereinafter referred to as the "feedback") issued by your association on January 20, 2022 has been received, and China Merchants Securities Co.Ltd(600999) (hereinafter referred to as "sponsor" or " China Merchants Securities Co.Ltd(600999) ") together with Ningbo Tuopu Group Co.Ltd(601689) (hereinafter referred to as " Ningbo Tuopu Group Co.Ltd(601689) ", "company", "issuer" or "applicant") Guohao law firm (Shanghai) (hereinafter referred to as "lawyer" or "Guohao law firm") and Lixin Certified Public Accountants (special general partnership) (hereinafter referred to as "accountant" or "Lixin club") have implemented the problems listed in the feedback one by one. The reply is as follows, please review.
(unless otherwise specified, the abbreviations or terms in this reply report have the same meaning as the prospectus for the public offering of convertible corporate bonds; in this reply report, if the total value is inconsistent with the mantissa of the sum of the itemized values, it is caused by rounding.)
catalogue
Question 1 3 question 2 5 question 3 20 question 4 32 question 5 40 question 6 43 question 7 67 question 8 93 question 9 99 question 10 115 question 11 121 question 12 138 question 13 152 question 14 162 question 15 one hundred and seventy
Question 1
According to the application documents, the text of this convertible bond prospectus does not agree on the situation of breach of contract, liability for breach of contract and the way of undertaking it. The issuer is requested to supplement whether the disclosure of the situation of this convertible bond breach and the relevant contents of the liability for breach comply with the relevant provisions of the measures for the administration of convertible corporate bonds. The recommendation institution and lawyers are invited to give verification opinions.
reply:
1、 The issuer is requested to supplement whether the disclosure of the situation of this convertible bond breach and the relevant contents of the liability for breach comply with the relevant provisions of the measures for the administration of convertible corporate bonds
The issuer has made supplementary disclosure on the situation of breach of contract, liability for breach of contract and the way of undertaking it in "IV. liability for breach of contract" in "section II overview of this offering" of the prospectus. The details are as follows:
"IV. liability for breach of contract
(I) breach of contract
The defaults under the convertible bonds are as follows:
1. The issuer fails or is expected to fail to pay the due principal and / or interest when the current convertible bonds are due and accelerated (if applicable);
2. During the duration of the current convertible bond, according to the provisions of the issuer's issuance documents of other debt financing instruments, the issuer fails to pay the principal and / or interest due or declared due and payable of such debt financing instruments; 3. If the issuer fails to perform or violates any commitment or obligation under the trustee agreement and will have a significant adverse impact on the issuer's performance of the principal and interest repayment of the current convertible bonds, upon the written notice of the trustee or the written notice of the holders of convertible bonds who individually or jointly hold more than 10% of the total outstanding face value of the current convertible bonds, The breach has not been corrected within the reasonable period required by the above notice;
4. The issuer creates a guarantee on its assets, property or shares, which has a material adverse impact on the issuer's ability to repay the principal and interest of the current convertible bonds, or sells its major assets, which has a material adverse impact on the issuer's ability to repay the principal and interest of the current convertible bonds;
5. During the duration of the bonds, the issuer is dissolved, cancelled, revoked, closed down, liquidated, insolvent, appointed a receiver by the court or has begun relevant legal procedures;
6. Any applicable current or future laws, rules, regulations, judgments, or directives, decrees or orders of government, regulatory, legislative or judicial institutions or authorities, or changes in the interpretation of the above provisions, which makes the performance of the issuer's obligations under this agreement or the current convertible bonds illegal;
7. The issuer has been or is expected to be unable to pay other interest bearing liabilities other than the bonds on schedule, which may lead to the default of the bonds;
8. The important subsidiaries within the scope of the issuer's consolidated statements (refer to the subsidiaries whose audited total assets, net assets or operating income account for more than 30% of the corresponding subjects of the issuer's consolidated statements in the latest period) have been or are expected to be unable to pay interest bearing liabilities on schedule, which may lead to the default of this bond;
9. The issuer's management fails to perform its duties normally, resulting in serious uncertainty about the issuer's solvency;
10. The issuer or its controlling shareholder or actual controller faces serious uncertainty in its solvency due to the transfer of assets free of charge or at an obviously unreasonable consideration, the abandonment of creditor's rights, the provision of large amount of guarantee, etc;
11. Major adverse changes have taken place in the credit enhancement subject, credit enhancement measures or other debt repayment guarantee measures; 12. During the duration of the bonds, the issuer has other circumstances that have a significant adverse impact on the timely payment of the current convertible bonds.
(II) liability for breach of contract and its bearing method
In case of breach of contract, the issuer shall bear corresponding liabilities for breach of contract, including but not limited to timely and full payment of principal and / or interest to the holders of convertible bonds in accordance with the provisions of the prospectus, as well as penalty interest and liquidated damages caused by delayed payment of principal and / or interest, and compensate the bond trustee for the losses caused by relevant liabilities for breach of contract.
(III) dispute resolution mechanism
Disputes arising during the issuance and duration of convertible bonds shall first be settled through negotiation between the parties to the dispute; If no settlement can be reached through negotiation, the parties to the dispute have the right to bring a lawsuit to the people's court with jurisdiction in accordance with the provisions of the bond trustee agreement and the rules of the bondholders' meeting. "
2、 Verification opinions of recommendation institutions and lawyers
(I) verification procedure
The main verification procedures performed by the recommendation institutions and lawyers are as follows:
1. Refer to the provisions on liability for breach of contract in the measures for the administration of convertible corporate bonds;
2. Refer to the prospectus of the issuer for the issuance of convertible bonds;
3. Obtain the special instructions of the Issuer on the liability for breach of contract of this convertible bond and that there is no delay in the performance of maturing bonds.
