Hualong Securities Co., Ltd
about
Jolywood (Suzhou) Sunwatt Co.Ltd(300393) 2021 gem issuing A-Shares to specific objects
Recommendation letter for securities issuance
November, 2001
Statement
The sponsor and its representatives Zhu Hongping and Quan Hongtao, 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”) and the law on the administration of securities issuance and registration of companies listed on GEM (for Trial Implementation) (hereinafter referred to as the “administrative measures”) The measures for the administration of securities issuance and listing recommendation business (revised in 2020) (hereinafter referred to as the “measures for the administration of recommendation”) and other relevant laws and administrative regulations, as well as the provisions of the China Securities Regulatory Commission (hereinafter referred to as the “CSRC”) and Shenzhen Stock exchange (hereinafter referred to as the “exchange”), are honest, trustworthy, diligent and responsible, and in strict accordance with the business rules formulated according to law The issuance recommendation letter shall be issued in accordance with the industry practice code and code of ethics, and the authenticity, accuracy and integrity of the issued documents shall be guaranteed.
Section 1 basic information of this securities issuance
1、 Brief introduction of the sponsor and relevant staff of this securities issuance (I) name of the sponsor
Hualong Securities Co., Ltd. (hereinafter referred to as “the sponsor” or “Hualong securities”). (II) the sponsor representative specifically responsible for recommendation this time
1. Name of sponsor representative
Zhu Hongping, Quan Hongtao.
2. Practice of recommendation business of recommendation representative
Zhu Hongping, senior manager of Hualong securities investment banking business, sponsor representative, certified public accountant (non practicing). The projects in charge of or participated in include Beijing Hezong Science&Technology Co.Ltd(300477) ( Beijing Hezong Science&Technology Co.Ltd(300477) ) issuing shares to specific objects, participating in multiple new third board listing, IPO counseling, restructuring projects, etc.
Quan Hongtao, executive director of Hualong securities investment banking business, sponsor representative, master of management. The projects in charge of or participated in include Duzhe Publishing&Media Co.Ltd(603999) ( Duzhe Publishing&Media Co.Ltd(603999) ), Zhejiang Shapuaisi Pharmaceutical Co.Ltd(603168) ( Zhejiang Shapuaisi Pharmaceutical Co.Ltd(603168) ) IPO project, Shanghai Pret Composites Co.Ltd(002324) ( Shanghai Pret Composites Co.Ltd(002324) ), Xinjiang Western Animal Husbandry Co.Ltd(300106) ( Xinjiang Western Animal Husbandry Co.Ltd(300106) ) issuing shares to purchase assets and raise supporting funds, Pengxin International Mining Co.Ltd(600490) ( Pengxin International Mining Co.Ltd(600490) ) share allotment project, Beijing Hezong Science&Technology Co.Ltd(300477) ( Beijing Hezong Science&Technology Co.Ltd(300477) ) issuing shares to specific objects, etc. (III) Project Co sponsors and other project team members of this offering
1. Project Co sponsor
Jiang Xiaoqiang, director of investment banking business of Hualong securities. Acting as project leader, site leader or participating in IPO recommendation projects, including Xiamen Jihong Technology Co.Ltd(002803) ( Xiamen Jihong Technology Co.Ltd(002803) ), Yichang Jiaoyun ( Hubei Three Gorges Tourism Group Co.Ltd(002627) ), Lianxin Yongyi (now renamed China Transinfo Technology Co.Ltd(002373) ) ( China Transinfo Technology Co.Ltd(002373) ), Qiming Information Technology Co.Ltd(002232) ( Qiming Information Technology Co.Ltd(002232) ), etc; The on-site principal or participating refinancing sponsor projects include Beijing Hezong Science&Technology Co.Ltd(300477) ( Beijing Hezong Science&Technology Co.Ltd(300477) ), Tianqi Lithium Corporation(002466) ( Tianqi Lithium Corporation(002466) ), etc.
2. Other members of the project team
Fu Xiaosong.
2、 Basic information of the issuer (I) basic information of the issuer
Company name Jolywood (Suzhou) Sunwatt Co.Ltd(300393)
English Name: jolywood (Suzhou) sunwatt Co., Ltd
Date of establishment: March 7, 2008
Listing date: September 12, 2014
Registered address: Qingnian Road, Changkun Industrial Park, Shajiabang Town, Changshu
Office address: Qingnian Road, Changkun Industrial Park, Shajiabang Town, Changshu
Legal representative: Lin Jianwei
The share capital of the company is 1089627358 yuan
Stock abbreviation Jolywood (Suzhou) Sunwatt Co.Ltd(300393)
Stock Code: Jolywood (Suzhou) Sunwatt Co.Ltd(300393)
Shenzhen Stock Exchange
Tel: 051252933702
Fax: 051252334544
Company website: www.jolywood.com cn.
