Jiangsu Zhenjiang Newenergy Equipment Co.Ltd(603507) 2020 application documents for non-public offering of shares
Response report to feedback
Sponsor (lead underwriter)
China Securities Regulatory Commission:
The notice of the CSRC on the first feedback on the examination of administrative licensing projects (No. 213572) (hereinafter referred to as “the first feedback”) issued by your commission on January 20, 2022 has been received.
Jiangsu Zhenjiang Newenergy Equipment Co.Ltd(603507) together with Southwest Securities Co.Ltd(600369) , Shanghai Hansheng law firm, Dahua Certified Public Accountants (special general partnership) and other intermediaries, carefully checked and implemented the “one-time feedback”, and replied to the feedback item by item. The specific reply is as follows:
(unless the context otherwise requires, the abbreviation in this reply has the same meaning as the abbreviation in the due diligence report of Southwest Securities Co.Ltd(600369) on Jiangsu Zhenjiang Newenergy Equipment Co.Ltd(603507) 2020 non-public offering of shares. There is a difference in the mantissa between the sum of some totals and the sum of all addenda in this reply, which is mainly caused by rounding.)
catalogue
Question 1 3 question 2 21 question 3 37 question 4 48 question 5 52 question 6 77 question 7 100 question 8 133 question 9 156 question 10 180 question 11 190 question 12 196 question 13 two hundred and eighteen
Question 1
On the stability of control. According to the application materials, Hu Zhen and bu Chunhua jointly directly and indirectly control 34.02% of the shares of the company and are the actual controllers of the company. As of November 10, 2021, the shares pledged by the actual controller accounted for 61.27% of the total shares of the company. The applicant shall explain: (1) the applicant shall explain whether there is a large risk of closing positions, whether it may lead to changes in the controlling shareholders and actual controllers, and whether the controlling shareholders Relevant measures for the actual controller to maintain the stability of control; (2) The applicant has revised the issuance plan before reporting. Hu Zhen, the controlling shareholder and one of the actual controllers of the applicant, will no longer participate in this subscription. After this issuance, the proportion of shares in the company jointly controlled by Hu Zhen and bu Chunhua has decreased to 26.17%. Please explain whether this issuance may lead to changes in the actual control and whether the relevant risks are fully disclosed.
The recommendation institution and the applicant’s lawyer shall check the above matters and express clear opinions.
reply:
1、 The reason and rationality of the pledge, the specific purpose of the pledged funds, the realization of the agreed pledge right, the financial status and solvency of the controlling shareholder and the actual controller, the change of stock price, etc., explain whether there is a large risk of closing positions, whether it may lead to the change of the controlling shareholder and the actual controller, and the relevant measures for the controlling shareholder and the actual controller to maintain the stability of the control right
(I) the reason and rationality of the pledge, the specific purpose of the pledged funds, the realization of the agreed pledge right, the financial status and solvency of the controlling shareholder and the actual controller, and the change of stock price
1. Reasons and rationality of pledge
As of February 10, 2022, the issuer’s actual controllers Hu Zhen, bu Chunhua and the Langwei investment under their control pledged a total of 2718946 shares of the company, accounting for 63.61% of the total shares of the company and 21.65% of the total share capital of the company. The details of the above pledge are as follows:
No. number of Pledged Shares of the pledgee pledged financing amount (10000 shares) (10000 yuan)
No. number of Pledged Shares of the pledgee pledged financing amount (10000 shares) (10000 yuan)
1 Hu Zhen Wuxi Runyuan technology microfinance Co., Ltd. 147.31280000
2 Hu Zhen Huaxi Securities Co.Ltd(002926) 73.00-
3 Hu Zhen Huaxi Securities Co.Ltd(002926) 1.00-
4 Hu Zhen Huaxi Securities Co.Ltd(002926) 4.00-
5 Hu Zhen Huaxi Securities Co.Ltd(002926) 32.00-
6 Hu Zhen Huaxi Securities Co.Ltd(002926) 745.00890000
7 Hu Zhen Huaxi Securities Co.Ltd(002926) 83.83100000
8 Hu Zhen Huaxi Securities Co.Ltd(002926) 25.30 300.00
9 Hu Zhen Huaxi Securities Co.Ltd(002926) 974.701200000
10 Bu Chunhua Huaxi Securities Co.Ltd(002926) 100.00150000
11 longway investment Gf Securities Co.Ltd(000776) 532.81400000
Total 2718953050000
Note: No. 2, 3, 4 and 5 pledges in the above table are supplementary pledges, and there is no corresponding new pledge financing amount.
The share pledge financing of the issuer’s actual controller is mainly used to repay personal early-stage loans and foreign investment, equity incentive employee loans, household property consumption, etc., which is reasonable.
