Letter on making preparations for the Hengyi Petrochemical Co.Ltd(000703) public offering of convertible bonds issuance and examination committee meeting
of
Reply Report
Sponsor (lead underwriter)
February, 2002
Reply report to the letter on making preparations for the meeting of the issuance and Examination Committee of Hengyi Petrochemical Co.Ltd(000703) public issuance of convertible bonds
China Securities Regulatory Commission:
We have received the letter on making preparations for the meeting of the issuance and Examination Committee of Hengyi Petrochemical Co.Ltd(000703) public issuance of convertible bonds (hereinafter referred to as the “notification letter”) issued by your association on January 20, 2022. As the sponsor and lead underwriter, Citic Securities Company Limited(600030) has carefully implemented the issues listed in the notification letter one by one with the applicant, the applicant’s lawyer and the reporting accountant. The reply is as follows, please review.
explain:
1、 Unless otherwise specified, the abbreviations or terms in this reply report have the same meanings as those in the prospectus. 2、 The font in this reply report represents the following meanings:
Bold (not bold): issues listed in the notification letter
Song typeface (not bold): reply to the questions listed in the notification letter
Italics (BOLD): amendments to the prospectus
Italics (not bold): references to the prospectus
catalogue
Question 1 3 question 2 22 question 3 28 question 4 32 question 5 44 question 6 49 question 7 fifty
Question 1
About long-term equity investment. The applicant’s long-term equity investment amount is large, and Hengyi is in the invested enterprise
Amide, Yisheng new materials, Dalian Yisheng, Hainan Yisheng, Hangzhou Jingxin Supply Chain Management Co., Ltd., Dongzhan
The business of six shipping companies is consistent with or closely related to the applicant’s main business. Please explain: (1) above
Describe the investment time, background and process of the six companies, other shareholders of the invested company and their actual control
Production, operation and financial conditions during the reporting period, which are consistent with the main business of the applicant in the invested company, or
The reasons and rationality of taking shares instead of holding shares under closely related circumstances. Is it still possible to add such shares in the future
Investment (2) whether the above company has horizontal competition with the applicant and the raised investment project, customers and suppliers
Whether there is overlap and how to reasonably allocate business opportunities and interests between the applicant and the invested company; (3) Opposite ease
The reason and background of the entrusted loan and guarantee provided by Yisheng new material, and whether other shareholders of Yisheng new material provide the same
What kind of support? If not, please explain the reasons. Do other invested companies except Yisheng new materials have the same
Or similar problems; (4) Does the controlling shareholder and actual controller of the applicant still have a relationship with the main business of the applicant
Whether there is a plan or timetable for the integration of other enterprises that are consistent or closely related to the applicant, if not,
How to protect the legitimate rights and interests of applicants from damage. The sponsor and the applicant’s lawyer shall explain the verification basis
Process and express clear verification opinions.
reply:
1、 Please explain the investment time, background and process of the above six companies, and the investment status of the invested company
Other shareholders and their actual controllers, production, operation and financial status during the reporting period
(I) basic information of the above six companies
The investment time, background and process of the above six companies, other shareholders of the invested company and their actual control
Control personnel, etc
Serial number company name investment background investment process existing shareholder name shareholding ratio upper shareholder and actual controller
Hengyi caprolactam main 1. The company was established by Hengyi Co., Ltd. on January 10, 2008. Qiu Ying’s business is caprolactam, with a registered capital of 1 billion yuan (50.00% Jianlin of Hengyi Co., Ltd. in 2011)
1. Production and sales of Hengyi hexamine. (changed to 600 million yuan in June).
Amide caprolactam nylon 2. September 15, 2011, Hengyi Co., Ltd. and Sinopec baling China Petroleum & Chemical Corporation(600028)
The company Sinopec signed a joint venture agreement with China Petroleum & Chemical Corporation(600028) for the main raw materials of petrochemical industry, with 50.00% 600028 SH, the establishment of the company, mainly Hengyi caprolactam, invested 60 million yuan, holding limited state-owned assets of the State Council
Serial number company name investment background investment process existing shareholder name shareholding ratio upper shareholder and actual controller
The purpose is to expand the company by 50%, and Hengyi Co., Ltd. holds the remaining 50%. 2021 Committee
Chemical fiber industry chain. In February of the year, the shareholder China Petroleum & Chemical Corporation(600028) was changed to China stone
The company was originally a subsidiary of Hengyi Youhua, Sinopec Baling Petrochemical Co., Ltd
Limited to a wholly-owned subsidiary, the latter company.
