Application documents for Shenzhen Kedali Industry Co.Ltd(002850) public issuance of convertible bonds
Response to feedback
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:
The notice of the CSRC on the first feedback on the examination of administrative licensing projects (No. 220218) (hereinafter referred to as the “feedback”) issued by your commission on February 22, 2022 has been received. According to the requirements of your feedback, Shenzhen Kedali Industry Co.Ltd(002850) (hereinafter referred to as ” Shenzhen Kedali Industry Co.Ltd(002850) “, “company”, “listed company”, “applicant” or “issuer”) together with the recommendation institution China International Capital Corporation Limited(601995) (hereinafter referred to as ” China International Capital Corporation Limited(601995) ” or “recommendation institution”), the issuer’s accountant Rongcheng Certified Public Accountants (special general partnership) (hereinafter referred to as “accountant”) The issuer’s lawyer, Guangdong Xinda law firm (hereinafter referred to as “the issuer’s lawyer”) and other intermediaries discussed the issues raised in the feedback, verified relevant matters and expressed opinions.
The specific conditions are described as follows. Please review them.
Unless otherwise specified in this feedback response document, the relevant terms and abbreviations have the same meanings as those in the prospectus for the public offering of convertible corporate bonds (draft application).
The font in this feedback reply represents the following meanings:
Bold: questions listed in the feedback
Song typeface: reply to the questions listed in the feedback
Italics (BOLD): amendments to the prospectus
Question 1
According to the application documents, this public offering of convertible bonds will be placed to the original shareholders in priority. The applicant is requested to supplement whether the shareholders, directors, supervisors and senior executives holding more than 5% of the shares of the listed 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. The recommendation institution and lawyers are invited to give verification opinions.
reply:
1、 Whether the shareholders, directors, supervisors and senior executives of the listed company holding more than 5% of the shares participate in the issuance and subscription of convertible bonds
The issuing objects of this issuance are natural persons, legal persons, securities investment funds and other investors who hold the securities account of Shenzhen Branch of China Securities Depository and Clearing Co., Ltd. (except those prohibited by national laws and regulations). The convertible bonds issued this time are subject to priority placement to the original shareholders of the company, and the original shareholders of the company have the right to waive the placement right. Therefore, shareholders who meet the above conditions and hold more than 5% of the shares of the issuer and the directors, supervisors and senior managers of the issuer can subscribe for the convertible bonds issued this time.
As of the date of issuance of this reply, there are 2 shareholders holding more than 5% of the shares of the issuer, Li Jianjian and Li Jianju, and their concerted action is Daye Shengde; The current directors of the issuer are Li Jianju, Li Jianju, Shi Huifeng, Hu Dianjun, Xu Kaibing, Chen Weiyue and Xu Gang. The current supervisors are Chen Xiaobo, Li Liaoyuan and Li Wuzhang. The senior managers are general manager Li Jianju, deputy general manager and chief financial officer Shi Huifeng, deputy general manager and Secretary of the board of directors Luo Lijiao and deputy general manager Kong Tianshu.
Except that the independent directors do not participate in the subscription of the convertible bonds issued this time, the actual controllers of the issuer, Li Jianzhu, Li Jianju and their concerted action, NPC Ye Shengde, and the non independent directors, supervisors and senior managers of the issuer have issued statements and commitments. In the case of avoiding short-term transactions, they will decide whether to participate in the subscription of the convertible bonds issued this time according to the market conditions at that time, For details, see “III. commitments issued by shareholders holding more than 5% of the shares of the issuer and directors, supervisors and senior managers of the issuer” in the reply to this question
2、 Reduction of shares of listed companies or issued convertible bonds by shareholders holding more than 5% of shares or directors, supervisors and senior executives of listed companies
As of six months before the issuance date of this reply, the shareholders holding more than 5% of the shares of the issuer, Li Jianli and its concerted action, NPC yeshengde, have reduced their shares of the issuer. According to the announcement on the expiration of the implementation period of the shareholding reduction plan of the controlling shareholders and those acting in concert disclosed by the Issuer on November 24, 2021, during the period from May 24, 2021 to November 23, 2021, Lijian reduced its cumulative holdings of 1594233 shares, accounting for 0.68% of the total share capital of the issuer; Daye Shengde has reduced 2049900 shares in total, accounting for 0.88% of the total share capital of the issuer. As of November 23, 2021, the implementation period of the above reduction plan has expired.
