Ganzhou Yihao New Material Co., Ltd
Ganzhou Yihao New Materials Co., Ltd.
(No. 16, metallurgical Road, Zhanggong District, Ganzhou City, Jiangxi Province)
Application documents for IPO and listing on GEM
Reply report of the third round of audit inquiry letter
Sponsor (lead underwriter)
(16th to 26th floors of Guosen Securities Co.Ltd(002736) building, 1012 Hongling Middle Road, Luohu District, Shenzhen)
Shenzhen Stock Exchange:
We have received the third round examination and inquiry letter on the application documents for initial public offering and listing on the gem of Ganzhou Yihao new materials Co., Ltd. (examination letter [2022] 010178) (hereinafter referred to as the "inquiry letter") issued by your exchange on February 7, 2022, Guosen Securities Co.Ltd(002736) as the sponsor or sponsor (lead underwriter), and The lawyer of the issuer and the reporting accountant carefully implemented the issues listed in the inquiry letter one by one.
The sponsor has checked the issuer's reply (including supplementary disclosure and explanation) in this reply material to confirm and ensure its authenticity, completeness and accuracy.
Unless otherwise specified, the abbreviations or terms in this reply report have the same meanings as those in the prospectus (declaration draft).
The questions listed in the inquiry letter are in bold (not bold)
Responses to the questions listed in the inquiry letter (not bold)
Amendments and supplements to the prospectus and the reply to the inquiry letter (BOLD)
Matters disclosed in the prospectus are in italics (not bold)
catalogue
1. On the identification of state-owned shareholders 42. About the orientation of gem 83. About gross profit margin 324. About electricity 395. With regard to inventory falling price reserves 436. With regard to fixed assets 517. With regard to post period performance sixty-one
1. Identification of state-owned shareholders.
According to the application materials, the issuer's shareholder Yiyuan fund holds 11.11% of the issuer's shares. Yiyuan fund is an industrial fund controlled by state-owned entities. Among its partners, Ganzhou Wuqu industrial investment and Development Fund Management Co., Ltd., Ganzhou Financial Holding Group Co., Ltd. and Ganzhou development and Investment Fund Management Co., Ltd. are all 100% owned by state-owned entities, Jiangxi caitou Equity Investment Fund Management Co., Ltd., the executive partner of Jiangxi development and upgrading guidance fund (limited partnership), is also 100% owned by state-owned entities. The prospectus of the issuer shows that the issuer does not have state-owned shareholders.
Please explain the reasons why Yiyuan fund is not recognized as a state-owned shareholder, whether it complies with the relevant provisions of the Interim Provisions on the administration of the identification of state-owned shareholders of listed companies and the measures for the supervision and administration of enterprise state-owned assets transactions, and whether the issuer needs to mark the identification of state-owned shareholders on the shareholder.
The sponsor and the issuer's lawyer are requested to check and express clear opinions.
[reply]
1、 Verification content
After verification, Yiyuan fund, the shareholder of the issuer, is a limited partnership and has been filed as an equity investment fund (fund No.: sjn701) on January 16, 2020. As of the date of issuance of the reply to this audit inquiry letter, its main equity structure is as follows:
The reasons why Yiyuan fund is not recognized as a state-owned shareholder and the relevant provisions are as follows:
Serial number, regulation name, relevant provisions, issuer
The following enterprises or units holding shares of listed companies shall
Interim Provisions on the administration of the identification of state owned shareholders of listed companies
Interim Regulations for the administration of Dongfa property rights [2007] No. 108) mark the logo of state-owned shareholders:
1. Government agencies, departments, institutions and wholly state-owned enterprises
[2007] No. 108) and the enterprise or the investors are all limited liability companies of wholly state-owned enterprises
State owned assets or joint stock limited company of the State Council. Yiyuan fund does not belong to the 1 regulation of the Regulatory Commission. 2. The exclusive shareholding ratio of the above units or enterprises reaches or exceeds the above 1-4 regulations, which is applicable to 50% of listed companies; the management regulations for the identification of state-owned shareholders of corporate enterprises with a total shareholding ratio of the above units or enterprises reaches or exceeds 50%, and one of them is the largest share East industry, etc.
