Securities abbreviation: Guang Dong Fenghua Advanced Technology (Holding) Co.Ltd(000636) securities code: 000636 Guang Dong Fenghua Advanced Technology (Holding) Co.Ltd(000636) First Capital Securities Co.Ltd(002797) about securities underwriting and recommendation Co., Ltd
Letter on making preparations for the meeting of Guang Dong Fenghua Advanced Technology (Holding) Co.Ltd(000636) non public development bank stock issuance and examination committee
of
Reply Report
Sponsor (co lead underwriter)
(10th floor, Zhuo center, No. 6, wudinghou street, Xicheng District, Beijing)
December, 2001
China Securities Regulatory Commission:
We have received the letter on making preparations for the meeting of Guang Dong Fenghua Advanced Technology (Holding) Co.Ltd(000636) non-public stock issuance and Examination Committee (hereinafter referred to as the "notification letter") issued by your association on December 7, 2021. After receiving the notification letter, Guang Dong Fenghua Advanced Technology (Holding) Co.Ltd(000636) (hereinafter referred to as " Guang Dong Fenghua Advanced Technology (Holding) Co.Ltd(000636) ", "issuer" or "company") together with First Capital Securities Co.Ltd(002797) securities underwriting recommendation Co., Ltd. (hereinafter referred to as "Yichuang investment bank") "Sponsor") Beijing Kangda law firm (hereinafter referred to as "issuer's lawyer", "Kangda lawyer" or "lawyer"), Zhongxi Certified Public Accountants (special general partnership) (hereinafter referred to as "issuer's accountant", "Zhongxi certified public accountants" or "accountant") and other relevant intermediaries have carefully discussed and studied the notification letter and The questions raised have been checked and implemented one by one. The answers to the relevant questions are as follows. Please review them. Unless otherwise specified, the definitions of terms used in the reply to this notification letter are consistent with the due diligence report on Guang Dong Fenghua Advanced Technology (Holding) Co.Ltd(000636) 2021 non-public development of A-share shares.
The data listed in this paper may be different from the sum of the data directly added due to rounding. The font of the reply to this notification letter:
The questions listed in the notification letter are bold
Reply to question
The verification opinions on the issues listed in the notification letter are bold in Song Dynasty
catalogue
1. About violations of laws and regulations 32. About accounts receivable 273. About naidian Technology thirty-seven
1. About violation of laws and regulations
According to the application materials, the issuer was subject to administrative punishment by Guangdong securities regulatory bureau for illegal acts such as false statements, and triggered a number of investor lawsuits. Up to now, 374 investors have filed lawsuits, and the company has compensated investors for losses and case acceptance fees of about 240 million yuan in the first instance. At present, it is in the stage of second instance. The limitation of action expires on November 22, 2022.
The issuer is requested to supplement and disclose: (1) for the investor litigation caused by the issuer's false statements, the number of investors who have not been sued, the amount involved and the company's residual risk exposure are calculated according to the current accrual standards and the same caliber; (2) Combined with the time of multiple batches of litigation and the judgment amount of investors, judge whether the reason for bringing a lawsuit with a small amount in the last year before the expiration of the limitation of action is sufficient and reasonable; whether the basis and assumption of the issuer's failure to accrue estimated liabilities for the remaining investors who have not brought a lawsuit within the limitation of action are reasonable, whether the company has current obligations to such investors, and the relevant accounting treatment is reasonable Whether it complies with the provisions of the accounting standards for business enterprises; (3) The progress of investor mediation and the trial of Guangdong Provincial High Court; (4) whether the reasons for considering that the illegal act of false information disclosure does not seriously damage the legitimate rights and interests of investors and public interests are sufficient and reasonable in combination with the number of lawsuits and the results of the first instance judgment; (5) The company has been administratively punished by Guangdong securities regulatory bureau for illegal information disclosure and caused investor litigation. Whether the relevant illegal acts have caused bad social impact, constitute a situation that seriously damages the legitimate rights and interests of investors and social public interests, and constitute an obstacle to this issuance.
Lawyers and Accountants of the recommendation institution and the issuer shall conduct verification according to their respective responsibilities, explain the verification basis and process, and give clear verification opinions, and lawyers shall give special audit opinions.
