Stock abbreviation: Shanghai Taisheng Wind Power Equipment Co.Ltd(300129) Stock Code: Shanghai Taisheng Wind Power Equipment Co.Ltd(300129) about Shanghai Taisheng Wind Power Equipment Co.Ltd(300129)
Application for registration of issuing shares to specific objects
Reply report of feedback implementation letter
Sponsor (lead underwriter)
(27th and 28th floors, building 2, international trade building, No. 1 Jianguomenwai street, Chaoyang District, Beijing)
March, 2002
China Securities Regulatory Commission and Shenzhen Stock Exchange:
According to the letter of implementation of feedback on issuance and registration (audit letter [2022] No. 02025) (hereinafter referred to as the “letter of implementation”) issued by your association and forwarded by your office on February 10, 2022, Shanghai Taisheng Wind Power Equipment Co.Ltd(300129) (hereinafter referred to as ” Shanghai Taisheng Wind Power Equipment Co.Ltd(300129) ,” company “or” issuer “) and the recommendation institution China International Capital Corporation Limited(601995) (hereinafter referred to as the” recommendation institution “) Beijing Jiayuan law firm (hereinafter referred to as the “issuer’s lawyer”) has carefully checked and implemented the issues involved in the opinion implementation letter one by one. Now the reply is as follows. Please review it.
Unless otherwise specified, the abbreviation in this reply report has the same meaning as the abbreviation defined in the prospectus for offering A-Shares to specific objects in Shanghai Taisheng Wind Power Equipment Co.Ltd(300129) 2021 (Registration draft), and the corresponding contents of the font are as follows:
Issues listed in the implementation letter of feedback on the issuance and registration process are in bold
Answers to the questions listed in the implementation letter of feedback on the issuance and registration process
In this reply report, if there is a difference in the mantissa between the sum of part of the sum and each addend, or there is a difference in the mantissa between the direct calculation results of some proportion indicators and relevant values, these differences are caused by rounding.
catalogue
One question three
Question one
According to the application materials, the agreement transfer between the issuing object and the original actual controller and the issuance of shares to specific objects are “package transactions”. Please further explain whether the specific circumstances of the mutual premise between the agreement transfer and the issuance of shares to specific objects have an uncertain impact on this issuance and whether they comply with the provisions of relevant laws and regulations.
The recommendation institution and lawyers are requested to check and express their opinions.
1、 Responses to questions
(I) in order to further ensure the smooth implementation of this offering, Kaide investment control has signed a supplementary agreement with the listed company to adjust and optimize the effective conditions of the share subscription agreement. The transfer of this agreement will not have an uncertain impact on this offering; After the issuance is approved by the CSRC for registration, the share subscription agreement will take effect and be implemented. There are no other uncertain matters and will not have an uncertain impact on the issuance
1. The parties to the transaction set the transfer of this Agreement and the issuance of shares to specific objects as the background of the package deal
Benefiting from the national “carbon neutral” policy and the national energy development strategy of the 14th five year plan, China’s offshore wind power is in a period of rapid development. The offshore wind power market in coastal provinces represented by Guangdong is huge, the determination to layout offshore wind power development is strong, and the relevant supporting industrial policies are perfect. As a subordinate enterprise of the Management Committee of Guangzhou Economic and Technological Development Zone, Kaide investment control has rich regional resource advantages in Guangdong. The introduction of high-quality wind power equipment enterprises is conducive to give full play to Industrial Synergy and contribute to the national and local energy development strategy in the 14th five year plan.
After the completion of this offering, CapitaLand will make use of its position as the controlling shareholder of the listed company to actively promote the expansion of Shanghai Taisheng Wind Power Equipment Co.Ltd(300129) in the offshore wind power business in the “Guangdong Hong Kong Macao Great Bay Area” and its radiation areas, accelerate the rapid implementation of Shanghai Taisheng Wind Power Equipment Co.Ltd(300129) dual sea strategy and promote the long-term and healthy development of the listed company. At the same time, Kaide investment control promised to apply to the Guangdong Provincial Government for the allocation of offshore wind power and onshore wind power resources of 1 million kilowatts with Shanghai Taisheng Wind Power Equipment Co.Ltd(300129) as the main body, and actively support Shanghai Taisheng Wind Power Equipment Co.Ltd(300129) to develop the offshore and onshore wind power market in Guangdong Province.
Based on the long-term optimistic outlook of Kaide investment holding on the future development prospect of the listed company, it is willing to maintain the position of controlling shareholder of the listed company for a long time, and comprehensively consider the rationality of the consideration for the acquisition of control. On the basis of this offering, Kaide investment holding has negotiated with Liu Zhicheng, Huang Jingming, Zhang Jinnan, Zhang Fulin and Zhang Shuxiao (hereinafter referred to as the “Transferor”) through friendly negotiation, The total 3 Beijing Wantai Biological Pharmacy Enterprise Co.Ltd(603392) 7 shares of the listed company held by the transferor to be transferred (accounting for 5.011% of the total share capital of Shanghai Taisheng Wind Power Equipment Co.Ltd(300129) this issuance), so as to further consolidate the control of the listed company and promote the sustained, healthy and stable development of the listed company. The package transaction arrangement of this agreement transfer and issuance of shares to specific objects is reasonable and feasible.
