Securities abbreviation: Yantai Dongcheng Biochemicals Co.Ltd(002675) securities code: 002675 Yantai Dongcheng Biochemicals Co.Ltd(002675)
And
Minsheng Securities Co., Ltd
about
Yantai Dongcheng Biochemicals Co.Ltd(002675)
Application documents for non-public offering of A-Shares in 2021
Response to feedback
Sponsor (lead underwriter)
(No. 8, Puming Road, China (Shanghai) pilot Free Trade Zone)
February, 2002
China Securities Regulatory Commission:
According to the notice of the CSRC on the first feedback on the examination of administrative licensing projects (No. 213594) (hereinafter referred to as the "feedback") issued by your commission on January 28, 2022, Minsheng Securities Co., Ltd. (hereinafter referred to as "Minsheng securities" or "sponsor") together with the issuer Yantai Dongcheng Biochemicals Co.Ltd(002675) (hereinafter referred to as "issuer" or "company" or "applicant" or " Yantai Dongcheng Biochemicals Co.Ltd(002675) "), the issuer's lawyer Beijing Zhonglun law firm (hereinafter referred to as "issuer's lawyer") The issuer's accountant zhongtianyun Certified Public Accountants (special general partnership) (hereinafter referred to as the "issuer's accountant" or "accountant") has carefully checked and implemented the issues involved in the feedback one by one, and has made corresponding supplements, amendments and explanations to the relevant application documents. The reply is as follows, please review.
Unless the context otherwise requires, the abbreviation in this reply has the same meaning as the abbreviation in the due diligence report of Minsheng Securities Co., Ltd. on Yantai Dongcheng Biochemicals Co.Ltd(002675) 2021 non-public development of A-share shares (hereinafter referred to as the "due diligence report"); For the data quoted in the reply to this feedback, if there is a difference between the sum of the total number and the number of sub items, or the mantissa after the decimal point is different from the original data, it is formed by the difference of the exact digits or rounding.
catalogue
Feedback question 1 3 feedback questions 2 7 feedback question 3 16 feedback question 4 23 feedback question 5 25 feedback question 6 34 feedback question 7 42 feedback question 8 51 feedback question 9 61 feedback question 10 89 feedback question 11 98 feedback question 1
The sponsor and the lawyer of the applicant are requested to check whether the subscription fund source of the offering object is its own fund; Whether there are external fund-raising, holding on behalf, structured arrangements, or the direct or indirect use of the funds of the applicant and its related parties for this subscription; Whether the applicant and its controlling shareholder or actual controller provide financial assistance, compensation, promised income or other agreement arrangements to the subscription object directly or through its stakeholders.
reply:
1、 The sponsor and the lawyer of the applicant are requested to check whether the subscription fund source of the offering object is its own fund
The total amount of funds raised in this non-public offering is expected to not exceed 349999700 yuan, which are subscribed by Shouyi, the actual controller of the applicant. According to the statement issued by Shouyi, the funds it intends to participate in this subscription come from legitimate self owned funds or self raised funds, of which the self raised funds are mainly equity pledge financing. If the amount of self owned funds and equity pledge financing is still insufficient, it shall be supplemented by external borrowing from relatives and friends. The details are as follows:
1. Own funds
Shouyi's own funds mainly come from salary and bonus income, stock dividends, etc. Since 2018, Shouyi and Yantai Dongyi (wholly owned by Shouyi and his wife and daughter) have received a total of about 120 million yuan in salary, bonus and cash dividends from the applicant.
2. Raising funds through equity pledge
As of December 31, 2021, Yantai Dongcheng Biochemicals Co.Ltd(002675) 205.8123 million shares were held by Shouyi and Yantai Dongyi, of which 36.235 million shares had been pledged and 16.95773 million shares had not been pledged. Based on the closing price of 15.78 yuan / share on that day and the stock pledge rate of 35% (with reference to the arithmetic average of 34.84% of the initial pledge rate of the existing Pledged Shares of Shouyi and Yantai Dongyi and the weekly average pledge rate of 35.21% of the shares with unlimited conditions as of December 31, 2021 disclosed by Shenzhen Stock Exchange), Shouyi and Yantai Dongyi applied for 300 million yuan of funds through equity pledge financing, 54.3183 million shares need to be pledged.
According to the above additional pledge of 54.3183 million shares and the upper limit of 30918700 shares issued this time, Shouyi, Yantai Dongyi and Lu dingzhicheng, the person acting in concert, hold a total of Yantai Dongcheng Biochemicals Co.Ltd(002675) 239787800 shares, of which 90.5533 million shares are in the state of pledge, accounting for about 37.76%. There is still a large space for additional pledge. In case of a substantial decline in the company's share price, Shouyi and Yantai Dongyi will also be responsible.