[reply]
(1) For the investor litigation caused by the issuer's false statements, the number of investors who have not been sued, the amount involved and the company's residual risk exposure are calculated according to the current accrual standards and the same caliber
1、 Basic information of Guang Dong Fenghua Advanced Technology (Holding) Co.Ltd(000636) misrepresentation case
Guang Dong Fenghua Advanced Technology (Holding) Co.Ltd(000636) announced on August 8, 2018 that it was filed for investigation by the China Securities Regulatory Commission (hereinafter referred to as the "CSRC") for illegal information disclosure. On November 22, 2019, it received the decision on administrative punishment ([2019] No. 13) issued by the CSRC. The CSRC found that the information disclosed by Guang Dong Fenghua Advanced Technology (Holding) Co.Ltd(000636) had false records and did not disclose the resolutions of the board of directors and the board of supervisors in time, which violated the law According to the relevant provisions of the securities law of the people's Republic of China, several responsible subjects including Guang Dong Fenghua Advanced Technology (Holding) Co.Ltd(000636) shall be punished.
Since December 2019, investors with investment losses have filed a lawsuit with the Guangzhou intermediate people's Court of Guangdong Province
November 22, 2022 to November 22, 2022. As of December 10, 2021, Guang Dong Fenghua Advanced Technology (Holding) Co.Ltd(000636) has accepted a total of 376 litigation related disputes, of which 49 have been voluntarily withdrawn, 327 have been decided in the first instance, and Guang Dong Fenghua Advanced Technology (Holding) Co.Ltd(000636) is required to compensate investors for losses and bear case acceptance fees totaling 240 million yuan.
The key issues in the misrepresentation claim cases include the implementation date and disclosure date of the misrepresentation, the benchmark date for the calculation of the investment loss difference and the determination of the benchmark price:
The implementation date refers to the date on which the false statement is made. In this case, the disclosure of the issuer's 2015 annual report is inconsistent with the actual situation, and its announcement date is March 29, 2016, which is the implementation date of false statements.
The Disclosure Day refers to the day when a false statement is first publicly disclosed in newspapers, radio, television and other media distributed or broadcast nationwide. In this case, it was determined by the Guangzhou intermediate people's Court of first instance that the disclosure date was August 8, 2018.
The base date refers to the deadline specified after the disclosure of false statements to limit the investor's compensation to the range of losses caused by false statements and determine the reasonable period for the calculation of losses. In this case, the base date is from the disclosure date to the date when the cumulative trading volume of securities affected by false statements reaches 100% of its tradable part, and the first instance of Guangzhou intermediate people's court is recognized as August 24, 2018; The benchmark price is the average closing price of each trading day from the disclosure date to the benchmark date, which is 16.51 yuan.
2、 Calculation of residual risk exposure amount
(i) Calculation logic
In the case of misrepresentation compensation, the main part of investors' compensation is the loss of investment balance. In this case, the loss of investment balance is recognized as the loss arising from buying Guang Dong Fenghua Advanced Technology (Holding) Co.Ltd(000636) shares from March 29, 2016 to August 8, 2018 and selling or holding the shares from August 8, 2018 to the benchmark date.
At present, there is less than one year left until the expiration of the limitation of action, and it is expected that there will be new investor compensation litigation. The overall calculation logic of the remaining risk exposure amount is as follows:
Residual exposure amount = loss per share difference * estimated number of claim shares, where:
1. Difference loss per share = buying price selling price or benchmark price;
2. Estimated number of claim shares = estimated number of remaining claimable shares × Estimated proportion of claim shares, including:
Estimated remaining claimable shares = number of outstanding shares held by shareholders - number of shares held by adjudicated shareholders
The following will analyze and calculate the factors one by one.
（2） Calculation of loss per share
According to the provisions of the Supreme People's Court on the trial of civil compensation cases caused by false statements in the securities market (hereinafter referred to as the "provisions"):
"Article 31 Where an investor sells securities on or before the base date, the loss of investment balance shall be calculated by multiplying the difference between the average price of purchased securities and the average price of actually sold securities by the number of securities held by the investor. Article 32 Where an investor sells or still holds securities after the base date, the loss of investment balance shall be disclosed by the average price of purchased securities and false statements The difference between the average closing price of each trading day from the date of disclosure or correction to the benchmark date shall be calculated by multiplying the number of securities held by the investor. "
Therefore, in this case, the loss per share difference is specifically calculated as follows:
Loss of difference per share = buying price selling price or benchmark price
1. Selling price
Since the actual selling price of all damaged shares cannot be obtained, the benchmark price is used as the approximate selling price from the disclosure date to the benchmark date. Since there are few trading days between the disclosure date and the benchmark date and the price fluctuation is small, it is reasonable to use the benchmark price as the selling price.
