Stock abbreviation: Zhejiang Huatong Meat Products Co.Ltd(002840) Stock Code: Zhejiang Huatong Meat Products Co.Ltd(002840) Zhejiang Huatong Meat Products Co.Ltd(002840) reply to feedback on application documents for non-public offering of shares sponsor (lead underwriter)
February, 2002
Zhejiang Huatong Meat Products Co.Ltd(002840) and Wanlian Securities Co., Ltd. reply to the feedback on the application documents for non-public offering of shares
China Securities Regulatory Commission:
We have received the notice of the CSRC on the first feedback on the examination of administrative licensing projects (No. 220047) (hereinafter referred to as the "feedback") issued by your commission on January 28, 2022 Zhejiang Huatong Meat Products Co.Ltd(002840) (hereinafter referred to as "the company", " Zhejiang Huatong Meat Products Co.Ltd(002840) " or "the issuer") and Wanlian Securities Co., Ltd. (hereinafter referred to as "the sponsor"), Shanghai SHANGZHENG Hengtai law firm (hereinafter referred to as "the issuer's lawyer") Tianjian Certified Public Accountants (special general partnership) (hereinafter referred to as "the issuer's accountant") and other intermediaries have carefully implemented the issues listed in the feedback one by one and replied to relevant issues. The content to be disclosed in the feedback needs to be supplemented. The application documents have been supplemented and modified in bold italics and submitted to your Association for review.
Unless otherwise specified, the abbreviation or interpretation involved in this reply is the same as that in the due diligence report. In this reply, if there are differences in the mantissa between the sum of the total and the direct addition of each addend, these differences are caused by rounding.
catalogue
Question 1 about the subscription object 1 question 2 about share pledge 6 question 3 about the implementation of the commitments of the controlling shareholders 11 question 4 about environmental protection 21 question 5 about the land use of raised investment projects Question 6 about production and operation safety 41 question 7 about the real estate business Question 8 about this raised investment project 64 question 9 about business performance 86 question 10 about inventory 109 question 11 about construction in progress Question 12 about the input tax amount of VAT to be deducted 137 question 13 about personal transactions 140 question 14 about financial investment one hundred and forty-nine
Question 1 about subscribers
The object of this non-public offering is Shanghai Huajian Food Technology Co., Ltd. (hereinafter referred to as "Shanghai Huajian"), which is a wholly-owned subsidiary of the controlling shareholder and has become a shareholder holding more than 5% of the company after this offering. The applicant is requested to explain: (1) the reasons for the subscription by Shanghai Huajian rather than Huatong Group Co., Ltd; (2) Whether the subscription fund source of the issuing 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 shareholders or actual controllers provide financial assistance, compensation, promised income or other agreements and arrangements to the subscription object directly or through their stakeholders; (3) Whether the subscription object promises that there is no reduction or reduction plan from six months before the pricing benchmark date to six months after the issuance. The sponsor and the applicant's lawyer are requested to check and express their opinions.
reply:
1、 Reasons for subscription by Shanghai Huajian rather than Huatong Group Co., Ltd
(I) reasons why Huatong Group does not subscribe directly
The subscriber Shanghai Huajian is a one-man limited liability company established by Huatong Group, the controlling shareholder of the issuer. The subscriber has no other structural arrangements and has a clear control relationship.
According to the statement issued by Huatong Group, Shanghai Huajian is its newly established investment platform in 2021, positioning Shanghai Huajian as the group's external investment and shareholding platform and new business expansion platform, mainly investing in the equity of listed or non listed companies with its own funds and developing new business segments. The participation of Shanghai Huajian in this subscription is mainly from the perspective of adjusting the shareholding structure and business division of the group, and comprehensively considering the convenience of fine management of equity investment activities.
(II) commitment of actual controller
Since Shanghai Huajian was established in 2021 and has no business, the actual controllers of the issuer Zhu Jianyong Zhu Jianjun promises as follows: "During the lock-in period of Zhejiang Huatong Meat Products Co.Ltd(002840) obtained by Shanghai Huajian through this offering, I will not transfer the shares of Shanghai Huajian directly or indirectly held by me in any way, nor will I transfer, transfer or agree that other subjects will in any way partially or fully enjoy the rights and interests related to Zhejiang Huatong Meat Products Co.Ltd(002840) indirectly enjoyed by me through Shanghai Huajian."