2. The specific conditions and latest adjustments of the mutual premise between the transfer of this Agreement and the issuance of shares to specific objects
On July 23, 2021, Kaide investment control signed the conditional effective share transfer agreement with the transferor (hereinafter referred to as the “share transfer agreement”), and Kaide investment control transferred Shanghai Taisheng Wind Power Equipment Co.Ltd(300129) a total of 3 Beijing Wantai Biological Pharmacy Enterprise Co.Ltd(603392) 7 shares (accounting for 5.011% of the total share capital of Shanghai Taisheng Wind Power Equipment Co.Ltd(300129) before this issuance); On the same day, Kaide investment control and Shanghai Taisheng Wind Power Equipment Co.Ltd(300129) signed the conditional effective share subscription agreement (hereinafter referred to as the “share subscription agreement”), and Kaide investment control subscribed 215745976 shares issued by Shanghai Taisheng Wind Power Equipment Co.Ltd(300129) to specific objects (accounting for 30% of the total share capital of Shanghai Taisheng Wind Power Equipment Co.Ltd(300129) before this issuance).
The effective conditions of the agreement agreed in the share transfer agreement include: “this Agreement shall come into force on the date when all the following conditions are met (whichever is later): (1) Party A has completed the due diligence on the target company, and the due diligence results show that the assets, business and liabilities of the target company are true, accurate and complete, and there are no major concealment, falsehood and untruth in all important aspects; (2) This transaction has fulfilled Party A’s internal decision-making procedures; (3) This transaction has been approved by Party A’s superior competent unit and the competent State-owned Assets Supervision and administration department; (4) The issue has been deliberated and approved by the board of directors and the general meeting of shareholders of the target company; (5) The issuance has been approved by Shenzhen Stock Exchange and approved by China Securities Regulatory Commission; (6) This transaction has obtained the decision or consent document (if necessary) issued by the State Administration of market supervision on no further review of antitrust review of business concentration. “
The effective conditions of the agreement agreed in the share subscription agreement include: “this agreement is an agreement with conditional effect, which is established from the date of signing by Party A and Party B and takes effect on the date when all the following preconditions are met: (1) the share transfer agreement signed by Party A’s actual controller team and its joint shareholders and Party B has taken effect and continues to be effective; (2) The issuance has been deliberated and approved by the board of directors and the general meeting of shareholders of Party A; (3) This transaction has fulfilled Party B’s internal decision-making procedures; (4) This transaction has been approved by Party B’s superior competent unit and the competent State-owned Assets Supervision and administration department; (5) The issuance was approved by Shenzhen Stock Exchange; (6) The issuance has been approved by the CSRC for registration; (7) This transaction has obtained the decision or consent document issued by the State Administration of market supervision on no further review of antitrust review of business concentration (if necessary).
”
According to the share subscription agreement signed by the issuer and Kaide investment control, one of the preconditions for the effectiveness of the agreement is that the share transfer agreement signed by Kaide investment control and the transferor has become effective and continues to be effective; According to the share transfer agreement signed between Kaide investment control and the transferor, one of the preconditions for the effectiveness of the agreement is that the issue of shares to specific objects has been reviewed and approved by Shenzhen Stock Exchange and registered with China Securities Regulatory Commission. Therefore, under the arrangement of the two agreements, the transfer of this Agreement and the issuance of shares to specific objects are the premise of each other.
In order to further ensure the smooth implementation of this offering, Shanghai Taisheng Wind Power Equipment Co.Ltd(300129) and Kaide investment control signed the supplementary agreement to the conditional effective share subscription agreement (hereinafter referred to as the “supplementary agreement on share subscription”) on March 1, 2022, which adjusted the terms of the original share subscription agreement on the payment of subscription price and stock delivery, and the conditions for the effectiveness of the agreement, The effective conditions of Article 7.1 are revised as follows:
“The conditional effective share subscription agreement is a conditional effective agreement, which is established from the date of signing by the company and Kaide investment and control, and takes effect on the date when all the following preconditions are met:
(1) The issuance has been deliberated and approved by the board of directors and the general meeting of shareholders of the company;
(2) The issuance has fulfilled the internal decision-making procedures of Kaide investment control;
(3) The issuance has been approved by the superior competent unit of Kaide investment control and the competent State-owned Assets Supervision and administration department;
(4) The issuance was approved by Shenzhen Stock Exchange;
(5) The issuance has been approved by the CSRC for registration;
(6) The issuance has obtained the decision or consent document issued by the State Administration of market supervision on the non implementation of further examination on the anti-monopoly examination of business concentration. “
Shanghai Taisheng Wind Power Equipment Co.Ltd(300129) held the 22nd Meeting of the 4th board of directors on March 1, 2022, deliberated and adopted the proposal on signing the supplementary agreement of the conditional effective share subscription agreement between the company and specific objects. As of the date of issuance of this reply report, items (1) – (4) and (6) of the above effective conditions of the share subscription agreement have been met, and the share subscription agreement will come into force after obtaining the approval of the CSRC for registration.