(II) verification opinions
After verification, the sponsor and the lawyer believe that:
The issuer has supplemented and disclosed the relevant breach of contract, liability for breach of contract and dispute resolution mechanism in the prospectus, which is in line with the relevant provisions of the measures for the administration of convertible corporate bonds.
Question 2
According to the application documents, the related party transactions of the issuer are relatively large. The applicant is requested to supplement (1) the necessity and rationality of related party transactions, the legitimacy of decision-making procedures, the standardization of information disclosure, the fairness of pricing of related party transactions, and whether there is any non related party transactions; (2) The impact of related party transactions on the applicant's independent business ability; (3) Whether related party transactions will be added to the raised investment project; (4) Whether there is illegal decision-making, illegal disclosure, etc; (5) Whether to add horizontal competition after the implementation of the raised investment project. The recommendation institution and the applicant's lawyer shall check and express their opinions.
reply:
1、 The necessity and rationality of related party transactions, the legitimacy of decision-making procedures, the standardization of information disclosure, the fairness of pricing of related party transactions, and whether there is non related party transactions
(I) necessity and rationality of related party transactions
1. Associated purchase
During the reporting period, the procurement between the company and related parties is as follows:
Unit: 10000 yuan
Main contents of related party procurement January September 2021 2020 2019 2018
Jinshol inner pipe, outer pipe and other metal parts 888.4 1127.94 1197.73 1514.08
Zhonghao plastic buckle, decorative cover and other plastic parts 1186.30 1231.84 1114.60 1382.84
Qingqing plastic customized plastic bag, plastic cover 440.16 617.84 538.58 758.84 and other packaging materials
Ninghai saipu damping pad and other rubber parts 183.11 235.22 246.64 303.23
Jinxin packing carton 1084.84 894.42 421.61 565.43
Top electric nylon outer ring and other plastic parts 107.64 6.80 130.73 116.41
Bogus top phenolic resin, cotton fiber 572.29 1117.30 1290.11 1068.88
Ningbo Hongke metal parts and injection molded parts 6128.84 6976.77 5749.60 6674.59
Gaoyue intelligent special equipment 1919.82 57.52 149.18-
1193361.58 high motor-
Total 14542.98 15584.25 12036.54 12384.30
During the reporting period, the proportion of the company's related procurement in the operating cost was 2.83%, 3.05%, 3.10% and 2.35% respectively, accounting for a relatively small proportion, which had no significant impact on the company's production and operation.
(1) Necessity and rationality of purchasing from related parties jinsol, Zhonghao plastic, Qingqing plastic, Ninghai saipu, Jinxin packaging, Tuopu electric appliance and Ningbo Hongke
During the reporting period, the products purchased by the company from these related parties were outsourced parts (metal parts, plastic parts, rubber parts, etc.) and packaging materials required for production and operation. The above outsourcing parts and packaging materials are highly customized, and these related parties have many years of production experience and professional ability in relevant fields, can meet the requirements of the company in terms of product performance and delivery timeliness, have smoother communication channels, can respond to the production needs of the company in time, and maintain a good and stable cooperative relationship with the company. In addition, the above related parties are mainly located in Ningbo, which is conducive to reducing transportation costs and improving operation efficiency. Therefore, it is necessary and reasonable for the company to purchase from the above related parties.
(2) Necessity and rationality of purchasing from related party bogus top
Bogus top is mainly engaged in the R & D, manufacturing and wholesale business of automotive sound and heat insulation materials, body accessory systems and related equipment and molds. Considering the development of globalization strategy, the company established a joint venture with Johann borgers GmbH, a German auto parts manufacturer, in August 2012, with 50% shares held by both sides. Johann borgers GmbH is mainly engaged in the R & D, production and sales of automotive interior systems, with production and operation sites in Europe, the United States and China.
In view of the company's relatively perfect production system of automotive interior parts and rich industry experience, in order to give full play to the advantages of both sides and promote the development of bogus top, the company provides some outsourcing processing services for bogus top. The company purchases and processes phenolic resin, cotton fiber and other raw materials designated by customers from bogus top, and then sells them to bogus top according to the cost plus a certain processing fee after processing. Therefore, related purchase and related sales will occur between the company and bogus top at the same time. The related party transactions between the company and bogus top are in line with the actual business situation and development strategy of the company, which is necessary and reasonable.
(3) Necessity and rationality of purchasing from related parties Gaoyue intelligent and Gaoyue motor
As a first-class supplier of auto parts, the company needs to purchase customized outsourced and purchased parts from outside in addition to steel, aluminum ingots, natural rubber and other raw materials in the process of producing products with a high degree of assembly, such as shock absorbers and automotive electronic products. In addition, the company's production equipment and process flow have high technical barriers, and its automatic production line involves more independent design, which needs to be equipped with non-standard mechanical equipment for production. The corresponding relationship between the products purchased by the company from Gaoyue intelligent and Gaoyue motor and their related uses is as follows:
Important products or related uses supplied by the main business of related parties Ningbo Tuopu Group Co.Ltd(601689) and the main supply of Ningbo Tuopu Group Co.Ltd(601689)
The main business is precision machinery Special equipment for automation equipment (including: non-standard R & D, production and sales purchased by the issuer. Products include precision press fitting online test equipment, Gaoyue intelligent equipment for standardized production equipment, online test equipment, automatic production line, automatic human integrated application equipment for testing tail door lifter and shock absorber products, etc
