Securities code: 600251 securities abbreviation: Xinjiang Guannong Fruit & Antler Co.Ltd(600251) Xinjiang Guannong Fruit & Antler Co.Ltd(600251)
And
Shenwan Hongyuan Group Co.Ltd(000166) securities underwriting and recommendation Co., Ltd
about
Xinjiang Guannong Fruit & Antler Co.Ltd(600251)
Application documents for public issuance of convertible corporate bonds
Response to feedback
Sponsor (lead underwriter)
February, 2002
Xinjiang Guannong Fruit & Antler Co.Ltd(600251)
Application documents for public issuance of convertible corporate bonds
Response to feedback
China Securities Regulatory Commission:
According to the requirements of the feedback report on Xinjiang Guannong Fruit & Antler Co.Ltd(600251) application for public issuance of convertible bonds (hereinafter referred to as the “feedback report”) attached to the notice on the first feedback on the examination of administrative licensing projects of China Securities Regulatory Commission (No. 220016) issued by your commission on January 28, 2022, Xinjiang Guannong Fruit & Antler Co.Ltd(600251) (hereinafter referred to as ” Xinjiang Guannong Fruit & Antler Co.Ltd(600251) “, “issuer”, “applicant” or “company”) together with the recommendation institution Shenwan Hongyuan Group Co.Ltd(000166) securities underwriting recommendation Co., Ltd. (hereinafter referred to as “recommendation institution”), Xinjiang baikunyaxuan law firm (hereinafter referred to as “issuer’s lawyer”) Sigmar Certified Public Accountants (special general partnership) (hereinafter referred to as “the issuer’s accountant”) has carefully checked and replied to the questions raised in the feedback one by one based on the principles of diligence, honesty and trustworthiness. Please review the specific circumstances below.
For ease of reading, unless otherwise specified, the terms, abbreviations or definitions in the reply to this feedback are the same as those in the prospectus for public offering of convertible corporate bonds.
catalogue
Question 1 4 question 2 6 question 3 8 question 4 19 question 5 Question 6 31 question 7 33 question 8 38 question 9 42 question 10 101 question 11 113 question 12 125 question 13 133 question 14 139 question 15 141 question 16 146 question 17 153 question 18 156 question 19 one hundred and sixty-two
Question 1: according to the application documents, the convertible bonds issued in this public offering will be placed preferentially to the original shareholders. The applicant is requested to supplement and disclose whether the shareholders, directors, supervisors and senior executives holding more than 5% of the shares of the listed company participate in the issuance and subscription of convertible bonds; If yes, whether there are plans or arrangements to reduce the shares of listed companies or issued convertible bonds within six months before and after the subscription of convertible bonds. If not, please issue a commitment and disclose. The recommendation institution and lawyers are invited to give verification opinions.
reply:
1、 Shareholders, directors, supervisors and senior executives holding more than 5% of the shares of the listed company participate in the plan or arrangement for the issuance and subscription of convertible bonds
According to the issuance plan deliberated and approved by the seventh extraordinary general meeting of shareholders in 2021, the convertible corporate bonds issued this time are subject to priority placement to the original shareholders of the company, and the original shareholders have the right to waive the placement right. The specific proportion of priority placement to the original shareholders shall be determined by the board of directors authorized by the general meeting of shareholders according to the specific conditions at the time of issuance, and shall be disclosed in the issuance announcement of this issuance.
As of the issuing date of this reply, the shareholders holding more than 5% of the company’s shares are the controlling shareholder guannong group, holding 41.06% of the company’s shares. In addition, Lvyuan Xinrong holds 3.22% of the shares of the company. Both Lvyuan Xinrong and guannong group are wholly-owned subsidiaries of Lvyuan state-owned assets and act in concert with guannong group. According to the letter of commitment issued by guannong group, Lvyuan Xinrong and the directors, supervisors and senior managers of the company, the above-mentioned promisors will decide whether to participate in the issuance and subscription of convertible bonds according to the market conditions at the time of the issuance of convertible bonds.
