Huaibei Mining Holdings Co.Ltd(600985)
and
Guoyuan Securities Company Limited(000728)
Reply to feedback on application documents for Huaibei Mining Holdings Co.Ltd(600985) public offering of convertible corporate bonds sponsor (lead underwriter)
March, 2002
China Securities Regulatory Commission:
According to the requirements of your commission’s notice on the first feedback on the examination of administrative licensing projects of China Securities Regulatory Commission (No. 220189) (hereinafter referred to as the “feedback”), Huaibei Mining Holdings Co.Ltd(600985) (hereinafter referred to as the “company”, ” Huaibei Mining Holdings Co.Ltd(600985) ,” issuer “and” applicant “) together with Guoyuan Securities Company Limited(000728) (hereinafter referred to as the” sponsor “) Anhui Tianhe law firm (hereinafter referred to as “lawyer”) and Rongcheng Certified Public Accountants (special general partnership) (hereinafter referred to as “accountant”) have verified and implemented relevant issues.
Unless otherwise specified, the definitions of abbreviations or terms in the response to this feedback are consistent with those in the prospectus. The font of this feedback reply is as follows:
The questions listed in the feedback are in bold
Responses to the questions listed in the feedback
Supplementary disclosure in bold italics
The data listed in this feedback may be slightly different from the results directly calculated by the relevant single data listed due to rounding.
catalogue
Question 1 3 question 2 6 question 3 33 question 4 35 question 5 46 question 6 53 question 7 74 question 8 88 question 9 97 question 10 114 question 11 127 question 12 one hundred and thirty-five
1. The applicant is requested to supplement and disclose whether the shareholders or directors, supervisors and senior executives holding more than 5% of the company participate in the issuance and subscription of convertible bonds; If yes, whether there are plans or arrangements to reduce the shares of listed companies or issued convertible bonds within six months before and after the subscription of convertible bonds. If not, please issue a commitment and disclose it. The recommendation institution and lawyers are invited to give verification opinions.
reply:
1、 Supplementary notes
(I) commitment of shareholders holding more than 5% of the company on the issuance and subscription of convertible bonds
According to the issuance plan deliberated and approved by the company’s first extraordinary general meeting in 2022, the convertible bonds issued this time shall be preferentially placed to the original A-share shareholders of the company, and the specific proportion of the preferential placement to the original A-share shareholders shall be submitted to the general meeting of shareholders to authorize the board of directors (or the person authorized by the board of directors) to determine according to the specific conditions at the time of issuance, and shall be disclosed in the issuance announcement of convertible bonds.
As of the date of issuance of this reply, the shareholders holding more than 5% of the company’s shares are huaikuang group, which directly holds 1 Jiangsu Changshu Automotive Trim Group Co.Ltd(603035) 295 shares of the company, accounting for 64.61% of the total share capital of the company. In addition, Guoyuan Securities Company Limited(000728) huaikuang innovative single asset management plan directly holds 26320000 shares, accounting for 1.06% of the total share capital of the company. It is the person acting in concert of huaikuang group, and the only beneficiary of the asset management plan is huaikuang group. According to the commitment letter issued by huaikuang group, huaikuang group (including Guoyuan Securities Company Limited(000728) huaikuang innovative single asset management plan) will decide whether to participate in the issuance and subscription of convertible bonds according to the market conditions at the time of the issuance of convertible bonds. The specific contents of the commitment are as follows:
“1. If Huaibei Mining Holdings Co.Ltd(600985) (hereinafter referred to as” Huaibei Mining Holdings Co.Ltd(600985) “) starts the issuance of convertible corporate bonds, the company (including Guoyuan Securities Company Limited(000728) huaikuang innovative single asset management plan, the same below) will, in accordance with the relevant provisions of the securities law, the measures for the administration of convertible corporate bonds and so on, Decide whether to participate in the issuance and subscription of Huaibei Mining Holdings Co.Ltd(600985) this public offering of convertible corporate bonds according to the market conditions at the time of this convertible bond issuance, and strictly perform the corresponding information disclosure obligations.
2. As of the date of issuance of this letter of commitment and the six months before, the company has no reduction of Huaibei Mining Holdings Co.Ltd(600985) shares, and there is no plan to reduce Huaibei Mining Holdings Co.Ltd(600985) shares. If the interval between the first issuance of convertible bonds of the company and the latest issuance of convertible bonds of the company is less than six months.
3. As the controlling shareholder of Huaibei Mining Holdings Co.Ltd(600985) , the company will strictly abide by the provisions of the securities law, the measures for the administration of convertible corporate bonds and other laws and regulations on the trading of stocks and convertible corporate bonds. If the company subscribes for the convertible corporate bonds issued by Huaibei Mining Holdings Co.Ltd(600985) this time, The company will not directly or indirectly reduce Huaibei Mining Holdings Co.Ltd(600985) shares or issued convertible corporate bonds within six months after the subscription of convertible corporate bonds.