Company email [email protected].
Cecep Solar Energy Co.Ltd(000591) materials (plastic film) development, production and sales Cecep Solar Energy Co.Ltd(000591) material sales Cecep Solar Energy Co.Ltd(000591) technical service and consultation; Engage in the import and export business of goods and technologies (for projects that must be approved according to law, business activities can be carried out only after being approved by relevant departments). General items: manufacturing of photovoltaic equipment and components; Sales of photovoltaic equipment and components Cecep Solar Energy Co.Ltd(000591) power generation technology service; Technology promotion services; Technical services, technical development, technical consultation, technical exchange, technology transfer and technology promotion; Engineering and technical research and test development; Contract energy management (except for projects subject to approval according to law, carry out business activities independently according to law with business license)
(II) basic information of this issuance plan
On June 8, 2021, the 13th meeting of the Fourth Board of directors of the issuer deliberated and adopted the proposal on the company’s plan to issue A-Shares to specific objects in 2021; On June 25, 2020, the issuer’s fifth extraordinary general meeting in 2021 deliberated and approved the issuance plan. The main contents of the issuance plan are as follows: 1. The type and par value of the issued shares
The type of shares issued this time is domestic listed RMB ordinary shares (A shares), with a par value of RMB 1.00 per share.
2. Issuing method and time
The shares to be issued this time will be issued to specific objects. The company will issue A-Shares to specific objects at the right time within the validity period after passing the examination of Shenzhen Stock Exchange and obtaining the decision of consent to registration made by China Securities Regulatory Commission.
3. Issuing object and subscription method
There are no more than 35 issuing objects (including this number) to issue shares to specific objects this time. The scope of issuing objects is specific investors in accordance with the provisions of the CSRC, including securities investment fund management companies, securities companies, trust companies, finance companies, insurance institutional investors, qualified overseas institutional investors in accordance with the provisions of the CSRC and other relevant laws and regulations, as well as other domestic legal persons, natural persons or other qualified investors in accordance with the provisions of the CSRC. Among them, securities investment fund management companies, securities companies, qualified foreign institutional investors and RMB qualified foreign institutional investors who subscribe for more than two products under their management shall be regarded as one issuance object; If a trust company is the issuing object, it can only subscribe with its own funds.
The final issuing object shall be authorized by the general meeting of shareholders. After passing the review of Shenzhen Stock Exchange and obtaining the decision of consent to registration made by the CSRC, the board of directors shall negotiate with the sponsor (lead underwriter) of this issuance according to the inquiry results in accordance with the relevant provisions of the CSRC and the conditions specified in this plan. If the national laws and regulations have new provisions on the issuing object of issuing shares to specific objects, the company will adjust according to the new provisions. The shares are issued to the subscribers in cash.
4. Pricing base date, issue price and pricing principle
The pricing benchmark date of this issuance of shares to specific objects is the first day of the issuance period of this issuance of shares to specific objects. The issuing price of the shares to be issued to specific objects shall not be lower than 80% of the average price of the company’s shares in the 20 trading days before the pricing benchmark date.
Average stock price in the 20 trading days before the pricing benchmark date = total stock trading volume in the 20 trading days before the pricing benchmark date ÷ total stock trading volume in the 20 trading days before the pricing benchmark date.
The issue price is determined through inquiry. If there are new provisions in national laws and regulations, the company will adjust according to the new provisions. The final issuance price shall be determined by the board of directors through consultation with the sponsor (lead underwriter) of the issuance after the issuance to specific objects is reviewed and approved by the Shenzhen Stock Exchange and approved by the CSRC for registration in accordance with the relevant rules of the CSRC.
If the company issues ex rights and ex dividend items such as cash dividends, bonus shares and capital reserve converted into share capital between the pricing benchmark date and the issuance date, the base price of this issuance will be adjusted accordingly. The specific adjustment methods are as follows (assuming that the base price of issuance before adjustment is P0, the number of shares or converted into share capital is n, the cash dividend per share is D, the base price of issuance after adjustment is p, and two decimal places are reserved):
① Cash dividend: P = p0-d;
② Share offering or conversion to share capital: P = P0 / (1 + n);
③ Cash dividend distribution and share distribution or share capital conversion shall be carried out simultaneously: P = (p0-d) / (1 + n).