In addition to the above, as of the date of issuance of this reply, shareholders holding more than 5% of the shares of the issuer and directors, supervisors and senior managers of the issuer do not have an ongoing reduction plan.
3、 Commitments issued by shareholders holding more than 5% of the shares of the issuer and directors, supervisors and senior managers of the issuer
The issuer has supplemented the following disclosure in the “IX. subscription intention and commitment of shareholders, directors, supervisors and senior managers of the company holding more than 5% of the shares on this offering” of the “tips on major issues” in the prospectus: shareholders, directors (except independent directors), supervisors and senior managers holding more than 5% of the shares of the issuer have issued statements and commitments as follows:
“1. If Shenzhen Kedali Industry Co.Ltd(002850) starts the issuance of convertible bonds, I will act in accordance with the securities law and the measures for the administration of convertible corporate bonds And other relevant regulations, and decide whether to participate in the subscription of this convertible bond according to the market conditions at that time, and strictly perform the corresponding information disclosure obligations. If the interval between the date of Shenzhen Kedali Industry Co.Ltd(002850) starting the issuance of convertible bonds and the date of the last reduction of Shenzhen Kedali Industry Co.Ltd(002850) shares by myself, my spouse, parents and children is less than six months (inclusive), I, my spouse, parents and children will not participate in the subscription of convertible bonds issued this time.
2. I promise that I and my spouse, parents and children will strictly abide by the provisions on securities trading such as the securities law and the measures for the administration of convertible corporate bonds, and will not reduce the shares or convertible bonds of Shenzhen Kedali Industry Co.Ltd(002850) within six months after the subscription of convertible bonds.
3. If I or my spouse, parents and children violate the above commitments, all the income from the reduction of Shenzhen Kedali Industry Co.Ltd(002850) shares or convertible bonds of me, my spouse, parents and children shall be owned by Shenzhen Kedali Industry Co.Ltd(002850) and recovered by Shenzhen Kedali Industry Co.Ltd(002850) board of directors, and I will bear the legal responsibilities arising therefrom in accordance with the law. “
If Shenzhen Kedali Industry Co.Ltd(002850) starts the issuance of convertible bonds, the company will decide whether to participate in the subscription of convertible bonds and strictly perform the corresponding information disclosure obligations in accordance with the relevant provisions of the securities law, the measures for the administration of convertible corporate bonds and other relevant provisions.
If the interval between the date of Shenzhen Kedali Industry Co.Ltd(002850) starting the issuance of convertible bonds and the date of the company’s last reduction of Shenzhen Kedali Industry Co.Ltd(002850) shares is less than six months (inclusive), the company will not participate in the subscription of convertible bonds issued this time.
2. The company will strictly abide by the securities law, the measures for the administration of convertible corporate bonds and other provisions on securities trading, and will not reduce the shares or convertible bonds of Shenzhen Kedali Industry Co.Ltd(002850) within six months after the subscription of convertible bonds.
3. In case of violation of the above commitments, all the proceeds from the reduction of Shenzhen Kedali Industry Co.Ltd(002850) shares or convertible bonds of the company shall be owned by Shenzhen Kedali Industry Co.Ltd(002850) and recovered by Shenzhen Kedali Industry Co.Ltd(002850) board of directors, and the company will bear the legal liabilities arising therefrom according to law. ” Xu Kaibing, Chen Weiyue and Xu Gang, the independent directors of the issuer, have issued statements and commitments as follows:
“I promise not to participate in the subscription of Shenzhen Kedali Industry Co.Ltd(002850) this issue of convertible bonds. If I violate the above commitments, I will bear the legal liabilities arising therefrom according to law.”
