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 25 question 3 42 question 4 52 question 5 57 question 6 85 question 7 109 question 8 142 question 9 165 question 10 190 question 11 200 question 12 206 question 13 two hundred and twenty-eight
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 applicant and the sponsor shall be asked to give clear opinions on the above matters.
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 pledged by pledgee 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.
As of March 23, 2022, according to the announcement on pledge and de pledge of some shares of shareholders disclosed by the issuer, the actual controller of the company has adjusted the pledge of shares held by longway investment under its control. After adjustment, Hu Zhen, bu Chunhua, the actual controllers of the company, and longway investment under their control pledged a total of 259434 million shares of the company, down from the previous Pledged Shares. The pledged shares account for 64.47% of the total shares of the company and 20.65% of the total share capital of the company. The details of the above pledge are as follows:
No. number of pledged shares pledged by pledgee 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
No. number of Pledged Shares of the pledgee pledged financing amount (10000 shares) (10000 yuan)
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) 163.00155500
12 longway investment Gf Securities Co.Ltd(000776) 245.20244500
Total 259434 30.500.00
Note: the pledge details No. 11 and No. 12 in the above table are the result of the re pledge of Langwei investment after the pledge was lifted on March 23. The financing amount re pledged by Langwei investment according to the current high share price of the company remains unchanged, but the number of Pledged Shares decreases.
In addition, Hu Zhen, the controlling shareholder and actual controller of the company, reduced 5012600 shares of the company through block trading from September 30, 2021 to March 30, 2022, accounting for 3.99% of the current total share capital of the company. Hu Zhen used the above-mentioned funds obtained through the reduction of holdings to repay part of the pledged loans. According to the notice on cancellation of securities pledge registration issued by China Securities Depository and Clearing Co., Ltd. on April 1, 2022, Hu Zhen has cancelled the pledge registration of its 1 million Pledged Shares, accounting for 3.10% of its shares and 0.80% of the total share capital of the company. Hu Zhen, the actual controller of the company The total number of Pledged Shares of Bu Chunhua and Langwei investment under his control changed to 24943400 shares, accounting for 61.98% of the shares held by him and 19.85% of the total share capital of the company. The risk of equity pledge of the actual controller of the company was further reduced.
After the aforesaid equity pledge is lifted, the pledge details of Hu Zhen, bu Chunhua and the Langwei investment under their control are as follows:
No. number of Pledged Shares of the pledgee pledged financing amount (10000 shares) (10000 yuan)
Wuxi Hurun Technology Co., Ltd
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) 163.0