2、 There is no plan or arrangement for shareholders, directors, supervisors and senior executives holding more than 5% of the shares of the listed company to reduce their shares or other equity securities
As of six months before the issuance date of this reply, guannong group, Lvyuan Xinrong and the company’s directors, supervisors and senior managers have not reduced their holdings of the issuer’s shares or other equity securities.
The commitments on the subscription of convertible bonds issued by guannong group and Lvyuan Xinrong are as follows:
“1. If the company has stock reduction six months before the date of subscribing for the convertible bonds, the company promises not to participate in the subscription of the convertible bonds;
2. If the company does not reduce its shares six months before the date of subscribing for the convertible bonds, the company will decide whether to participate in the subscription of the convertible bonds according to the market conditions. If the subscription is successful, the company promises to strictly abide by the requirements of the securities law, the measures for the Administration of convertible corporate bonds and other relevant laws and regulations for short-term trading, The company will not reduce the shares of Xinjiang Guannong Fruit & Antler Co.Ltd(600251) and the convertible bonds subscribed for this issuance within six months from the date of subscription of this convertible bond to the completion of this convertible bond issuance;
3. The company voluntarily makes the above commitments and voluntarily accepts the constraints of this letter of commitment. If the company violates the above commitments and reduces its shares or convertible bonds issued this time, all the proceeds from the reduction shall belong to the company and bear the legal liabilities arising therefrom according to law. If losses are caused to the company and other investors, the company will be liable for compensation according to law.
4. If the applicable laws, regulations, normative documents, policies and the requirements of the securities regulatory authority change after the issuance of this commitment letter, the company promises to automatically apply the changed relevant laws, regulations, normative documents, policies and the requirements of the securities regulatory authority. “
The commitments on the subscription of convertible bonds issued by the directors, supervisors and senior managers of the company are as follows: “1. If I and my spouse, parents, children and other close relatives have stock reduction six months before the date of subscription of convertible bonds, the company and his spouse, parents, children and other close relatives promise not to participate in the subscription of convertible bonds;
2. If I and my spouse, parents, children and other close relatives do not have stock reduction six months before the date of subscribing for the convertible bonds, I and my spouse, parents, children and other close relatives will decide whether to participate in the subscription of the convertible bonds according to the market conditions. If the subscription is successful, I, my spouse, parents The children and other close relatives promise to strictly abide by the requirements of the securities law, the measures for the administration of convertible corporate bonds and other relevant laws and regulations on short-term transactions, and will not reduce their holdings of the company’s shares or convertible bonds within six months after the issuance of the convertible bonds from the date when they, their spouses, parents, children and other close relatives subscribe for the convertible bonds;
3. I voluntarily make the above commitments and voluntarily accept the constraints of this letter of commitment.
If I and my spouse, parents, children and other close relatives violate the above commitments and reduce the company’s shares or convertible bonds this time, I and my spouse, parents, children and other close relatives will all belong to the company and bear the legal liabilities arising therefrom according to law. If losses are caused to the company and other investors, I will be liable for compensation according to law.
4. If the applicable laws, regulations, normative documents, policies and the requirements of the securities regulatory authority change after the issuance of this letter of commitment, I promise to automatically apply the changed relevant laws, regulations, normative documents, policies and the requirements of the securities regulatory authority. “
In conclusion, the shareholders holding more than 5% of the company’s shares and the company’s directors, supervisors and senior executives have issued relevant commitments, which can effectively avoid short-term transactions and meet the requirements of the securities law, the measures for the administration of convertible corporate bonds and other relevant provisions.
3、 Verification opinions of intermediary institutions
(I) verification procedure
The sponsor and the issuer’s lawyers have performed the following verification procedures:
1. Consulted the announcement disclosed by the issuer six months before the issuance date of this reply, and obtained and consulted the register of shareholders of the issuer;
2. Obtained and consulted the commitments on the issuance and subscription of convertible bonds issued by guannong group, Lvyuan Xinrong and the directors, supervisors and senior managers of the company.
