Bond abbreviation: 20 Heli 01 bond Code: 149047 SZ Holitech Technology Co.Ltd(002217)
Public issuance of corporate bonds to qualified investors in 2020
(phase I) (epidemic prevention and control debt)
The seventh interim Trustee Service report in 2021
publisher:
Holitech Technology Co.Ltd(002217)
(address: Hanzhong West Road, Xinhan Industrial Park, Hanjiang District, Putian City, Fujian Province)
Bond trustee:
(address: No. 618, Shangcheng Road, China (Shanghai) pilot Free Trade Zone)
December 2021
Important statement
This report is based on the measures for the administration of corporate bond issuance and Trading (hereinafter referred to as the “measures”), the code of practice for corporate bond trustee, the prospectus for the public issuance of corporate bonds (phase I) (epidemic prevention and control bonds) to qualified investors in Holitech Technology Co.Ltd(002217) 2020 (hereinafter referred to as the “prospectus”) and the bond trustee agreement Relevant regulations, professional opinions issued by third-party intermediaries, relevant explanatory documents issued by Holitech Technology Co.Ltd(002217) (hereinafter referred to as ” Holitech Technology Co.Ltd(002217) “, “the company” or “the issuer”) and relevant materials provided shall be prepared by the corporate bond trustee Guotai Junan Securities Co.Ltd(601211) (hereinafter referred to as ” Guotai Junan Securities Co.Ltd(601211) “).
This report does not constitute a recommendation for investors to do or not do a certain act. Investors should make independent judgment on relevant matters, and should not take any content in this report as a commitment or statement made by Guotai Junan Securities Co.Ltd(601211) . Investors are requested to consult professional institutions independently. Under no circumstances can investors take this report as the basis for investment behavior.
1、 Approval documents and approved scale of current bonds
On July 31, 2019, the 24th Meeting of the Fifth Board of directors of the issuer deliberated and approved the plan for public issuance of corporate bonds, and submitted it to the company’s extraordinary general meeting for deliberation. It is proposed to publicly issue corporate bonds of no more than 1 billion yuan (including 1 billion yuan) to qualified investors.
On August 19, 2019, the issuer’s second extraordinary general meeting in 2019 deliberated and approved the plan for public issuance of corporate bonds.
With the approval of “zjxk [2020] No. 150″ document of China Securities Regulatory Commission on January 19, 2020, the company is allowed to publicly issue corporate bonds with a total face value of no more than 1 billion yuan.
2、 Basic information of current bonds
1. Issuer: Holitech Technology Co.Ltd(002217) .
2. Bond Name: Holitech Technology Co.Ltd(002217) corporate bonds (phase I) (epidemic prevention and control bonds) will be publicly issued to qualified investors in 2020.
3. Bond abbreviation: 20 Heli 01.
4. Issuance scale and arrangement: the issuance scale is no more than 1 billion yuan (including), which can be issued by stages. 5. Bond term: the term of this bond is 3 years.
6. Face value: the face value of this bond is 100 yuan.
7. Issue price: issue at par.
8. Bond form: real name bookkeeping corporate bonds.
9. Bond interest rate and determination method: this bond is a fixed interest rate, and the coupon rate will be determined after the company and the lead underwriter reach an agreement in accordance with relevant national regulations and filed with the regulatory authority according to the results of bookkeeping and filing. 10. Special account for raised funds and special account for repayment funds: the issuer opens a special account for the use of raised funds in the regulatory bank for the receipt, storage, transfer and principal and interest repayment of the raised funds of corporate bonds, and carries out special management.
11. First day of issuance, starting date of offline subscription and value date: the first day of issuance, starting date of offline subscription and value date of this bond are February 28, 2020.
12. Interest payment creditor’s right registration date: the interest payment creditor’s right registration date of this bond will be implemented in accordance with the relevant provisions of Shenzhen Stock Exchange and registration and custody institution.
13. Interest payment date: the interest payment date of this bond is February 28 of each year from 2021 to 2023. In case of legal holidays or rest days, it shall be postponed to the first trading day thereafter (no additional interest shall be calculated during the extended period).
14. Cashing date: the cashing date of this bond is February 28, 2023. In case of legal holidays or rest days, it shall be postponed to the first trading day thereafter (no additional interest shall be calculated during the extended period).
15. Interest registration date: the interest registration date of this bond will be determined in accordance with the relevant provisions of the bond registration authority. 16. Interest calculation method: simple interest is adopted, interest is calculated annually, compound interest is not included, and no additional interest is calculated after expiration.