Interim Provisions relevant regulations on corporate enterprises.
Letter of title (SASAC 3. The enterprises mentioned in "2" above continuously maintain absolute control
Property rights [2008] No. 80) at all levels.
4. Affiliated units or wholly-owned subsidiaries of all the above units or enterprises
Enterprise.
Article 3 the transactions of state-owned assets of enterprises as mentioned in these measures
Including: (I) institutions, state-owned and state-owned that perform the duties of investors
The act of transferring the rights and interests formed by the state-owned assets of enterprises to holding enterprises and state-owned enterprises actually controlled by them in the form of capital contribution in accordance with the measures for the supervision and administration of Guoyi; (II) state owned and controlled by state-owned entities 2 (the behavior of state-owned assets holding enterprises and enterprises actually controlled by the State Council to increase capital, equity investment funds, the investment of the supervision and Administration Commission and the government in state funded enterprises by increasing capital, in addition to the wealth of the people's Republic of China; (III) state-owned and state-controlled enterprises Transfer of major assets of state-owned enterprises whose shares are actually controlled without Decree No. 32 of the Ministry of administration of the people's Republic of China) 1. Health transfer.
Article 4 the state-owned and state holding enterprises referred to in these measures
State owned enterprises under actual control include: (I) government departments, institutions
1 refer to the website of the state owned assets supervision and Administration Commission of the State Council（ http://www.sasac.gov.cn. ）Relevant reply publicity of "interactive communication": (1) issued on December 29, 2018: "Article 4 of the measures for the supervision and administration of state owned assets transactions of enterprises (Order No. 32 of SASAC and the Ministry of Finance) classifies the state-owned and state-controlled, state-owned actual control and other situations in corporate enterprises.
”(2) Issued on May 27, 2019: "the scope of application of the measures for the supervision and administration of state owned assets transactions of enterprises (Order No. 32 of SASAC and the Ministry of Finance) is a corporate enterprise established in accordance with the company law of the people's Republic of China."
Serial number, regulation name, relevant provisions, issuer
A wholly state-owned enterprise (company) invested and established by a public institution shall be
And the total direct or indirect shareholding of the above units and enterprises is 100%
Wholly state-owned enterprises; (II) units listed in paragraph (I) of this article
Proportion of property (stock) rights owned by enterprises individually or jointly
More than 50% and one of them is the largest shareholder; (Ⅲ)
The foreign capital contribution of the enterprises listed in paragraphs (I) and (II) of this article shall be
Subsidiaries at all levels with equity ratio of more than 50%; (IV) government
Departments, institutions, institutions, single state-owned and state holding enterprises
The direct or indirect shareholding ratio of the industry does not exceed 50%, but it is the largest
Shareholders, and through the shareholders' agreement, the articles of association and the resolution of the board of directors
Enterprises that can be actually controlled by negotiation or other agreements and arrangements.
Article 66 various equity investment funds established by the government
The external transfer of property (stock) rights of enterprises formed by investment shall be in accordance with relevant laws
Implement laws and regulations.
Article 3 the term "state-owned shareholders" as mentioned in these Measures refers to those who meet the following requirements:
The securities accounts of enterprises and units with state-owned shares of listed companies shall be marked with 'Ss':
Measures for the supervision and administration of power of independence (I) government departments, institutions, institutions and domestic state-owned enterprises
(state owned assets or wholly-owned enterprises of the State Council; (II) the unit or enterprise Yiyuan fund mentioned in paragraph 1 is a domestic enterprise with a supervision and Administration Commission, an exclusive shareholding ratio of more than 50%, or an aggregate shareholding ratio of more than 50% of the limited partnership, less than 3 50% of the assets of the people's Republic of China, and one of them is the largest shareholder; (III) it is a domestic independent decision at all levels for the direct or indirect shareholding of the enterprises mentioned in paragraph 2 of the Ministry of state-owned shareholder accreditation and the China Securities Regulatory Commission, and does not involve the third-party or wholly-owned enterprises ordered by the state-owned Regulatory Commission. Shareholder identification.
Article 78 limited partnership enterprises with state-owned capital contribution shall not
The supervision and administration of the shares of listed companies held by state-owned shareholders
Otherwise specified.
