Securities abbreviation: Jiangsu Rongtai Industry Co.Ltd(605133) securities code: Jiangsu Rongtai Industry Co.Ltd(605133) about Jiangsu Rongtai Industry Co.Ltd(605133)
Application documents for public issuance of convertible bonds
Response to feedback
Sponsor (lead underwriter)
(floor 24, No. 318, Zhongshan South Road, Huangpu District, Shanghai)
March, 2002
China Securities Regulatory Commission:
In accordance with the requirements of the feedback on the application documents for Jiangsu Rongtai Industry Co.Ltd(605133) public issuance of convertible bonds issued by your commission (notice on the first feedback on the examination of administrative licensing projects of China Securities Regulatory Commission No. 220255, hereinafter referred to as the “feedback”), Jiangsu Rongtai Industry Co.Ltd(605133) (hereinafter referred to as ” Jiangsu Rongtai Industry Co.Ltd(605133) “, “applicant”, “issuer” or “company”) has cooperated with Orient Securities Company Limited(600958) underwriting recommendation Co., Ltd. (hereinafter referred to as “Oriental Investment Bank” or “recommendation agency”), Beijing global law firm (hereinafter referred to as “issuer’s lawyer”) Zhonghui Certified Public Accountants (special general partnership) (hereinafter referred to as “the issuer’s accountant”) carefully checked, analyzed and explained the questions raised in the feedback one by one, and provided a written reply according to the requirements of your feedback. The specific contents are as follows.
(unless otherwise specified, the abbreviation in the response to this feedback has the same meaning as the abbreviation in the prospectus for Jiangsu Rongtai Industry Co.Ltd(605133) public offering of convertible corporate bonds; if there is a difference between the sum of the total and the sub items directly added, or the mantissa after the decimal point is different from the original data, it is formed by different exact digits or rounding)
catalogue
Question 1: Please add whether the domestic approval of the phase II expansion project of automotive precision aluminum alloy castings in Mexico has been obtained, and whether the foreign investment project complies with the provisions of national laws, regulations and policies. The sponsor and lawyers are invited to give verification opinions 4 question 2: Please supplement and disclose whether the shareholders, directors, supervisors and senior executives holding more than 5% of the applicant participate in the issuance and subscription of convertible bonds; If yes, whether there is a plan or arrangement 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 Question 3: please explain whether the information disclosure of this public offering of convertible bonds meets the requirements of the measures for the administration of convertible corporate bonds. The sponsor and lawyers are invited to give verification opinions Question 4: the applicant is requested to supplement whether the listed company, its holding subsidiaries and joint-stock companies have real estate business and whether the raised funds are invested in real estate. The recommendation institution and lawyers are invited to give verification opinions 12 question 5: the applicant is requested to supplement the specific situation of the financial investment and financial business implemented or planned to be implemented by the company since six months before the date of the resolution of the relevant board of directors of this issuance, and to explain whether the company holds financial investment (including financial business) with large amount and long term at the end of the latest period. Please comment on the recommendation and verification institutions 16 question 6. According to the application materials, the applicant raised funds through initial public offering in 2021 to invest in the “expansion project of 390000 new automobile powertrain shells and 380000 new energy motor shells, automobile precision die-casting parts”, “production and construction project of key parts of automobile steering system”, “production expansion project of lightweight aluminum alloy parts of automobiles in Mexico” “R & D center construction project” and “supplementary working capital project”. The applicant is requested to supplement the latest progress of the pre raised project; If the construction has been completed and production has started, the actual benefits of the project shall be disclosed. The recommendation institution is requested to give verification opinions 19 question 7. According to the application materials, the applicant plans to issue convertible bonds to raise 651 million yuan to invest in the “project with an annual output of 1.1 million new energy automobile aluminum alloy parts” and the “phase II expansion project of Mexican automobile precision aluminum alloy castings”. (1) The applicant is requested to supplement the reasons and rationality for the continued construction of this raised investment project when the construction of the former raised project is not completed. (2) The applicant is requested to supplement the similarities and differences between this pre raised project and this raised investment project, whether there are the same or similar projects, if so, the necessity and rationality of this raised investment project construction when the pre raised project is not completed, whether there is repeated construction, the necessity and rationality of refinancing the same or similar project, and whether the investment composition and benefit accounting of the two raised investment projects can be accurately distinguished. (3) In combination with the market