China Merchants Securities Co.Ltd(600999) special verification opinions on matters after the 2020 non-public offering of A-Shares by Shenzhen BAOYING Construction Holding Group Co., Ltd
China Securities Regulatory Commission:
The application of Shenzhen Bauing Construction Holding Group Co.Ltd(002047) (hereinafter referred to as the “issuer”, “listed company”, “company” or ” Shenzhen Bauing Construction Holding Group Co.Ltd(002047) “) for non-public offering of shares has passed the examination of the issuance examination committee of your commission (hereinafter referred to as the “issuance examination committee”) on May 10, 2021, and obtained the reply on approving Shenzhen Bauing Construction Holding Group Co.Ltd(002047) non-public offering of shares from the CSRC on May 27, 2021 (zjxk [2021] No. 1768). On September 9, 2021 and November 5, 2021, the issuer, together with the intermediary, submitted the commitment letters on the issuer’s 2021 semi annual report, the third quarter report and relevant post meeting matters during the period to the Commission.
China Merchants Securities Co.Ltd(600999) (hereinafter referred to as “the company” or ” China Merchants Securities Co.Ltd(600999) “) as the sponsor and lead underwriter of Shenzhen Bauing Construction Holding Group Co.Ltd(002047) this non-public offering, according to the notice on strengthening the supervision of post meeting matters of companies that intend to issue securities through the development and Examination Commission (Zheng Jian FA FA Zi [2002] No. 15) and the memorandum of Stock Issuance Examination Standards No. 5 issued by your commission (New Revision) – the requirements of relevant documents such as the operating procedures for the supervision and sealing of post meeting matters of companies that have passed the securities to be issued by the issuance and Examination Commission, and the notice on relevant requirements for post meeting matters of refinancing companies (FA Jian Han [2008] No. 257) require the date on which the issuer submitted the post meeting matters last time
During the period from (November 5, 2021) to the issuance date of the special verification opinions (hereinafter referred to as the “post meeting period”), the matters related to the issuance have been checked one by one and the opinions are as follows:
1、 The issuer’s response to overdue bills
As of September 30, 2021, the book value of the issuer’s receivables was RMB 9939.5093 million, including the book value of notes receivable of RMB 1357.09 million.
The issuer and Evergrande Real Estate Group Co., Ltd. and its member enterprises (hereinafter referred to as “Evergrande real estate”) ）Evergrande real estate purchased decoration services from the issuer for business transactions. Recently, due to the difficulty of capital turnover of Evergrande real estate, the commercial acceptance bill was overdue. The issuer has been in contact with Evergrande real estate to negotiate and solve the problem of notes receivable. As of September 30, 2021, the due and unpaid book value of commercial acceptance bills held by the issuer totaled 495.4291 million yuan, of which the due and unpaid book value of commercial acceptance bills issued by Evergrande real estate to the issuer totaled 475.8931 million yuan, and the due and unpaid book value of commercial acceptance bills issued by other customers totaled 19.536 million yuan.
As of September 30, 2021, the issuer and Evergrande real estate still had the book value of receivables of 4070.9812 million yuan, including the book value of commercial acceptance bills receivable of 1279.6126 million yuan.
In order to further improve the issuer’s asset liability structure and effectively revitalize assets, The issuer and Zhuhai Hangcheng land Co., Ltd. (hereinafter referred to as “Hangcheng land”) signed Shenzhen Bauing Construction Holding Group Co.Ltd(002047) and the creditor’s right transfer agreement of Zhuhai Hangcheng land Co., Ltd , it is proposed to transfer the creditor’s rights of commercial acceptance bills issued by Evergrande real estate held by the issuer and its subordinate enterprises to Hangcheng real estate, with an amount of 450 million yuan and a transfer price of 45 million yuan. For details, please refer to the announcement on debt transfer and related party transactions (Announcement No.: 2021-108) and relevant announcements disclosed by the Issuer on December 14, 2021.
The issuer has reclassified the notes receivable due but not cashed to accounts receivable, and has accrued bad debt reserves accordingly in accordance with the bad debt accrual policy of accounts receivable. As there is still significant uncertainty about the settlement of receivables between the issuer and Evergrande real estate, the issuer is unable to judge the specific impact of this event on the company’s profits or future profits for the time being.
The issuer will pay close attention to the overdue collection of the above notes receivable and the operation of the overdue customers, and make corresponding accounting treatment and information disclosure in time according to the changes of the matter.
2、 The transfer of Shenzhen International Equity and cancellation of Yuanshang financial commitments have been fulfilled
(i) Change commitment performance period
The company issued a commitment on April 14, 2021 that the company will transfer 9.50% equity of Shenzhen Shenzhen Shenzhen International Financial Leasing Co., Ltd. (hereinafter referred to as “Shenzhen International”) and promote the completion of the cancellation of Yuanshang Internet financial services (Shenzhen) Co., Ltd. (hereinafter referred to as “Yuanshang Finance”) before October 13, 2021.