2、 Whether the subscription fund source of the issuing 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
Shanghai Huajian is the controlling shareholder of the issuer. Huatong Group is a one-man limited liability company established to subscribe for the shares issued this time. Huatong Group holds 100% equity of Shanghai Huajian.
The subscription funds of Shanghai Huajian mainly come from its own funds and the financial support provided by the controlling shareholder Huatong Group. The details are as follows:
(I) self owned funds of Shanghai Huajian
The registered capital of Shanghai Huajian is 100 million yuan. After paid in by Huatong Group, it can be used as one of the capital sources of this subscription.
(II) the controlling shareholder Huatong Group has the ability to provide financial support to Shanghai Huajian
The financial situation of Huatong Group in the latest year is as follows:
Unit: 10000 yuan
September 30, 2021 December 31, 2020
Total assets 10934328889426281
Total liabilities 8013650762089270
Owner's equity 2920678127337011
Project from January to September 2021 to 2020
Operating income 6755231289239610
Net profit 5110442368289
Note: the above financial data are based on the consolidated statements. The financial data of 2020 have been audited by Rongcheng Certified Public Accountants (special general partnership), and the financial data from January to September 2021 have not been audited.
As can be seen from the above table, Huatong Group's assets are in good condition and has the financial strength to subscribe for this non-public offering. Shanghai Huajian is a wholly-owned subsidiary of Huatong Group. Huatong Group has the ability to support Shanghai Huajian to subscribe for the non-public offering.
Shanghai Huajian has issued a commitment on November 26, 2021: "The company intends to participate in the subscription of Zhejiang Huatong Meat Products Co.Ltd(002840) shares. All the share subscription money paid by the company comes from its own funds or funds raised by itself in a legal way permitted by laws, regulations and other normative documents. The source of funds is legal and compliant, and there is no external raising; there is no situation of accepting others' entrustment to subscribe, making capital contributions on behalf of others, entrusted shareholding, trust shareholding and other holding; No There are structured arrangements such as graded income; There is no case that the subscription funds come directly or indirectly from Zhejiang Huatong Meat Products Co.Ltd(002840) and its related parties ( Zhejiang Huatong Meat Products Co.Ltd(002840) controlling shareholders, actual controllers and other enterprises controlled by them except Zhejiang Huatong Meat Products Co.Ltd(002840) and its subsidiaries). "
On September 13, 2021, the issuer issued the letter of commitment that there is no financial assistance or compensation provided to investors participating in the subscription directly or through stakeholders, promising that the company will not make a commitment to the minimum guarantee income or disguised minimum guarantee income to investors participating in the subscription, It will not provide financial assistance or compensation to the investors participating in the subscription directly or through stakeholders.
3、 Does the subscriber promise that there will be no reduction or reduction plan from six months before the pricing benchmark date to six months after the issuance
On September 13, 2021 and September 29, 2021, the issuer held the 11th meeting of the Fourth Board of directors and the third extraordinary general meeting of shareholders in 2021 respectively, deliberated and adopted the proposal on the company's compliance with the conditions for non-public development of a shares, the proposal on the company's non-public offering of shares and other proposals related to this non-public offering, The pricing benchmark date of this non-public offering is determined as the announcement date of the resolution of the 11th meeting of the Fourth Board of directors.
The subscription object Shanghai Huajian was established on September 1, 2021 and does not hold shares of the issuer.
After inquiring about the announcement of the listed company from six months before the resolution date of the board of directors (i.e. March 13, 2021) to the issuance date of this feedback reply, the top n detailed data sheet of consolidated general account and margin trading credit account issued by China Securities Depository and Clearing Co., Ltd. Shenzhen Branch during the above-mentioned period The securities account statement and commitment letter issued by Huatong Group, the controlling shareholder of the company, and Huatong Group and brilliance investment controlled by Huatong Group did not reduce the shares of the company from six months before the pricing benchmark date to the date of this feedback.