capacity, competitors, orders in hand, capacity utilization rate of existing products, follow-up market development plan, etc., explain the rationality of the scale of new capacity of the raised investment project and the digestion measures of new capacity. The recommendation institution is requested to give verification opinions Question 8: according to the application documents, the applicant held a large amount of monetary funds at the end of the latest period. Please the applicant: (1) the specific storage of monetary funds (including certificates of deposit, financial products, etc., the same below), whether there are restrictions on use, occupation of funds by related parties, and the matching between monetary funds and interest income. (2) In combination with the holding and use plan of large monetary funds, explain the rationality of the scale of the raised funds. The recommendation institution and accountant are invited to give verification opinions 29 question 9. According to the application documents, the applicant’s accounts receivable and inventory balance were high during the reporting period. The applicant is requested to: (1) analyze the reasons and rationality of the high and continuous growth of accounts receivable in combination with business model, credit policy and the comparison of the situation of Listed Companies in the same industry, and explain the rationality of bad debt provision in combination with aging, accounts receivable turnover rate, bad debt provision policy and the situation of comparable companies. (2) Supplement the reasons and rationality for the high and continuous growth of the inventory balance in the reporting period, whether it is consistent with the situation of comparable companies in the same industry, whether there is inventory backlog, etc., and supplement and disclose the adequacy of the provision for inventory falling price reserves in combination with the inventory turnover rate, stock age distribution and proportion, post period sales and the situation of Listed Companies in the same industry. The recommendation institution and accountant are requested to check and express their opinions 37 question 10: according to the application documents, during the reporting period, the operating income of the applicant continued to grow, the comprehensive gross profit margin continued to decline, and the net profit deducted from non parent company fluctuated greatly. The applicant is requested to supplement: (1) the reason and rationality of the sharp decline in the comprehensive gross profit margin and net profit after deduction of non attributable parent company at the end of the most recent period; (2) Reasons and rationality for the continuous and rapid decline of gross profit margin of main business auto parts. The recommendation institution and accountant are requested to check and express their opinions 51 question 1. Please add whether the domestic approval of the second phase expansion project of automotive precision aluminum alloy castings in Mexico has been obtained, and whether the foreign investment project complies with the provisions of national laws, regulations and policies.
The recommendation institution and lawyers are invited to give verification opinions.
reply:
1、 The applicant is requested to supplement whether the domestic approval of the second phase expansion project of automotive precision aluminum alloy castings in Mexico has been obtained, and whether the foreign investment project complies with the provisions of national laws, regulations and policies
(I) the domestic approval of the phase II expansion project of automotive precision aluminum alloy castings in Mexico has been fully obtained, and the phase II expansion project of automotive precision aluminum alloy castings in Mexico has gone through the following domestic approval or filing and registration procedures for foreign investment:
The competent department of Commerce shall examine and approve the filing of the national development and Reform Commission and the filing of the foreign exchange administration department
In December 2021, Yangzhou development and Reform Commission issued the registration certificate of overseas investment project filing on January 28, 2022 and the registration certificate of notification of issuing enterprise overseas investment certificate on business day on January 28, 2022 at the Department of Commerce of Jiangsu Province
Note: the handling bank is Agricultural Bank Of China Limited(601288) Yangzhou Jiangdu sub branch.
To sum up, the company has gone through the overseas investment approval of enterprises of relevant competent commercial departments, the overseas investment project filing of the national development and Reform Commission and the overseas direct investment filing of the foreign exchange management department for the phase II expansion project of automotive precision aluminum alloy castings in Mexico. The phase II expansion project of automotive precision aluminum alloy castings in Mexico has obtained all the required domestic approval procedures.
(II) the foreign investment project complies with the provisions of national laws, regulations and policies
1. The foreign investment project has gone through the domestic examination and approval procedures in accordance with the regulations
As mentioned above, the foreign investment project has gone through the formalities of business, development and reform, foreign exchange approval and filing, which is in line with the provisions of the state on the relevant laws, regulations and policies for the approval of overseas investment of enterprises.