However, due to the uncertainty of the administrative review and approval of Shenzhen International Equity Transfer and the completion time of Yuanshang financial asset liquidation, the company plans to extend the performance period of Shenzhen International Equity disposal commitment and Yuanshang financial cancellation commitment to December 31, 2021 at the same time, and promises to complete the equity transfer and liquidation of Shenzhen International before the expiration of the period
Yuanshang financial cancellation procedures. Shenzhen Bauing Construction Holding Group Co.Ltd(002047) the 17th meeting of the seventh board of directors of the company was held on September 27, 2021, and the proposal on extending the period of performance of the company’s commitments was considered and adopted. The independent directors and the board of supervisors have expressed their opinions on the proposal, and the second interim general meeting of shareholders in 2021 was held on October 13, 2021 to consider and adopt the proposal.
For details, see Shenzhen Bauing Construction Holding Group Co.Ltd(002047) announcement on extending the company’s commitment performance period (Announcement No.: 2021-081) and relevant announcements disclosed by the Issuer on September 28, 2021.
（2） The foregoing commitments have been fulfilled
1. Shenzhen International Equity Transfer
After the company publicly listed and transferred 9.50% equity of Shenzhen International held by the company in Guangdong united property rights trading center (hereinafter referred to as “property rights trading center”) on August 27, 2021, there was one interested party ( Shenzhen Expressway Company Limited(600548) ) during the listing announcement ）The intention registration formalities have been handled in the property right trading center and relevant materials have been submitted. The property right trading center and the company have confirmed that the above intention party is qualified for concession; At the end of September 2021, the company has signed the property right transaction contract with Shenzhen Expressway Company Limited(600548) and Shenzhen International, and completed the industrial and commercial change registration of 9.50% equity transfer of Shenzhen International on November 26, 2021.
2. Cancellation of Yuanshang Finance
On October 28, 2021, Yuanshang finance has received the enterprise cancellation notice issued by Shenzhen market supervision and Administration Bureau, and the cancellation of Yuanshang finance has been completed.
The above commitments are postponed to be completed before December 31, 2021, which is based on the actual performance of the commitments, which has been deliberated and approved by the board of directors and the general meeting of shareholders of the issuer, and the independent directors and the board of supervisors have expressed their opinions. As of the issuance date of this special verification opinion, all the above commitments have been completed. The extension of commitments will not have a material impact on the company’s production and operation, and will not lead to the company’s non-public offering conditions.
3、 The company’s shares held by shareholders holding more than 5% of the company’s shares have been frozen by the judicial waiting list
According to the notice of Shenzhen Baoxian Investment Co., Ltd. (hereinafter referred to as “Baoxian investment”), the shareholder holding more than 5% of the issuer’s shares, the 40000000 shares of the issuer held by it were frozen by the intermediate people’s Court of Shenzhen, Guangdong Province. This part of the shares waiting to be frozen accounted for 34.61% of the issuer’s shares held by Baoxian investment and 2.98% of the issuer’s total share capital.
According to the situation statement issued by Baoxian investment, up to now, Baoxian investment has not received the legal documents related to the matters waiting for freezing issued by Shenzhen intermediate people’s Court of Guangdong Province, and the reason why the above shares are waiting for freezing is not clear. Baoxian investment will pay close attention to the reasons for the freezing of the above waiting shares, actively follow up and inform the issuer of the progress in time. For the frozen shares of the issuer up to now, Baoxian investment is actively communicating and negotiating with all parties in order to properly handle the matter as soon as possible.
Baoxian investment is not the controlling shareholder and actual controller of the issuer. The waiting for freezing of some shares of the company held by Baoxian investment will not affect the control right of the issuer, nor will it adversely affect the corporate governance, production and operation, and will not cause the issuer to fail to meet the substantive conditions of non-public offering.
4、 Impact of the above matters on the company’s non-public offering
As of the issuance date of this special verification opinion, The issuer complies with the company law of the people’s Republic of China (hereinafter referred to as the “company law”), the securities law of the people’s Republic of China (hereinafter referred to as the “Securities Law”), the measures for the administration of securities issuance by listed companies and the detailed rules for the implementation of non-public offering of shares by listed companies And other laws and regulations. The company’s change of commitment performance period and completion before the new period, and the waiting freezing of the issuer’s shares held by Baoxian investment will not have a significant adverse impact on the non-public offering, and will not cause the company to fail to meet the conditions for non-public offering.
