Citic Securities Company Limited(600030)
about
Tongyu Heavy Industy Co.Ltd(300185)
The gem issues convertible corporate bonds to unspecified objects
Issuance recommendation
Sponsor (lead underwriter)
North block, excellence Times Plaza (phase II), No. 8, Zhongxin Third Road, Futian District, Shenzhen, Guangdong
January 2002
statement
Citic Securities Company Limited(600030) accepts the entrustment of Tongyu Heavy Industy Co.Ltd(300185) to act as the sponsor of Tongyu Heavy Industy Co.Ltd(300185) issuing convertible corporate bonds to unspecified objects and issue the issuance recommendation letter for this issuance.
The recommendation institution and the designated recommendation representative shall, in accordance 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 administrative measures for the registration of securities issuance of companies listed on the gem (for Trial Implementation) (hereinafter referred to as the “administrative measures for registration”), and other relevant laws Regulations and relevant regulations of China Securities Regulatory Commission (hereinafter referred to as “CSRC”) and Shenzhen Stock Exchange (hereinafter referred to as “Shenzhen Stock Exchange”), be honest, trustworthy, diligent and responsible, issue the issuance recommendation letter in strict accordance with the business rules, industry practice norms and ethical standards formulated according to law, and ensure the authenticity, accuracy and integrity of the documents issued.
catalogue
Declare that 1 catalog Section 1 basic information of this securities issuance three
1、 Name of sponsor three
2、 Information about the recommendation representative designated by the recommendation institution to be specifically responsible for recommendation three
3、 Other project team members of this securities offering three
4、 Basic information of the issuer four
5、 The relationship between the sponsor and the issuer eight
6、 Sponsor’s core procedures and core opinions Section 2 commitments of the sponsor Section III verification of the recommendation institution on the paid employment of third-party institutions and individuals Section IV recommendation opinions of the recommendation institution on this securities issuance twelve
1、 Decision making procedures for this securities issuance 12 II. The issuance of convertible corporate bonds to unspecified objects complies with the registration management measures and other laws
The provisions of the regulations thirteen
3、 Issuer’s main risk tips twenty-six
4、 Evaluation of the development prospect of the issuer twenty-six
Section 1 basic information of this securities issuance
1、 Name of sponsor
Citic Securities Company Limited(600030) 。 2、 Information on the recommendation representative designated by the recommendation institution to be specifically responsible for recommendation
Citic Securities Company Limited(600030) designated Wang Yue and Zhao Tao as the sponsor representatives of Tongyu Heavy Industy Co.Ltd(300185) (hereinafter referred to as ” Tongyu Heavy Industy Co.Ltd(300185) ” or “issuer” or “company”) for issuing convertible corporate bonds to unspecified objects. Its main practice is as follows:
Wang Yue: Master’s degree candidate, now senior vice president of Citic Securities Company Limited(600030) investment bank management committee and sponsor representative. He has presided over or participated in Porton Pharma Solutions Ltd(300363) IPO project, Chongqing Department Store Co.Ltd(600729) 2012 non-public offering project, Yasha automobile 2015 non-public offering project, Sunwoda Electronic Co.Ltd(300207) 2017 non-public offering project, Changsha Dialine New Material Sci.&Tech.Co.Ltd(300700) 2018 convertible bond project, China National Complete Plant Import And Export Co.Ltd(000151) 2019 non-public offering project, Citic Offshore Helicopter Co.Ltd(000099) 2020 non-public offering project, Tongyu Heavy Industy Co.Ltd(300185) 2020 stock offering project to specific objects, Chongqing Gangjiu Co.Ltd(600279) Financial consultants or asset restructuring projects such as Zhuhai Port Co.Ltd(000507) , Shenzhen Worldunion Group Incorporated(002285) , Guangzhou Baiyun International Airport Company Limited(600004) .
Zhao Tao: postgraduate, sponsor representative, now senior vice president of Citic Securities Company Limited(600030) investment bank management committee, with non practice certificate of Chinese certified public accountant. The projects he has presided over or participated in include Guangdong Guoli Sci&Tech Co.Ltd(300716) IPO project, Dongguan Huali Industries Co.Ltd(603038) IPO project, Novoray Corporation(688300) IPO project, Shengyi Technology Co.Ltd(600183) convertible corporate bonds project, Dongguan Development (Holdings) Co.Ltd(000828) non-public offering of shares project, Frances IPO project, Boan group IPO project, etc.