5. Number of issues
The total amount of funds raised by this issuance of shares to specific objects shall not exceed 250 million yuan (including this amount). The number of shares issued to specific objects shall be calculated by dividing the total amount of funds raised by this issuance of shares to specific objects by the issue price determined by the final inquiry, and the number of shares issued this time shall not exceed 30% of the total share capital of the company before this issuance of shares to specific objects, The final number of shares issued shall be subject to the number approved by the CSRC for registration. As of the announcement date of the plan, the total share capital of the company is 1089627358 shares. Based on this calculation, the number of shares issued to specific objects this time shall not exceed 326888207 (including this number).
During the period from the announcement date of the resolution of the board of directors on the issuance of shares to specific objects to the issuance date, if there are changes in the company’s shares caused by share distribution, conversion of capital reserve into share capital, equity incentive, share repurchase and cancellation, the upper limit of the number of shares issued this time will be adjusted accordingly.
On the premise that the issuance complies with the relevant provisions of the CSRC and Shenzhen Stock Exchange and the scope of authorization of the general meeting of shareholders, for the subscription objects participating in the bidding process, the upper limit of the subscription amount of a single issuance object and its related parties will be controlled, and the upper limit of the number of shares after the subscription amount of a single issuance object and its related parties plus the number of shares of the company held at the time of subscription will be controlled.
Within the above scope, the final issuance quantity shall be determined by the board of directors authorized by the general meeting of shareholders through consultation with the sponsor (lead underwriter) in accordance with the relevant provisions of the CSRC and the actual subscription.
6. Restricted period
The shares subscribed by the issuing object shall not be transferred within six months from the date of completion of the issuance. If laws, regulations and normative documents have other provisions on the sales restriction period, such provisions shall prevail.
The reduction of the shares of the company acquired by the issuing object due to this issuance after the end of the restricted sale period shall also comply with the company law, securities law, Shenzhen Stock Exchange GEM Listing Rules and other laws, regulations, normative documents, relevant rules of the exchange and the relevant provisions of the articles of Association of the company. After the completion of this issuance of shares to specific objects, the company’s shares increased due to the company’s share offering, the conversion of capital reserve into share capital and other reasons shall also comply with the above arrangement of the sales restriction period.
7. Purpose of raised funds
The total amount of funds raised in this issuance does not exceed RMB 250 million (including this amount). After deducting the relevant issuance expenses, the raised funds are planned to be fully invested in the following projects:
Project Name: total investment of the project (10000 yuan) proposed capital raised (10000 yuan)
Annual output of 16GW high efficiency single crystal battery intelligent 2025276117500000
Factory project (phase I)
Supplementary working capital 75 Shenzhen Quanxinhao Co.Ltd(000007) 500000
Total 2775276125000000
Before the funds raised from the issuance of shares to specific objects are in place, the company will invest in advance with self raised funds according to the actual progress of the investment project with raised funds, and replace them in accordance with the procedures specified in relevant laws and regulations after the raised funds are in place.
If the actual net amount of funds raised in this offering is lower than the amount of funds to be raised, the company will adjust and finally determine the specific investment projects, priorities and specific investment amount of each project according to the actual net amount of funds raised, on the premise of complying with relevant laws and regulations, and according to the specific situation of project implementation. The insufficient part of funds raised shall be raised by the company itself.
8. Listing location
The shares issued to specific objects will be listed and traded in Shenzhen Stock Exchange.
9. Disposal of accumulated undistributed profits before this issuance
After the completion of this issuance, in order to take into account the interests of new and old shareholders, the accumulated undistributed profits before this issuance will be shared by the new and old shareholders of the company according to the proportion of shares after this issuance.
10. Validity period of this issuance resolution
The resolution to issue shares to specific objects shall be valid within 12 months from the date of deliberation and adoption by the general meeting of shareholders. (III) equity structure of the issuer
As of September 30, 2021, the equity structure of the issuer is as follows:
Type of shares number of shares (shares) shareholding ratio (%)
1、 Shares with limited sales conditions 17400963115.97
Including: 174009631 shares held by domestic natural persons 15.97
Shares held by domestic legal persons —
2、 Tradable shares without restrictions 91561772784.03
3、 Total shares 1089627358