To sum up, in view of the supplementary agreement signed between the company and Kaide investment holdings to modify the effective conditions of the share subscription agreement, the effectiveness and continuous effectiveness of the share transfer agreement are no longer the effective conditions of the share subscription agreement, this issuance and this agreement transfer are no longer mutually preconditioned, and this agreement transfer will not have an uncertain impact on this issuance; After the issuance is approved by the CSRC for registration, the share subscription agreement will take effect and can be implemented. There are no other uncertain matters.
(II) this issuance complies with relevant laws and regulations
According to Article 57 of the measures for the administration of registration, the pricing benchmark date of issuing shares to specific objects is the first day of the issuance period. A listed company shall issue shares at a price not lower than the reserve price. If the board of directors of a listed company decides to determine all the issuing objects in advance, and the issuing objects fall into one of the following circumstances, the pricing benchmark date may be the announcement date of the resolution of the board of directors, the announcement date of the resolution of the general meeting of shareholders or the first day of the issuance period: (I) the controlling shareholder, actual controller or affiliated person controlled by the listed company; (II) investors who have acquired the actual control of the listed company by subscribing for the shares issued this time; (III) domestic and foreign strategic investors to be introduced by the board of directors.
Kaide investment control will obtain the actual control of Shanghai Taisheng Wind Power Equipment Co.Ltd(300129) through this issuance, which is in line with the relevant provisions on the issuing object in Article 57 of the registration management measures. The specific analysis is as follows:
1. After the completion of this offering, the proportion of shares held by Kaide investment control can realize the actual control of Shanghai Taisheng Wind Power Equipment Co.Ltd(300129) and Kaide investment control will become the controlling shareholder of Shanghai Taisheng Wind Power Equipment Co.Ltd(300129) company
According to the provisions of Article 84 of the measures for the administration of the acquisition of listed companies, those who have one of the following circumstances are deemed to have the control right of the listed company: (I) the investor is the controlling shareholder holding more than 50% of the shares of the listed company; (II) investors can actually control more than 30% of the voting rights of the shares of the listed company; (III) investors can decide the election of more than half of the members of the board of directors of the company by actually controlling the voting rights of the shares of the listed company; (IV) the voting rights of the listed company’s shares that investors can actually control are enough to have a significant impact on the resolutions of the company’s general meeting of shareholders; (V) other circumstances recognized by the CSRC. As of the issuance date of this reply report, the total share capital of Shanghai Taisheng Wind Power Equipment Co.Ltd(300129) is 719153256 shares, and the concerted action team composed of Liu Zhicheng, Huang Jingming, Zhang Jinnan, Xia quanguang and Zhang Fulin holds 22.23% of the shares of Shanghai Taisheng Wind Power Equipment Co.Ltd(300129) and is the actual controller of Shanghai Taisheng Wind Power Equipment Co.Ltd(300129) in total. According to the plan for issuing A-Shares to specific objects in Shanghai Taisheng Wind Power Equipment Co.Ltd(300129) 2021 (Revised Version), the share subscription agreement signed by Shanghai Taisheng Wind Power Equipment Co.Ltd(300129) and Kaide investment control and the supplementary agreement on share subscription, it is agreed that Kaide investment control will subscribe for 215745976 new shares of Shanghai Taisheng Wind Power Equipment Co.Ltd(300129) in this issuance. Assuming that there is no change in the total share capital of Shanghai Taisheng Wind Power Equipment Co.Ltd(300129) from the date of issuance of this reply report to the date of this issuance and the number of shares issued this time, the total share capital of Shanghai Taisheng Wind Power Equipment Co.Ltd(300129) will increase to 934899232 shares after the completion of this issuance. The equity structure is as follows:
Before and after this offering
Name of shareholders (excluding transfer agreement)
Proportion of number of shares (shares) (%) proportion of number of shares (shares) (%)
Kaide investment control 0 021574597623.08
Liu Zhicheng 581586228.09581586226.22
Huang Jingming 519664567.23519664565.56
Dou Jianrong 199898192.78199898192.14
Zhang Jinnan 178843622.49178843621.91
Xia quanguang 176739022.46176739021.89
Zhang Fulin