17. Interest period: the interest period of this bond is from February 28, 2020 to February 27, 2023.
18. Repayment of principal and interest: this bond adopts simple interest, which is calculated annually without compound interest. The interest shall be paid once a year, the principal shall be repaid once when due, and the last interest shall be paid together with the payment of the principal.
19. Payment method: the repayment method of the principal and interest of this bond shall be handled in accordance with the relevant provisions of the bond registration authority. 20. Interest payment amount: the amount of interest paid to investors on the interest payment date of this bond each year is the product of the total face value of this bond held by investors as of the closing of the interest registration date and the corresponding annual interest rate.
21. Guarantee: Fujian electronic information (Group) Co., Ltd., the controlling shareholder of the issuer, provides full, unconditional and irrevocable joint and several liability guarantee for the corporate bonds.
22. Credit rating: the issuer’s main credit rating is AA + and the credit rating of this bond is AAA according to the comprehensive evaluation of China integrity. Zhongchengxin will conduct regular follow-up rating and irregular follow-up rating on the issuer during the effective duration of the bonds.
23. Pledge repurchase arrangement: the main credit rating of the company is AA +, and the credit rating of the bonds is AAA. The current bonds meet the basic conditions for pledged repo transactions. The specific conversion rate and other matters will be implemented in accordance with the relevant provisions of China Securities Depository and Clearing Co., Ltd.
24. Bond trustee: Guotai Junan Securities Co.Ltd(601211) .
25. Issuance method: see the issuance announcement for details.
26. Placement arrangement to shareholders of the company: the bonds will not be placed preferentially to shareholders of the company.
27. Underwriting method: the lead underwriter is responsible for establishing an underwriting syndicate and underwriting by means of balance underwriting.
28. Purpose of the raised funds: the funds raised by the issuance of corporate bonds are mainly intended to repay the loans of the company’s financial institutions and other interest bearing liabilities and supplement the working capital of the company and its subsidiaries, of which no more than 20% of the raised funds are used for the production of supplementary epidemic prevention materials (supporting parts of infrared thermometer, temperature measurement and security door, oximeter, etc.) and other working capital of the company’s subsidiaries.
3、 Major events
According to Holitech Technology Co.Ltd(002217) suggestive announcement on planning asset sale announced on October 26, 2021, Holitech Technology Co.Ltd(002217) plans to transfer 100% equity of Shandong Holitech Technology Co.Ltd(002217) Chemical Co., Ltd. (hereinafter referred to as ” Holitech Technology Co.Ltd(002217) chemical”) and Zibo Xinlian Chemical Logistics Co., Ltd. (hereinafter referred to as “Xinlian chemical logistics”) through public listing in the property exchange. On November 2, 2021, Guotai Junan Securities Co.Ltd(601211) has issued the sixth interim entrusted management affairs report in 2021 on the above matters And remind investors to pay attention to risks. At the same time, Holitech Technology Co.Ltd(002217) disclosed the announcement on the sale of assets (Announcement No.: 2021-121) and the announcement on the progress of the sale of assets (Announcement No.: 2021-124) on the designated information disclosure website on November 25, 2021 and November 30, 2021 respectively, received the attention letter from Shenzhen Stock Exchange on November 29, 2021, and disclosed Holitech Technology Co.Ltd(002217) on December 4 Announcement on the reply of Shenzhen Stock Exchange to the letter of concern of the company (Announcement No.: 2021-127).
According to Holitech Technology Co.Ltd(002217) announcement on related party transactions expected to occur from the sale of assets (Announcement No.: 2021-130) announced on December 9, 2021, the controlling shareholder of the company Fujian electronic information (Group) Co., Ltd. (hereinafter referred to as “electronic information group”) or its controlling enterprise intends to participate in this Holitech Technology Co.Ltd(002217) For the public bidding for the listing and transfer of 100% equity of chemical industry and 100% equity of Xinlian chemical logistics, as potential counterparties, such as electronic information group or its controlled enterprises, this transaction will constitute a related party transaction.
The specific contents of the above announcement are as follows:
“I. transaction overview
1、 Holitech Technology Co.Ltd(002217) (hereinafter referred to as “the company”) publicly listed and transferred 100% equity of Shandong Holitech Technology Co.Ltd(002217) Chemical Co., Ltd. (hereinafter referred to as ” Holitech Technology Co.Ltd(002217) chemical”) and Zibo Xinlian Chemical Logistics Co., Ltd. (hereinafter referred to as “Xinlian chemical logistics”) through the property exchange ）100% equity. For details, see the announcement on asset sale (Announcement No.: 2021-121) and the announcement on progress of asset sale (Announcement No.: 2021-124) disclosed by the company on the designated information disclosure website on November 25 and November 30, 2021.