(II) verification opinions
After verification, the sponsor and the issuer’s lawyer believe that:
1. Shareholders holding more than 5% of the issuer’s shares and directors, supervisors and senior executives of the issuer will decide whether to participate in the issuance and subscription of convertible bonds according to the market conditions at the time of the issuance of convertible bonds;
2. Guannong group, Lvyuan Xinrong and the directors, supervisors and senior managers of the company have issued a commitment that if they subscribe for the convertible bonds, they will not reduce their holdings of the company’s shares or the convertible bonds subscribed for within six months before and after the subscription of the convertible bonds.
Question 2: please explain whether the information disclosure of this public offering of convertible bonds meets the requirements of the measures for the administration of convertible corporate bonds. The recommendation institution and lawyers are invited to give verification opinions.
reply:
1、 Comparison between the information disclosure of this issuance and the requirements of the measures for the administration of convertible corporate bonds
According to the relevant provisions of the measures for the administration of convertible corporate bonds, the comparison between the company and the prospectus is as follows:
No.: whether the verification of the measures for the administration of convertible corporate bonds
Compliance with regulations
Article 8 the issuance of convertible bonds shall not be less than six months from the date of completion of the issuance
It can be converted into the company’s shares after months, and the conversion period is determined by “(II) this time
1. The plan for the company to publicly issue convertible bonds according to the duration of convertible bonds and the company’s financial statement is
The situation is determined. “7. The term of share conversion” discloses the share conversion
Period.
Section II of the prospectus this offering
Article 9 “(II) this time
2. The conversion price of convertible bonds shall not be lower than the plan for public issuance of convertible bonds on the announcement date of the prospectus
Determination and adjustment of the average trading price of the issuer’s shares and the conversion price in the first 20 trading days
The average price of a trading day shall not be revised upward. “Whole” discloses the determining Party of the conversion price
And no upward amendment clause is set.
Article 10 the prospectus shall stipulate that the conversion price shall be adjusted, and the “section II of the prospectus this issuance
Principles and methods of. After the issuance of convertible bonds, due to the basic situation of share allotment and
Additional issuance, share distribution, dividend distribution, division, capital reduction and other plans for the original public issuance of convertible bonds “
3. If the issuer’s shares are changed due to, it shall adjust “8. Determination and adjustment of share conversion price
Conversion price. “Whole” discloses the adjustment Party of the conversion price
The format of conversion price agreed in the prospectus of convertible bonds of listed companies, “9. Downward correction of conversion price”
If the terms are revised downward, it shall be agreed at the same time that “clause” discloses the downward revision of the conversion price
(I) the conditions under which the issuer’s share price correction plan shall be submitted.
The voting of the general meeting of shareholders must be held by the shareholders attending the meeting
More than two-thirds of the voting rights agree to hold the issuer
Shareholders of convertible bonds shall withdraw;
(II) the revised conversion price shall not be lower than that in the preceding paragraph
20 trading days before the shareholders’ meeting of the amendment plan
The average trading price of the issuer’s shares on that day and the previous trading day
Average price.
Article 11 the prospectus may stipulate redemption terms,
It is stipulated that the issuer can redeem the offering under the conditions and price agreed in advance
Return the convertible bonds that have not been converted into shares. (II) this time
4. The prospectus may stipulate the resale terms and stipulate the plan for public issuance of convertible bonds
The bondholder may return the “11. Redemption terms” and “11. Redemption terms” according to the conditions and prices agreed in advance
Resale of convertible bonds to the issuer. The prospectus shall disclose the details of redemption and resale in the “terms of sale”
It is agreed that if the issuer changes the purpose of the raised funds, the method of granting the funds shall be adopted.
Holders of convertible bonds have the right to sell back at one time.
Article 16 Where convertible bonds are issued to unspecified objects, they shall be issued
The bank shall engage a trustee for the holders of convertible bonds
And enter into a trustee agreement for convertible bonds. To the specific prospectus “section II of this offering”
5. If the target issues convertible bonds, the issuer shall state in the “basic information of the offering” (Ⅳ) this time is
The statement stipulates the entrusted management of convertible bonds. “Trustee” of convertible bonds
The trustee of convertible bonds shall disclose the appointment of the trustee in accordance with the corporate bonds.
The provisions of the measures for the administration of banks and transactions and the rights of convertible bonds