2. Specific purpose of pledged funds
The share pledge financing funds of the issuer’s actual controller are mainly used to repay personal early-stage loans and foreign investment, equity incentive employee loans, family property consumption, etc. In recent years, the main situations of Hu Zhen and bu Chunhua’s foreign investment and borrowing from employees are as follows:
Sequence investment project fund purpose investment amount (10000 yuan)
1. Zhejiang Rundu Energy Technology Co., Ltd. (Note 1) invested 500000 yuan
2. Jiangsu feisuo Zhihang Equipment Co., Ltd. invested 300000 yuan
3. The investment of Suzhou Zhenjiang Junxiang Investment Management Co., Ltd. is 300.00 yuan
4. Xiamen Chuangfeng Xinrong investment management partnership (limited partnership) invests 500.00 yuan
5. Jiangyin Zhenjiang Electric Power Engineering Co., Ltd. invested 1220000 yuan
Shanghai Qijian Information Technology Co., Ltd. (Note 2) investment
6 Suzhou Qijian Information Technology Co., Ltd. 102000
7. Jiangyin Baoneng precision new materials Co., Ltd. invested 400.00 yuan
8. Investment of Jiangsu Fanyuan Electric Power Design Institute Co., Ltd. is 600.00 yuan
9. Equity incentive and other employee loans 430000
Total 2732000
Note 1: Hu Zhen transferred all the equity of Zhejiang Rundu Energy Technology Co., Ltd. on May 16, 2020; Note 2: Shanghai Qijian Information Technology Co., Ltd. was cancelled on June 11, 2020 and Suzhou Qijian Information Technology Co., Ltd. was newly established on June 16, 2020.
As shown in the above table, the share pledge financing funds of the actual controller of the issuer have been used for foreign investment and borrowing of about 273.2 million yuan in recent years, which belongs to individual foreign investment and borrowing. In addition to the above investment loans, part of the pledged financing funds are also used to repay equity pledge interest and household property consumption.
3. Realization of the agreed pledge
The equity pledge Pledgee of the issuer’s actual controller includes Wuxi Runyuan technology microfinance Co., Ltd. Huaxi Securities Co.Ltd(002926) , Gf Securities Co.Ltd(000776) .
(1) Realization of pledge agreed by Wuxi Runyuan technology microfinance Co., Ltd
Article 8 of the pledge contract signed by Hu Zhen and Wuxi Runyuan technology microfinance Co., Ltd. stipulates that the realization of the pledge is as follows:
“During the validity of this contract, if the market value of the pledged property is lower than the warning line (including the warning line) due to devaluation or other events affecting its value not due to the pledgee’s fault, the pledgee has the right to require the pledgor to supplement the pledged property, prepay or provide security deposit within three working days, so as to make the market value of the pledged property meet the requirements of the pledgee, and the pledgor shall not refuse, otherwise the pledgee has the right to announce the early maturity of the loan.
Warning line = loan principal balance 151.6%
The market value of the pledge refers to the closing price of each share on Jiangsu Zhenjiang Newenergy Equipment Co.Ltd(603507) that day the number of Pledged Shares “.
(2) Realization of pledge agreed by Huaxi Securities Co.Ltd(002926) and Gf Securities Co.Ltd(000776) and
Huaxi Securities Co.Ltd(002926) , Gf Securities Co.Ltd(000776) in the pledge contract, the warning line and closing line are clearly agreed, and the specific agreements are as follows:
Unit: yuan / share
Measures to close the position if the warning line of the number of Pledged Shares of the pledgee is lower than the warning line (10000 shares)
Huaxi Securities Co.Ltd(002926) 100.00 23.96 supplementary pledge or collateral, 20.77
Early repurchase
Huaxi Securities Co.Ltd(002926) 745.00 20.15 supplementary pledge or collateral, 17.63
Early repurchase
Huaxi Securities Co.Ltd(002926) 83.83 20.23 supplementary pledge or collateral, 17.70
Early repurchase
Huaxi Securities Co.Ltd(002926) 25.30 18.68 supplementary pledge or collateral, 16.34
Early repurchase
Huaxi Securities Co.Ltd(002926) 974.70 19.32 supplementary pledge or collateral, 16.91
Early repurchase
Part 100008 repurchase pledge
As of the date of issuance of this reply, Hu Zhen, bu Chunhua and the Langwei investment under their control have no circumstances in which the pledgee exercises the pledge right due to failure to repay the corresponding debts.
4. Financial status and solvency of controlling shareholders and actual controllers
(1) Financial status of controlling shareholders and actual controllers
The large amount of assets owned by the controlling shareholder and actual controller of the issuer are mainly foreign equity investments. As of September 30, 2021, the main foreign investments of Hu Zhen and his family members are as follows:
Unit: 10000 yuan
Company name of actual controller