4. The company voluntarily makes the above commitments and voluntarily accepts the constraints of this commitment. If the company violates the above commitments and directly or indirectly reduces its holdings of Huaibei Mining Holdings Co.Ltd(600985) shares or issued convertible corporate bonds, all the income of the company shall belong to Huaibei Mining Holdings Co.Ltd(600985) and bear the legal liabilities arising therefrom according to law. If losses are caused to Huaibei Mining Holdings Co.Ltd(600985) and other investors, the company will be liable for compensation according to law. “
(II) the directors, supervisors and senior managers of the company promise not to participate in the issuance and subscription of convertible bonds
The current directors, supervisors and senior managers of the company have signed the letter of commitment of Huaibei Mining Holdings Co.Ltd(600985) directors, supervisors and senior managers not to participate in the subscription of convertible corporate bonds issued by the company, promising not to participate in the subscription of convertible bonds issued by the company. The specific contents of the commitment are as follows:
“1. I, my spouse, parents and children will not participate in the issuance and subscription of Huaibei Mining Holdings Co.Ltd(600985) this public offering of convertible corporate bonds, and will not entrust other subjects to participate in the subscription of this issue of convertible bonds.
2. I and my spouse, parents and children will strictly abide by the relevant provisions of the securities law and the measures for the administration of convertible corporate bonds. If I and my spouse, parents and children violate the above commitments and subscribe in violation of regulations, they will bear the legal liabilities arising therefrom in accordance with the law. “
2、 Supplementary information disclosure
The company has made supplementary disclosure in “(XII) shareholders or directors, supervisors and senior managers holding more than 5% of the company’s shares on the subscription and related commitments of this convertible bond issuance” of “II. Overview of this issuance” in “section II. Overview of this issuance” of the prospectus, as follows:
（12） Shareholders holding more than 5% of the company’s shares or directors, supervisors and senior managers’ commitments on the issuance and subscription of convertible bonds and related commitments
1. Commitment of shareholders holding more than 5% of shares of listed companies
The commitment on subscription of convertible bonds issued by huaikuang group is as follows:
“1. If Huaibei Mining Holdings Co.Ltd(600985) (hereinafter referred to as” Huaibei Mining Holdings Co.Ltd(600985) “) starts the issuance of convertible corporate bonds, the company (including Guoyuan Securities Company Limited(000728) huaikuang innovative single asset management plan, the same below) will, in accordance with the relevant provisions of the securities law, the measures for the administration of convertible corporate bonds and so on, Decide whether to participate in the issuance and subscription of Huaibei Mining Holdings Co.Ltd(600985) this public offering of convertible corporate bonds according to the market conditions at the time of this convertible bond issuance, and strictly perform the corresponding information disclosure obligations.
2. As of the date of issuance of this letter of commitment and the six months before, the company has no reduction of Huaibei Mining Holdings Co.Ltd(600985) shares, and there is no plan to reduce Huaibei Mining Holdings Co.Ltd(600985) shares. If the interval between the first issuance of convertible bonds of the company and the latest issuance of convertible bonds of the company is less than six months.
3. As the controlling shareholder of Huaibei Mining Holdings Co.Ltd(600985) , the company will strictly abide by the provisions of the securities law, the measures for the administration of convertible corporate bonds and other laws and regulations on the trading of stocks and convertible corporate bonds. If the company subscribes for the convertible corporate bonds issued by Huaibei Mining Holdings Co.Ltd(600985) this time, The company will not directly or indirectly reduce Huaibei Mining Holdings Co.Ltd(600985) shares or issued convertible corporate bonds within six months after the subscription of convertible corporate bonds.
4. The company voluntarily makes the above commitments and voluntarily accepts the constraints of this commitment. If the company violates the above commitments and directly or indirectly reduces its holdings of Huaibei Mining Holdings Co.Ltd(600985) shares or issued convertible corporate bonds, all the income of the company shall belong to Huaibei Mining Holdings Co.Ltd(600985) and bear the legal liabilities arising therefrom according to law. If losses are caused to Huaibei Mining Holdings Co.Ltd(600985) and other investors, the company will be liable for compensation according to law. “
2. Commitments of directors, supervisors and senior executives of the company
The commitments on the subscription of convertible bonds issued by the directors, supervisors and senior managers of the company are as follows:
“1. I, my spouse, parents and children will not participate in the issuance and subscription of Huaibei Mining Holdings Co.Ltd(600985) this public offering of convertible corporate bonds, and will not entrust other subjects to participate in the subscription of this issue of convertible bonds.