(the “special power of attorney of the sponsor representative” is attached) III. The project coordinator and other project team members of this securities issuance (I) the project coordinator
Lv Shu: a master’s student, has participated in the IPO project of Tongyuan group, Xingtong shipping IPO project, Chongqing Construction Engineering Group Co.Ltd(600939) non-public offering project, Citic Offshore Helicopter Co.Ltd(000099) non-public offering project, Zhuhai Port Co.Ltd(000507) acquisition Jiangsu Xiuqiang Glasswork Co.Ltd(300160) project, exemption from tender offer of forest industry group, Guangzhou Baiyun International Airport Company Limited(600004) financial consultant and other projects. （2） Other project team members
Other project team members of this securities issuance are Jiang Xiang, Zhang Jing, Luo Wei, Li Junqing, Liu Zhifeng and Deng Zifeng. 4、 Basic information of the issuer (I) basic information of the issuer
Chinese Name: Tongyu Heavy Industy Co.Ltd(300185)
English Name: Tongyu Heavy Industry Co., Ltd
Registered capital: 3896.783221 million yuan
Legal representative: Ou Huisheng
Date of establishment: May 25, 2002
Registered address: national high tech Industrial Development Zone, Dezhou (Yucheng), Shandong Province
Listing place: Shenzhen Stock Exchange
Stock abbreviation: Tongyu Heavy Industy Co.Ltd(300185)
Stock Code: 300185
Secretary of the board of directors: Huang Yihuan
Tel.: 0534-7520688
Business scope: manufacturing and sales of large forging blanks, electroslag ingots, forgings, pipe molds, CNC machine tools, general machinery and non-standard equipment; Import and export of goods and technology; Design, manufacture and sales of castings, weldments, bridge cranes, gantry cranes, pressure vessels and non-standard complete sets of nuclear power equipment; Professional contracting of steel structure engineering. (for projects subject to approval according to law, business activities can be carried out only after approval by relevant departments). （2） Latest equity structure of the issuer
1. Equity structure
As of September 30, 2021, Tongyu Heavy Industy Co.Ltd(300185) has a total share capital of 3896783221 shares, and the share capital structure is as follows:
Nature of shares quantity (shares) proportion (%)
1、 Shares with limited sales conditions 83106075821.33
2、 Shares without sale conditions 306572246378.67
Nature of shares quantity (shares) proportion (%)
3、 Total shares 3896783221100.00
2. Top ten shareholders of the issuer
As of September 30, 2021, Tongyu Heavy Industy Co.Ltd(300185) top ten shareholders are as follows:
No. name of shareholder nature of shares number of shares (shares) restricted proportion of shares in total share capital (%)
1 Zhuhai Port Co.Ltd(000507) group state-owned legal person 79242759020.34629039293
2 natural person in Si Xingkui 2415128916.20189639668
3 Zhu Jinzhi natural person 1220770753.130
4 Yang Jianfeng natural person 476869001.220
5 Shandong hi tech investment state owned legal person 192089320.490
6. Overseas legal person of Hong Kong Central Clearing Co., Ltd. 166853640.430
7. Yang xinghou natural person 104256780.270
8 natural person in qinjishui 97600000.250
9 ye anxiu natural person 94644000.240
10 Chen Limin domestic natural person 82976000.210
Total 127754643032.78818678961
（3） The financing situation since the listing belongs to the issuer at the end of the most recent period before the IPO
Net assets of shareholders (as of 2010: 121158819800 yuan)
(December 31)
Issuing time net amount raised by issuing category (10000 yuan) initial public offering in February 2011 214831.02 previous fund-raising situations in June 2016 private placement of 136609.54 and issuance of 92987.21 shares to specific objects in March 2021
Total 444427.77
Attributable to the issuer at the end of the most recent period before the issuance
Net assets of shareholders (up to 20216428904800 yuan)
June 30
（4） Cash dividends since listing
Unit: 10000 yuan
Annual cash dividend amount (tax included) the proportion of the net profit attributable to the parent company in the consolidated statement to the net profit attributable to the shareholders of the parent company in the consolidated statement
201110,800.0018,467.9358.48%
Annual cash dividend amount (tax included) the proportion of the net profit attributable to the parent company in the consolidated statement to the net profit attributable to the shareholders of the parent company in the consolidated statement
20129,000.0013,240.5067.97%
20132,700.005,861.9946.06%
20146,300.008,066.5578.10%
201623,963.4616,621.43144.17%
201713,070.9821,351.8061.22%
20186,535.4921,717.69