On February 25, 2022, Huatong Group and brilliance investment issued the letter of commitment on no reduction or reduction plan, which is as follows:
"Huatong Group Co., Ltd. and Yiwu Huachen Investment Consulting Co., Ltd. (hereinafter referred to as the" promisor ") jointly confirm and undertake the following with respect to the reduction or reduction plan of Zhejiang Huatong Meat Products Co.Ltd(002840) (hereinafter referred to as" Zhejiang Huatong Meat Products Co.Ltd(002840) "or" listed company ") from six months before the pricing benchmark date of this non-public offering to six months after the completion of this offering:
(1) Within 6 months before the benchmark date for the pricing of the issued shares ( Zhejiang Huatong Meat Products Co.Ltd(002840) the announcement date of the resolution of the 11th meeting of the Fourth Board of directors), the promisor did not reduce the shares of the listed company.
(2) The promisor has no plan to reduce the shares of the listed company from the pricing benchmark date of this non-public offering to the completion of this public offering, nor does it have a plan to reduce the shares of the listed company within 6 months after the end of this non-public offering.
(3) After the expiration of the above-mentioned period of not reducing the shares of listed companies, the promisor will strictly abide by the relevant provisions and requirements on reducing the shares held by shareholders of listed companies, several provisions on reducing the shares held by shareholders, directors, supervisors and senior managers of Listed Companies in Shenzhen Stock Exchange and other relevant provisions and requirements on reducing the shares held by shareholders. If the regulatory policy changes at that time, the promisor will also strictly implement the latest policy.
(4) If the promisor violates the above commitments and reduces its holdings, the promisor promises that all the proceeds from the reduction will belong to Zhejiang Huatong Meat Products Co.Ltd(002840) all.
It is hereby committed. "
On February 25, 2022, Shanghai Huajian issued the letter of commitment on no reduction or reduction plan, which is as follows:
"Shanghai Huajian Food Technology Co., Ltd. (hereinafter referred to as the" promisor ") confirms and promises the following with regard to the reduction or plan of Zhejiang Huatong Meat Products Co.Ltd(002840) (hereinafter referred to as the" listed company ") from six months before the pricing benchmark date of this non-public offering to six months after the completion of this offering:
(1) Before this offering, the promisor did not hold Zhejiang Huatong Meat Products Co.Ltd(002840) shares, and will not transfer or otherwise dispose of the Zhejiang Huatong Meat Products Co.Ltd(002840) non-public issued shares it held within 36 months after the end of this offering.
(2) After the expiration of the above-mentioned non reduction Zhejiang Huatong Meat Products Co.Ltd(002840) period, the promisor will strictly abide by the relevant provisions and requirements on the reduction of shares held by shareholders, directors, supervisors and senior managers of listed companies, such as the securities law, several provisions on the reduction of shares held by shareholders, directors, supervisors and senior managers of Listed Companies in Shenzhen Stock Exchange. If the regulatory policy changes at that time, the promisor will also strictly implement the latest policy.
(3) If the promisor violates the above commitments and reduces its holdings, the promisor promises that all the proceeds from the reduction will belong to Zhejiang Huatong Meat Products Co.Ltd(002840) all.
It is hereby committed. "
To sum up, Huatong Group and its controlled brilliance investment have no reduction or reduction plan from six months before the pricing benchmark date to six months after the completion of this offering; Shanghai Huajian does not hold Zhejiang Huatong Meat Products Co.Ltd(002840) shares, and will not transfer or otherwise dispose of its Zhejiang Huatong Meat Products Co.Ltd(002840) non-public shares subscribed for this time within 36 months after the end of this offering. Huatong Group and its controlled brilliance investment and Shanghai Huajian have issued effective commitments on not reducing the shares of the issuer.
4、 Verification procedures and opinions of intermediary institutions
(I) verification procedure
The sponsor and the issuer's lawyers have performed the following verification procedures:
1. Interview the actual controller of the issuer, consult the articles of association and other documents of Shanghai Huajian, and check the specific reasons for Shanghai Huajian's participation in fixed growth.
2. By consulting the 2020 audit report of Huatong Group and the financial statements from January to September 2021, we obtained the letter of commitment issued by Shanghai Huajian and the letter of explanation issued by Huatong Group, and interviewed the actual controller of the issuer to verify whether the subscription fund of Shanghai Huajian is its own fund and whether there is external raising, holding Structured arrangement or direct or indirect use of the funds of the issuer and its related parties for this subscription.
3. China Securities Depository and Clearing Co., Ltd