2. Purchase price
According to several provisions, civil compensation cases caused by false statements in the securities market refer to civil compensation cases brought by investors in the securities market to the people's Court on the ground that the information disclosure obligor violates the legal provisions, makes false statements and causes losses. Therefore, the shares purchased and profitable between the implementation date and the disclosure date shall not be compensated.
From the implementation date to the disclosure date, the company's share price basically showed a steady upward trend. According to the following stock price trend chart, the stock price has exceeded RMB 16.51 since July 2, 2018 and continued to decline after reaching a new high on July 17. Therefore, among the shares registered on August 8, 2018, only the shares purchased from trading from July 2, 2018 to August 8, 2018 will suffer losses due to information disclosure on the disclosure date. In the calculation process, it is assumed that the shares registered on the disclosure date of August 8, 2018 are purchased through trading from July 2, 2018 to August 8, 2018 to calculate the upper limit amount of damage.
From March 29, 2016 to August 8, 2018, Guang Dong Fenghua Advanced Technology (Holding) Co.Ltd(000636) share price is constantly changing, and claims can be filed only when the interests of investors are damaged. Taking the benchmark price of misrepresentation of RMB 16.51 as the selling price for the calculation of loss amount, the formula can be obtained:
Buying price ＞ selling price or benchmark price (RMB 16.51)
According to statistics, the average closing price on the trading day when the closing price is higher than 16.51 yuan is about 19.51 yuan. The average loss per share is calculated as follows:
Average purchase price benchmark price = 19.51-16.51 = 3.00 yuan
（3） Analysis of estimated number of claim shares
According to the analysis of the adjudicated cases in this case, the number of shares held by the top 100 shareholders and non top 100 shareholders (after 100 shareholders) presents different statistical characteristics in terms of the proportion of claim shares. In order to make the calculation more reasonable, this reply calculates the estimated number of claim shares of the top 100 shareholders and the estimated number of claim shares of non top 100 shareholders respectively.
1. Analysis on the number of shares awarded to shareholders
As of the date of issuance of this reply, according to statistics, the total amount of compensation and case acceptance fee for 327 cases in which the Guangzhou intermediate people's court has made first instance decisions is 240.27 million yuan, corresponding to the number of shares held by investors of 69.640603 million shares (hereinafter referred to as "compensated shares").
According to the register of shareholders on August 10, 2018 (the date closest to the disclosure date available to the issuer) downloaded by China securities registration, among the top 100 shareholders at that time, there are Quan Bishu, Hu Yushui, Ren Zhibiao, he Yubin, he Xiuxiang, Wu Chunguang, Niu Xiaochen, Xia Shiyong, Tu Jiangping and hengze (Shenzhen) Financial Services Co., Ltd., Chen Wensi, Li Guiping, Beijing tianyihe Capital Management Co., Ltd., Liu Liansheng, Zhang shuiqin and Jin Wei, a total of 16 shareholders, have obtained effective judgments in the first instance. The total amount of compensation for the above shareholders is 170.77 million yuan, accounting for 71.11% of the total amount of compensation; the number of compensated shares is 50345906, accounting for 72.29% of the total number of compensated shares.
On August 10, 2018, the issuer's circulating share capital was 87545 million shares, of which the number of shares held by the top 100 circulating shareholders was 4158.4 million. After deducting 1835 million shares held by the actual controller Guangdong Guangsheng Holding Group Co., Ltd. and its persons acting in concert, the number of shares held by the top 100 circulating shareholders was 232.25 million shares, accounting for 21.67% of the compensated shares; The number of shares held by the non-100 largest circulating shareholders was 45961 million, accounting for 4.20%. The specific calculation is as follows:
Unit: shares
Number of outstanding compensated shareholders held by the project, number of shares awarded to shareholders, proportion of compensated shares
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