Introduction of Sinopec
(600028. SH)
Caprolactam project
Strategic cooperative shareholders,
To speed up the project
Project construction and strengthening
Stability of production and operation
Sex.
1. The company was established on November 27, 2017.
At the time of establishment, the registered capital was 1 million yuan
China Rongsheng Petro Chemical Co.Ltd(002493) subscribed 500 million yuan, accounting for
50% of Yisheng new material’s main business (the subsequent shareholder was changed to Rongsheng Petro Chemical Co.Ltd(002493) subordinate Rongsheng Petro Chemical Co.Ltd(002493) )
Shengzhongjin petrochemical, whose business is PTA; Hengyi Co., Ltd. subscribed 50000 yuan to CICC 002493 SZ, 10000 yuan, accounting for 50%. 51%
Production and sales. In order to expand the capital of the company on October 25, 2019, Li Shuirong
The main business is PTA industry, with a new registered capital of 1 million yuan, which is funded by CICC
Investment in petrochemical industry, decentralized investment, subscribed capital increase of 500 million yuan, Hengyi Co., Ltd
Capital risk, optimize industrial subscription and increase capital by 500 million yuan, Yisheng new materials note
2. The synergy of Yisheng new material chain increased the book capital to 2 million yuan.
It is expected that the company will make profits, and the company will transfer to Hengyi Co., Ltd. on July 7, 2021
Industry partner Rong 1% equity to Ningbo Zhongjin Petrochemical Co., Ltd,
The equity ratio of shengpetrochemical Co., Ltd. is adjusted to: Ningbo Zhongjin Petrochemical Co., Ltd
The company (002493. SZ) holds 51.00% of the shares and Hengyi Co., Ltd
Joint investment, at 49%. Hengyi Petrochemical Co.Ltd(000703) , Qiu Ningbo New PTA gonghengyi Co., Ltd. 49.00% Jianlin
Note 4. In January 2022, the company increased capital and added new plants
The capital of the book is 1 million yuan, which is recognized by Sinochem
The capital increase was 510 million yuan, and Hengyi Co., Ltd. subscribed for the capital increase
The registered capital of Yisheng new materials is 490 million yuan
To 300 million yuan.
Serial number company name investment background investment process existing shareholder name shareholding ratio upper shareholder and actual controller
1. The company was established on December 14, 2005,
At the time of establishment, the registered capital was 200 million yuan, including hengyiji
The group subscribed 100 million yuan, accounting for the registered capital of the company
Rongsheng Chemical Fiber Group Co., Ltd. subscribed to Rongsheng petrochemical
The registered address is 70.00% Li Shuirong, 3 Huaihe West Road, Dalian Development Zone
Dalian yishengwei company 002493 SZ
With industry partner number, 100 million yuan, accounting for% of the registered capital of the company
50% of Rongsheng Petro Chemical Co.Ltd(002493) shares (the subsequent shareholder is changed to Rongsheng Petro Chemical Co.Ltd(002493) ).
2. On December 18, 2007, Hengyi group transferred
(002493. SZ) give 50% of the equity of Dalian Yisheng to Hengyi Petrochemical Co.Ltd(000703) ,
The joint venture company mainly controls the equity settlement of the company after the completion of the above equity transfer
The company is yishanda and its structure is changed to: Hengyi Petrochemical Co.Ltd(000703) holding 50%, Rongsheng
Change. Yishanhua’s main petrochemical company holds 50%.
The business is PTA. 3. On June 23, 2008, the company’s new
3. Dalian Yi is rich in production and sales. For expansion