In addition, referring to the information publicly disclosed by listed companies recently, Jinhui shares (securities code: 603132, announced issuance results), Jinsanjiang (Zhaoqing) Silicon Material Company Limited(301059) (securities code: Jinsanjiang (Zhaoqing) Silicon Material Company Limited(301059) ), Hualan Group Co.Ltd(301027) (securities code: 3031027), Kaiwang Technology (securities code: 301182), Hangzhou Wensli Silk Culture Co.Ltd(301066) (securities code: Hangzhou Wensli Silk Culture Co.Ltd(301066) ), Dizhe medicine (securities code: 688192) The shareholders of state-owned holding limited partnership of chuangyao Technology (securities code: 688259) and other companies have not been recognized as state-owned shareholders, such as Gansu green mineral investment and development fund, the shareholder of Jinhui Co., Ltd., Guangdong yuekegejin advanced manufacturing investment partnership, the shareholder of Jinsanjiang (Zhaoqing) Silicon Material Company Limited(301059) Hualan Group Co.Ltd(301027) the shareholders of Guangxi Honggui Huizhi Fund Management Co., Ltd. - the partners of Guangxi State owned enterprise reform and development phase I fund partnership are state-owned wholly-owned enterprises or state-controlled enterprises. These shareholders are not recognized as state-owned shareholders in accordance with Article 78 of the measures for the supervision and administration of state owned equity of listed companies.
To sum up, as Yiyuan fund is a limited partnership controlled by state-owned entities, it is not a state-owned shareholder under the provisions of the Interim Provisions on the administration of the identification of state-owned shareholders of listed companies, the letter of the state owned assets supervision and Administration Commission of the State Council on issues related to the implementation of the Interim Provisions on the administration of the identification of state-owned shareholders of listed companies and the measures for the supervision and administration of state-owned equity of listed companies, so it is not recognized as a state-owned shareholder, In compliance with the relevant provisions of the Interim Provisions on the administration of the identification of state-owned shareholders of listed companies and the measures for the supervision and administration of state-owned asset transactions of enterprises, the issuer is not required to mark the identification of state-owned shareholders on the shareholder.
2、 The sponsor and the issuer's lawyer shall check and give clear opinions
(I) verification procedure
The sponsor and the issuer's lawyers have mainly performed the following verification procedures:
1. Consulted the business license, partnership agreement and industrial and commercial archives of Yiyuan fund, and interviewed the representative appointed by the executive partner of Yiyuan fund to understand the basic situation of Yiyuan fund;
2. Inquired the website of China Securities Investment Fund Industry Association to verify the relevant filing and registration of Yiyuan fund and its private fund managers;
3. Through the national enterprise credit information publicity system (www.gsxt. Gov.cn) "Enterprise check" and other websites to query the basic information of Yiyuan fund and its partners;
4. Consulted the Interim Provisions on the administration of the identification of state-owned shareholders of listed companies, the letter of the state owned assets supervision and Administration Commission of the State Council on issues related to the implementation of the Interim Provisions on the administration of the identification of state-owned shareholders of listed companies and the measures for the supervision and administration of state-owned equity of listed companies to verify whether Yiyuan fund belongs to state-owned shareholders;
5. We consulted the measures for the supervision and administration of state owned assets transactions of enterprises and the website of the state owned assets supervision and Administration Commission of the State Council（ http://www.sasac.gov.cn. ）Reply to the publicity of "interactive communication" and verify whether the investment process of Yiyuan fund to the issuer complies with relevant regulations;
6. By searching the public information disclosed by listed companies or companies to be listed on cninfo.com and stock exchange websites, we can understand the relevant reference cases.
(II) verification opinions
After verification, the sponsor and the issuer's lawyer believe that:
Since Yiyuan fund is a limited partnership enterprise controlled by state-owned entities and does not belong to the state-owned shareholders specified in the Interim Provisions on the administration of the identification of state-owned shareholders of listed companies, the letter of the state owned assets supervision and Administration Commission of the State Council on issues related to the implementation of the Interim Provisions on the administration of the identification of state-owned shareholders of listed companies and the measures for the supervision and administration of state-owned equity of listed companies, it is not recognized as a state-owned shareholder