5、 Verification opinions on matters after the non-public offering of shares
As of the date of issuance of this special verification opinion, the issuer’s non-public offering still meets the conditions for non-public offering of shares by listed companies stipulated in the company law, the securities law, the measures for the administration of securities issuance by listed companies, the detailed rules for the implementation of non-public offering of shares by listed companies and other laws and regulations, China Merchants Securities Co.Ltd(600999) as the sponsor of this offering, The issuer has checked the matters that may affect the issuance and have a significant impact on the investment decisions made by investors during the post meeting period. The details are as follows:
(i) Issuer 2017 The 2018 financial report was audited by Ruihua Certified Public Accountants (special general partnership), and the 2019 and 2020 financial reports were audited by Dahua Certified Public Accountants (special general partnership), and the aforementioned audit institutions issued “Ruihua Shen Zi [2018] No. 48500004”, “Ruihua Shen Zi [2019] No. 48500005” and “Dahua Shen Zi [2020] No. 008331” respectively An unqualified audit report of “dahuashen Zi [2021] No. 0010048” standard.
（2） There are no circumstances affecting the issuance of new shares in the special verification opinions issued by China Merchants Securities Co.Ltd(600999) and the legal opinions issued by the issuer’s lawyers.
（3） The administrative penalties of more than 5000 yuan received by the issuer during the post meeting period are as follows:
On November 9, 2021, Pingshan County Human Resources and Social Security Bureau issued the decision on administrative punishment of labor security supervision (psljz [2021] No. z034) to BAOYING construction because Shenzhen BAOYING Construction Group Co., Ltd. (hereinafter referred to as “BAOYING construction”), a wholly-owned subsidiary of the issuer, violated the relevant provisions of the regulations on labor security supervision , Baoying construction was fined 19000 yuan. According to the instructions issued by Pingshan human resources and Social Security Bureau, Baoying construction actively cooperated with the rectification, actively paid relevant fines, made every effort to do a good job in the stability control of migrant workers, and properly handled relevant problems. This violation is not a major violation.
Except for the above circumstances, during the post meeting period, the issuer has no other administrative punishment with an amount of more than 5000 yuan.
（4） As of September 30, 2021, the issuer and Evergrande real estate still have the book value of receivables of 4070.9812 million yuan, including the book value of commercial acceptance bills receivable of 1279.6126 million yuan; the total book value of commercial acceptance bills held by the issuer that have not been cashed at maturity is 495.4291 million yuan, including the due outstanding payment of commercial acceptance bills issued by Evergrande real estate to the issuer The total face value is 475.8931 million yuan, and the total book value of commercial acceptance bills issued by other customers that are not cashed at maturity is 19.536 million yuan.
In order to further improve the issuer’s asset liability structure and effectively revitalize its assets, the issuer and Hangcheng land signed the Shenzhen Bauing Construction Holding Group Co.Ltd(002047) creditor’s rights transfer agreement of Zhuhai Hangcheng land Co., Ltd. to transfer the creditor’s rights of commercial acceptance bills issued by Evergrande real estate held by the issuer and its subordinate enterprises to Hangcheng land, with an amount of RMB 450 million, The transfer price is 45 million yuan. For details, please refer to the announcement on debt transfer and related party transactions (Announcement No.: 2021-108) and relevant announcements disclosed by the Issuer on December 14, 2021.
Overdue notes receivable may adversely affect the issuer’s future profitability, but it does not constitute a material obstacle to this non-public offering.
（5） During the post meeting period, the issuer has no major changes in the company structure such as asset replacement, equity and debt restructuring.
（6） The issuer’s main business has not changed during the events after the meeting.
（7） During the post meeting period, the issuer disclosed on December 11, 2021 that it had recently received a written resignation report submitted by Ms. Peng Ling, an independent director of the company. Ms. Peng Ling applied for resignation as an independent director of the seventh board of directors and a member of the remuneration and assessment committee of the board of directors for personal reasons. After resigning the above positions, Ms. Peng Ling will not be in the company and its holding subsidiaries Hold any position. Before the new independent director elected by the general meeting of shareholders takes office, in order to ensure the normal operation of the board of directors, Ms. Peng Ling will continue to perform the duties of independent directors and members of the remuneration and assessment committee of the board of directors in accordance with relevant laws, administrative regulations, departmental rules, normative documents and Shenzhen Bauing Construction Holding Group Co.Ltd(002047) articles of association. For details, please refer to the announcement on resignation of independent directors (Announcement No.: 2021-105) disclosed by the issuer. The resignation of independent directors will not have a significant impact on the operation and management of the issuer.
（8） During the post meeting period, the issuer did not have any related party transactions that failed to perform the legal procedures, and there were no major related party transactions that were not disclosed in the reported due diligence report.
（9） During the period after the meeting, the recommendation institution, accounting firm and law firm handling the issuer’s business were not subject to administrative punishment by relevant departments due to major violations of laws and regulations, nor were they replaced. (10) the issuer did not make profit forecast