4、 Verification procedures and opinions
(I) verification procedure
The sponsor and the issuer’s lawyers have performed the following verification procedures:
1. Check the issuance plan to understand the scope of subscription and issuance objects;
2. Check the information of the top 20 shareholders in the detailed data sheet of the top n consolidated general accounts and margin trading credit accounts of the issuer, and confirm the situation of shareholders holding more than 5% of the shares of the issuer;
3. Check the meeting documents of the board of directors, the board of supervisors and the general meeting of shareholders of the issuer and the announcement documents disclosed on Shenzhen Stock Exchange and cninfo.com within six months before the date of issuance of this reply, and check whether the issuer has issued convertible bonds and the reduction of holdings of relevant entities;
4. Check the statements and commitment letters issued by the shareholders holding more than 5% of the shares of the issuer and the directors, supervisors and senior managers of the Issuer on the subscription of this issuance.
(II) verification opinions
After verification, the sponsor and the issuer’s lawyer believe that:
In addition to the independent directors, the shareholders holding more than 5% of the shares of the issuer and their concerted action, ye Shengde, and the non independent directors, supervisors and senior managers of the issuer participate in the subscription of the convertible bonds as appropriate, and make statements and commitments on avoiding short-term transactions; The independent directors of the issuer Xu Kaibing, Chen Weiyue and Xu Gang have promised not to participate in the subscription of this convertible bond.
Question 2
The applicant is requested to supplement whether the administrative punishment imposed on the listed company and its subsidiaries within the scope of consolidated statements in the last 36 months constitutes a major illegal act and complies with the provisions of Article 9 of the measures for the administration of securities issuance by listed companies. The recommendation institution and lawyers are invited to give verification opinions.
reply:
1、 Administrative penalties imposed by listed companies and their subsidiaries within the scope of consolidated statements in the last 36 months
As of the thirty-six months before the date of issuance of this reply, the issuer and its holding subsidiaries have been subject to administrative penalties of more than 10000 yuan as follows:
(I) environmental protection punishment
1. Shaanxi Shenzhen Kedali Industry Co.Ltd(002850) illegal emission of waste gas
According to the decision on administrative punishment (shgzz [2018] No. 29) issued by the high tech branch of Xi’an Environmental Protection Bureau on September 27, 2018, Shaanxi Shenzhen Kedali Industry Co.Ltd(002850) has the situation that injection molding waste gas, plastic drying waste gas, welding flue gas and crushing dust are directly discharged without collection or effective collection, In violation of Article 45 of the law of the people’s Republic of China on the prevention and control of air pollution, “production and service activities that produce waste gas containing volatile organic compounds shall be carried out in confined spaces or equipment, and pollution prevention and control facilities shall be installed and used in accordance with regulations; if they cannot be sealed, measures shall be taken to reduce waste gas emission” The first paragraph of Article 48 stipulates that “enterprises of iron and steel, building materials, non-ferrous metals, petroleum, chemical industry, pharmacy, mineral exploitation and other enterprises shall strengthen fine management, take measures such as centralized collection and treatment, and strictly control the discharge of dust and gaseous pollutants”, The high tech branch of Xi’an Environmental Protection Bureau imposed a fine of 250000 yuan on Shaanxi Shenzhen Kedali Industry Co.Ltd(002850) in accordance with items 1 and 5 of Article 108 of the law of the people’s Republic of China on the prevention and control of air pollution.
According to the page information of “special action of high tech Zone to strengthen supervision on Fenwei plain” published by Xi’an Ecological Environment Bureau on its website on October 8, 2018, Shaanxi Shenzhen Kedali Industry Co.Ltd(002850) has paid relevant fines.