According to the conditional effective share subscription agreement signed by the applicant and Shouyi, Shouyi, as the subscriber, makes the following representations and warranties in Article 6 of the above agreement: "all the funds used by Party B to subscribe for the shares in this non-public offering come from its own funds or self raised funds, which can be used to subscribe for the shares in this non-public offering of the issuer".
Shouyi has issued a letter of commitment, promising that the funds for this subscription will come from its legal own funds or self raised funds.
To sum up, Shouyi intends to participate in this subscription. The funds from Shouyi come from legitimate self owned funds or self raised funds, of which the self raised funds are mainly equity pledge financing. If the amount of self owned funds and equity pledge financing is still insufficient, it will be supplemented by external borrowing from relatives and friends.
2、 Whether there is any external raising, holding on behalf, structured arrangement, or direct or indirect use of the funds of the applicant and its related parties for this subscription
Shouyi has issued a letter of commitment, promising that the funds for this subscription come from its legal own funds or self raised funds, and there is no external raising, agency holding, structured arrangement, or direct or indirect use of the funds of the applicant and its related parties (except the actual controller of the applicant and its persons acting in concert) for this subscription.
Yantai Dongcheng Biochemicals Co.Ltd(002675) has issued the letter of commitment and promised that there is no situation of providing financial assistance, compensation, promised income or other agreement arrangements directly or through stakeholders to the subscription object (Shouyi).
To sum up, the subscription funds of the issuing object do not have external raising, holding on behalf, structured arrangement, or direct or indirect use of the funds of the applicant and its related parties (except the actual controller of the applicant and its persons acting in concert) for this subscription.
3、 Whether the applicant and its controlling shareholder or actual controller provide financial assistance, compensation, promised income or other agreement arrangements to the subscription object directly or through its stakeholders
The object of this issuance is Shouyi, the actual controller of the applicant, and Yantai Dongyi, the controlling shareholder of the applicant, is the person acting in concert with Shouyi.
Shouyi has issued the letter of commitment: "the funds for this subscription come from my own legal own funds or self raised funds, and there is no external raising, holding, structural arrangement, or direct or indirect use of the applicant and its related parties (except the actual controller of the applicant and its persons acting in concert) If the funds are used for this subscription, the shares subscribed for this time do not have the situation of holding on behalf, trust or entrusted shareholding. The applicant does not provide financial assistance, compensation, promised income or other agreement arrangements directly or through its stakeholders. "
Yantai Dongcheng Biochemicals Co.Ltd(002675) the commitment letter has been issued: "the company does not provide financial assistance, compensation, promised income or other agreement arrangements to the subscription object (Shouyi) directly or through stakeholders".
To sum up, the object of this issuance is Shouyi, the actual controller of the applicant, and Yantai Dongyi, the controlling shareholder of the applicant, is the person acting in concert with Shouyi. There is no situation in which the applicant provides financial assistance, compensation, promised income or other negotiated arrangements to the subscription object directly or through its stakeholders.
4、 Verification of intermediaries
(I) verification procedure
In response to the above matters, the recommendation institution and the issuer's lawyer have implemented the following verification procedures:
1. Reviewed the conditional share subscription agreement signed by the applicant and Shouyi;
2. The statement on the source of subscription funds and other matters;
3. Checked the bank receipts of dividends paid by Shouyi and Yantai Dongyi to the applicant during the reporting period;
4. Consulted the top n detailed data sheet of consolidated general accounts and margin trading credit accounts and the detailed statement of securities pledge and judicial freezing downloaded from the system of Shenzhen Branch of zhongdeng company with the equity registration date of December 31, 2021;
5. Checked the stock pledge contract of Shouyi and Yantai Dongyi as of December 31, 2021;
6. Checked the Zhou Ping homogeneous pledge rate of stock pledge repo transactions as of December 31, 2021 disclosed by Shenzhen Stock Exchange;
7. It calculates the scale of additional Pledged Shares to be raised by Shouyi and Yantai Dongyi through stock pledge and the pledge proportion of shares that can be controlled by Shouyi after this issuance;
8. Obtained the applicant's commitment that there is no financial assistance, compensation, promised income or other agreement arrangements for Shouyi.