As the controlling shareholder of the company, Fujian electronic information (Group) Co., Ltd. (hereinafter referred to as “electronic information group”) or its controlling enterprise intends to participate in this Holitech Technology Co.Ltd(002217) For the public bidding for the listing and transfer of 100% equity of chemical industry and 100% equity of Xinlian chemical logistics, as potential counterparties, such as electronic information group or its controlled enterprises, this transaction will constitute a related party transaction.
2. This potential related party transaction was considered and adopted at the 21st Meeting of the 6th board of directors (voting results: 5 affirmative votes, 0 negative votes and 0 abstention votes) and the 20th meeting of the 6th board of supervisors
Deliberated and adopted (voting results: 3 affirmative votes, 0 negative votes and 0 abstention votes). Related directors Huang Aiwu, Zheng Shu, Zheng Jianfang, Ma Xiaojun, Lin Weijie and Li Zhen abstained from voting, and independent directors expressed their prior approval and independent opinions on this transaction. This potential related transaction must be submitted to the general meeting of shareholders of the company for deliberation, and shareholders associated with this transaction will abstain vote.
After preliminary calculation, this transaction does not constitute a major asset reorganization as stipulated in the administrative measures for major asset reorganization of listed companies.
2、 Basic information of potential counterparties
Company name: Fujian electronic information (Group) Co., Ltd
Registered address: Building 2, Zhengxiang business center, No. 153, Wuyi North Road, Fuzhou, Fujian
Legal representative: Lu Wensheng
Registered capital: 863869973774 yuan
Unified social credit Code: 91350000717397615u
Business scope: operation and management of state-owned assets within the scope of authorization; Property right (equity) operation; Investment, holding and equity participation in network products, software and electronic information services, communications, radio and television audio-visual, computer and external equipment and applications, electronic basic raw materials and components, household appliances, optical products, electronic measuring instruments and meters, machining and special equipment, transportation electronics and other products outside the electronic industry. Investment in properties and hotels. (for projects subject to approval according to law, business activities can be carried out only after approval by relevant departments)
Equity relationship: the state owned assets supervision and Administration Commission of Fujian Provincial People’s government holds 100% equity of electronic information group.
Main financial data: as of December 31, 2020, the total assets of the electronic information group were 103816145000 yuan and the net assets were 29483619200 yuan. In 2020, the operating revenue of electronic information group was 45242479200 yuan and the net profit was -3445313700 yuan. As of September 30, 2021, the total assets of the electronic information group are 106142.3672 million yuan and the net assets are 29611132100 yuan. The current operating income is 39718392200 yuan and the net profit is 43691100 yuan.
Relationship: electronic information group is the controlling shareholder of the company.
After inquiry, the electronic information group does not belong to the dishonest executee.
As the subject participating in the bidding has not been determined, the company will perform the obligation of information disclosure according to the actual results.
3、 Subject matter of transaction
The subject matter of this transaction is 100% equity of Holitech Technology Co.Ltd(002217) chemical industry and Xinlian chemical logistics. See the company’s basic information, ownership status, evaluation, pricing basis and other arrangements for equity transfer on November 25, 2021 Announcement on the sale of assets (Announcement No.: 2021-121) and announcement on the progress of the sale of assets (Announcement No.: 2021-124) disclosed on the designated information disclosure website on November 30. IV. main contents of the agreement
As this transaction will be transferred through public listing, the transaction contract and agreement have not been signed. The specific agreement and content of this transaction will be signed and arranged in accordance with relevant regulations after the public listing transfer is completed.
5、 Purpose of selling assets and impact on the company
The transfer of the equity of the subsidiary is conducive to concentrate energy and resources, focus on the main business, return the company’s funds, and is in line with the company’s development strategy. If this transaction can be successfully completed, the company will no longer hold the equity of Holitech Technology Co.Ltd(002217) chemical industry and xinlianhua logistics, Holitech Technology Co.Ltd(002217) chemical industry and xinlianhua logistics will no longer be included in the scope of the company’s consolidated statements, which will have a certain impact on the company’s total assets, operating revenue and net profit; The sale price will be determined by bidding in the form of public listing, and the final transfer price cannot be determined.
6、 Authorization of this transaction
In order to ensure the smooth progress of matters related to this transaction, the general meeting of shareholders of the company is requested to authorize the management of the company to handle various matters related to this transaction, including but not limited to:
(i) Formulate, adjust and implement the specific scheme of this transaction according to the provisions of laws, regulations and normative documents, including but not limited to listing time and listing time