2. The foreign investment project complies with the national policies and regulations on the direction of overseas investment
According to the relevant information on the foreign investment project of the further issuer transmitted by the general office of the State Council to the Ministry of Commerce of the national development and Reform Commission and the Ministry of foreign affairs of the people’s Bank of China, the foreign investment project does not belong to the restricted or prohibited overseas investment, as follows:
(1) This foreign investment project does not belong to restricted overseas investment that is inconsistent with the national foreign policy of peaceful development, the mutually beneficial and win-win opening-up strategy and macro-control policies
1) The project is implemented in Mexico, which does not belong to the situation of overseas investment in sensitive countries and regions that have not established diplomatic relations with China, have war, or need to be restricted by bilateral and multilateral treaties or agreements concluded by China.
2) This foreign investment is used for equipment investment, software investment, civil engineering investment and initial working capital of Leon Rongtai phase II plant construction. It does not belong to real estate investment and does not involve overseas investment that needs to be restricted, such as real estate, hotels, cinemas, entertainment industry and sports clubs.
3) The implementation subject of the project is Leon Rongtai, which is a wholly-owned subsidiary of the issuer. The issuer plans to increase the capital of Rongtai die casting, and then increase the capital of Hong Kong Runcheng through Rongtai die casting. Finally, Hong Kong Runcheng will increase the capital of Leon Rongtai to implement the project. It does not belong to the situation of establishing an equity investment fund or investment platform without specific industrial projects abroad.
4) The project is the phase II plant construction project of Leon Rongtai. The project is implemented on the existing land of Leon Rongtai. There is no overseas investment with backward production equipment that does not meet the technical standards of the country of investment destination.
5) According to the legal opinion of Leon Rongtai, Leon Rongtai has not been punished or investigated by the municipal department for pollution problems, nor has there been any environmental pollution accident, and has carried out activities in accordance with the ecological and land regulations, urban development plan and corresponding permits of Leon City, Guanajuato state. There is no overseas investment that does not meet the local environmental protection, energy consumption and safety standards.
(2) This foreign investment project does not belong to prohibited overseas investment that endangers or may endanger national interests and national security
1) The project covers the construction of Leon Rongtai phase II plant, involving equipment investment, software investment, civil engineering investment and initial working capital, and does not involve overseas investment in the export of military industrial core technologies and products without national approval.
2) The project does not involve overseas investment in technologies, processes and products prohibited from export by China in accordance with the export control law of the people’s Republic of China, the catalogue of Technologies Prohibited from export and restricted from export by China and the catalogue of goods prohibited from export.
3) The equipment investment, software investment, civil engineering investment and initial working capital involved in the project are all used by Leon Rongtai for production and operation, and do not involve overseas investment such as gambling and pornography.
4) There is no overseas investment prohibited by international treaties concluded or acceded to by China.
5) There is no other situation of overseas investment that endangers or may endanger national interests and national security. In conclusion, the foreign investment project complies with the provisions of national laws, regulations and policies.
2、 The recommendation institution and lawyers are invited to give verification opinions
The sponsor and the issuer’s lawyer shall implement the following verification procedures for the above matters:
1. Consult the feasibility study report of phase II expansion project of automotive precision aluminum alloy castings in Mexico and analyze the feasibility of the project;
2. Consult the legal opinion issued by Jose mariasepulvedareynose, a Mexican lawyer, to check whether the phase II expansion project of automotive precision aluminum alloy castings in Mexico complies with the provisions of national laws, regulations and policies;
3. Examine the approval and filing documents issued by the competent commercial department, the national development and Reform Commission and the foreign exchange administration department of the issuer for the raised investment project, and verify the legality and compliance of foreign investment;
4. Consult the national laws, regulations, policies and regulations on foreign investment projects.
After verification, the sponsor and the lawyer of the issuer believe that the phase II expansion project of automotive precision aluminum alloy castings in Mexico has obtained all the required domestic approval procedures, and the foreign investment project complies with the provisions of national laws, regulations and policies. Question 2: Please supplement and disclose whether the shareholders, directors, supervisors and senior executives holding more than 5% of the shares of the applicant 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.
reply:
1、 Please supplement and disclose whether the shareholders, directors, supervisors and senior executives holding more than 5% of the applicant 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
As of the date of issuance of this feedback, the shareholders holding more than 5% of the company’s shares are as follows:
Serial number shareholder name shareholding ratio
1 Zhuhai Runcheng Investment Co., Ltd. 45.70%
2 Macau Runcheng International Co., Ltd. 16.09%
3 Xia Chengliang 7.50%
4. Yangzhou Jiajie equity investment partnership (limited partnership)