According to the answer of “question 4” in the answers to some questions about refinancing business (revised in June 2020), “If subsidiaries at all levels within the scope of the issuer’s consolidated statements have no significant impact on the issuer’s main business income and net profit (accounting for no more than 5%), their illegal acts may not be regarded as relevant circumstances of the issuer, except those whose illegal acts cause serious environmental pollution, major casualties or bad social impact.”
In 2020 and January September 2021, the proportion of Shaanxi Shenzhen Kedali Industry Co.Ltd(002850) operating revenue and net profit did not exceed 5% of the relevant indicators of the issuer, which was not an important subsidiary of the company and had no significant impact.
According to the statement on the legal compliance of Shaanxi Shenzhen Kedali Industry Co.Ltd(002850) hardware and Plastic Co., Ltd. issued by the Environmental Protection Bureau of Xi’an high tech Industrial Development Zone on April 24, 2020, it is confirmed that Shaanxi Shenzhen Kedali Industry Co.Ltd(002850) “has been rectified at present”, and it is considered that this illegal act “has not caused serious environmental pollution and adverse social impact”. In addition to this punishment, The Environmental Protection Bureau of Xi’an high tech Industrial Development Zone did not find that Shaanxi Shenzhen Kedali Industry Co.Ltd(002850) “there are environmental violations in the production and operation process within the scope of Xi’an high tech Industrial Development Zone” and “no environmental pollution accidents”.
Shaanxi Shenzhen Kedali Industry Co.Ltd(002850) was not included in the list according to the “yellow card” list of key monitoring enterprises whose major pollutant emissions seriously exceeded the standard in the third quarter of 2018 published on the website of Shaanxi Provincial Department of ecological environment on November 7, 2018; After inquiring the website of Xi’an Ecological Environment Bureau, the website of Shaanxi Provincial Department of ecological environment and Baidu news search engine, Shaanxi Shenzhen Kedali Industry Co.Ltd(002850) this illegal act does not lead to serious environmental pollution, heavy casualties or bad social impact.
In conclusion, Shaanxi Shenzhen Kedali Industry Co.Ltd(002850) this illegal act does not cause serious environmental pollution, heavy casualties or adverse social impact, which does not constitute an obstacle to the issuer’s issuance.
2. Shanghai Shenzhen Kedali Industry Co.Ltd(002850) illegal sewage discharge
According to the administrative punishment decision No. 2320180035 issued by Shanghai Songjiang District Water Affairs Bureau on January 11, 2019, Shanghai Shenzhen Kedali Industry Co.Ltd(002850) failed to discharge sewage in accordance with the requirements of the permit for sewage discharge into the drainage pipe network, In violation of the provisions of paragraph 2 of Article 21 of the regulations on urban drainage and sewage treatment that “drainage households shall discharge sewage in accordance with the requirements of the permit for sewage discharge into the drainage pipe network”, Shanghai Songjiang District Water Affairs Bureau, in accordance with the provisions of paragraph 2 of Article 50 of the regulations on urban drainage and sewage treatment, Shanghai Shenzhen Kedali Industry Co.Ltd(002850) was fined 175000 yuan and its permit for urban sewage discharge into drainage pipe network was revoked.
According to paragraph 2 of Article 50 of the regulations on urban drainage and sewage treatment, “If, in violation of the provisions of these regulations, a drainage household fails to discharge sewage in accordance with the requirements of the permit for sewage discharge into the drainage pipe network, the competent Urban Drainage Department shall order it to stop the illegal act, make corrections within a time limit, and may impose a fine of not more than 50000 yuan; if serious consequences are caused, the permit for sewage discharge into the drainage pipe network shall be revoked, a fine of not less than 50000 yuan but not more than 500000 yuan shall be imposed, and the society may be notified; If losses are caused, it shall be liable for compensation according to law; If a crime is constituted, criminal responsibility shall be investigated according to law “.
2020 and January September 2021, Shanghai