(II) verification opinions
After verification, the sponsor and the issuer's lawyer believe that:
The object of this offering is youshouyi, the actual controller of the applicant, whose subscription funds come from its own funds and self raised funds. There is no external raising, holding on behalf of others, structured arrangement, or direct or indirect use of the funds of the applicant and its related parties (except the actual controller of the applicant and its persons acting in concert) for this subscription; There is no situation where the applicant provides financial assistance, compensation, promised income or other agreement arrangements to the subscription object directly or through its stakeholders.
Feedback question 2
According to the application materials, on November 27, 2019, Fuzhou intermediate people's court ruled that the issuer's holding subsidiary Guangdong HIA Pharmaceutical Co., Ltd. constituted the crime of producing and selling counterfeit drugs, fined 100000 yuan and confiscated the seized articles involved in the case. At the same time, bagna, the person in charge directly responsible for the crime of producing and selling counterfeit drugs, and Zhang Meng, the person directly responsible, were sentenced to criminal detention for three months and fined 60000 yuan respectively. Please explain the basic information, rectification and the effect of rectification. The recommendation institution and the lawyer of the applicant shall, in accordance with the relevant requirements of the answers to several questions on refinancing business, supplement whether the above matters constitute a major illegal act, whether they lead to serious environmental pollution, heavy casualties and adverse social impact, and whether they constitute the situation specified in Item (VII) of Article 39 of the measures for the administration of securities issuance of listed companies, Whether it constitutes an obstacle to this non-public offering. The sponsor and the applicant's lawyer are requested to check and give their opinions carefully.
reply:
1、 Please explain the basic information, rectification and the effect of rectification
1. Basic information
On April 28, 2019, the people's Court of Cangshan District, Fuzhou City issued (2015) Cang Xing Chu Zi No. 103 criminal judgment, which found that Guangdong HIA trial produced radioactive drugs in Fuzhou branch without the approval of the drug regulatory department (without obtaining the production and trading license of radioactive drugs) in 2013 and presented them to relevant hospitals in Fujian Province for use, with a quantity of more than 30000 yuan, If the case constitutes the crime of producing and selling counterfeit drugs, a fine of 100000 yuan shall be imposed and the seized articles involved in the case shall be confiscated. At the same time, bagna, the person in charge directly responsible for the crime of producing and selling counterfeit drugs, and Zhang Meng, the person directly responsible, were sentenced to criminal detention for three months and fined 60000 yuan respectively. After the defendant appealed for the second instance, Fuzhou intermediate people's Court of Fujian Province made (2019) min 01 Xing Zhong No. 1100 criminal ruling on November 27, 2019, rejected the appeal and upheld the original judgment. According to the payment certificate, Guangdong HIA has paid the above fine on May 19, 2020.
According to the court's investigation, Guangdong HIA established Fuzhou branch in Cangshan District, Fuzhou in November 2009; In July 2012, Guangdong HIA built a workshop for the production of low-dose technetium drugs in Fuzhou branch and prepared relevant equipment; Subsequently, Guangdong HIA Fuzhou branch applied to Fujian food and Drug Administration for the production license of radioactive drugs and the business license of radioactive drugs, but it was not approved due to the lack of local drug quality authorized person; In June 2013, Guangdong Sie Fuzhou branch conducted small-scale trial production after successful commissioning, and presented some products to relevant hospitals; In November 2013, Fuzhou food and Drug Administration investigated and dealt with Guangdong Sie Fuzhou branch and transferred it to the public security organ.
In addition, Guangdong HIA and its Fuzhou branch, formerly a subsidiary indirectly controlled by global medical solutions, Ltd. (hereinafter referred to as "GMS") (later renamed as Dongcheng International), have been included in the scope of the company's consolidated statements since Dongcheng Hong Kong completed the acquisition of GMS in October 2016.
2. Rectification and its effect
In the process of cooperating with the investigation of criminal cases, Guangdong HIA Fuzhou Branch continued to improve the qualification application materials according to the local requirements, and has successively obtained the production license of radioactive drugs (min f201503) and the operation license of radioactive drugs (min f201503) issued by Fujian food and Drug Administration on November 20, 2015, On December 22, 2016, it was issued with the GMP certificate (fj20160038) by Fujian Provincial Food and drug administration, and on February 10, 2017, it was renewed with the production license of radioactive drugs (min rs201702) and the business license of radioactive drugs (min rj201702) by Fujian Provincial Food and drug administration.
Guangdong HIA Fuzhou branch has stopped production and operation since it was raided by Fuzhou food and Drug Administration in November 2013, and began formal production until March 2017. Since then, Fuzhou branch has not produced and operated without obtaining qualification certificate