2. I and my spouse, parents and children will strictly abide by the relevant provisions of the securities law and the measures for the administration of convertible corporate bonds. If I and my spouse, parents and children violate the above commitments and subscribe in violation of regulations, they will bear the legal liabilities arising therefrom in accordance with the law. “
3、 Verification opinions of intermediary institutions
(I) verification procedure
1. Refer to the Huaibei Mining Holdings Co.Ltd(600985) deadline issued by China Securities Depository and Clearing Co., Ltd. Shanghai Branch
The register of shareholders on September 30, 2021;
2. Obtain the appointment documents of current directors, supervisors and senior managers;
3. Refer to the securities law, the measures for the administration of convertible corporate bonds and other relevant provisions;
4. Search and check whether there are relevant announcements of the reduction plan of more than 5% shareholders or directors, supervisors and senior managers of the issuer in the near future;
5. Obtain relevant commitments on whether to participate in the subscription of convertible corporate bonds issued by shareholders holding more than 5% of the issuer and directors, supervisors and senior managers.
(II) verification opinions
After verification, the sponsor and the lawyer of the issuer believe that the shareholders holding more than 5% of the issuer’s shares, directors, supervisors and senior managers have issued a written commitment on whether to participate in the subscription of convertible bonds, and the content of the commitment is in line with the provisions of the Securities Law, the measures for the administration of convertible corporate bonds and other relevant laws and regulations, Relevant commitments have been fully disclosed in the prospectus.
2. The issuer is requested to agree on the entrusted management of convertible bonds in the prospectus in accordance with the measures for the administration of convertible corporate bonds. The recommendation institution and lawyers are requested to check and express their opinions on whether the issuer’s issuance complies with the relevant provisions and disclosure requirements of the measures for the administration of convertible corporate bonds.
reply:
1、 Supplementary information
(I) the issuer has agreed on the entrusted management of convertible bonds in the prospectus in accordance with the measures for the administration of convertible corporate bonds, and supplemented relevant contents in the prospectus
The company has signed the trustee agreement for Huaibei Mining Holdings Co.Ltd(600985) public issuance of convertible corporate bonds (hereinafter referred to as the “trustee agreement”) with Guoyuan Securities Company Limited(000728) (hereinafter referred to as the “trustee” or ” Guoyuan Securities Company Limited(000728) “) in accordance with the provisions of the measures for the Administration of convertible corporate bonds and the measures for the administration of corporate bond issuance and transaction, Guoyuan Securities Company Limited(000728) will act as the trustee of this convertible bond.
The company has supplemented and disclosed the main contents of the trustee agreement in “Annex IV” of “(II) main contents of the bond trustee agreement” in “v. matters related to bond trustee management” in “section II overview of this offering” of the prospectus.
(II) explanation on whether the issuance and public offering documents comply with the provisions of the measures for the administration of convertible corporate bonds
After consulting the provisions of the measures for the administration of convertible corporate bonds and checking the relevant conditions of this issuance, the company’s issuance of convertible bonds complies with the relevant provisions of the measures for the administration of convertible corporate bonds. The specific conditions are as follows:
This issue
S / N: whether the measures for the administration of convertible corporate bonds comply with the verification
regulations
Article 1 for the purpose of regulating convertible corporate bonds (hereinafter referred to as
1) the transaction of convertible bonds protects the legitimate rights and interests of investors, which is not applicable-
Maintain market order and social public interests in accordance with the Securities Law
These measures are formulated in accordance with the company law and other laws and regulations.
Article 2 convertible bonds shall be approved by the stock exchange or the State Council
The trading, transfer, information disclosure, share conversion and redemption of other national securities trading places (hereinafter referred to as the seed trading places for the securities to be issued by the issuer this time) are related activities that can be converted into the company’s A-share shares, such as 2-back and resale, which are applicable to these measures. Corporate bonds are convertible. The term “convertible bonds” as mentioned in these Measures refers to the corporate bonds issued by the company according to law, which can be converted into the company’s shares according to the agreed conditions within a fixed period of one exchange of corporate bonds and future conversion, and the company’s shares will be listed in Shanghai Securities Exchange. It belongs to the company’s bonds with listed rights as stipulated in the securities law.
Equity securities.
Article 3 convertible bonds issued to unspecified objects shall be issued in accordance with
Listed on the stock exchange established by law or traded on other national stock exchanges approved by the issuer of the State Council for public development this time. OK, the type of securities is convertible into 3. The securities trading place shall improve the trading of the convertible company of the company’s A-share shares according to the risks and characteristics of convertible bonds
