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
Review the reply report to the 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 inquiry letter on the examination of the application documents of Ganzhou Yihao new materials Co., Ltd. for initial public offering and listing on the gem (hereinafter referred to as the "inquiry letter") issued by your exchange on September 29, 2021. Guosen Securities Co.Ltd(002736) as a sponsor or sponsor (lead underwriter), we have carefully implemented the issues listed in the inquiry letter one by one with the issuer, the issuer's lawyer and the reporting accountant.
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
Question 1 About history 4 question 2 About the gambling agreement 24 question 3 About sales model and commercial bribery 28 question 4 About waste water and environmental protection 34 question 5 About land being expropriated 55 question 6 About intellectual property 59 question 7 About core technical competence and market competitiveness 73 question 8 About the guarantee contract 90 question 9 About operating income 98 question 10 About customers 126 question 11 About operating costs 144 question 12 About suppliers 160 question 13 About gross margin 171 question 14 About period expenses 197 question 15 About notes receivable 211 question 16 About accounts receivable 228 question 17 About inventory 236 question 18 About construction in progress and fixed assets 258 question 19 About financial internal control 269 question 20 About pending litigation 279 question 21 About capital flow two hundred and eighty-three
Question 1 About historical evolution
The application materials show that: (1) on September 26, 2003, Yihao real estate signed the contract of Sino foreign joint venture Ganzhou Hongsheng Hotel Management Co., Ltd. and the articles of association of Sino foreign joint venture Ganzhou Hongsheng Hotel Management Co., Ltd. with Wang Huiling, and agreed to jointly establish Ganzhou Hongsheng Hotel Investment Management Co., Ltd., with a total investment of 68.8 million yuan and a registered capital of 61.8 million yuan, of which Yihao real estate contributed 9.5 million yuan in kind Wang Huiling contributed 52.3 million yuan in cash exchange. From October 2003 to March 2004, Ganzhou Zhonghao certified public accountants Co., Ltd. verified the registered capital paid by the shareholders of Yihao Co., Ltd. in three phases, and issued capital verification reports, all of which were made in currency.
(2) On February 26, 2008, the board of directors of Yihao Co., Ltd. made a resolution to agree to increase the registered capital of 57 million yuan, which shall be subscribed by Yihao group in currency, and the capital contribution period shall be fully paid within two months after the resolution takes effect. In this capital increase, the shareholder Yihao group made overdue contributions.
(3) According to the creditor's rights to equity conversion agreement signed between Yihao group and Yihao Co., Ltd. on June 17, 2015 and relevant bank records and vouchers, the creditor's rights of 80 million yuan enjoyed by Yihao group to Yihao Co., Ltd. are converted into equity. In order to correct the above-mentioned capital contribution problems, on July 13, 2018, the board of directors of Yihao Co., Ltd. made a resolution to confirm the debt to equity swap. In July 2018, Yihao Co., Ltd. handled the change filing of foreign-invested enterprises and obtained the receipt of change filing of foreign-invested enterprises and the notice of change registration of foreign-invested enterprises.
(4) In December 2019, the company held the seventh extraordinary general meeting of shareholders in 2019 and made a resolution. The registered capital was increased from 3188909 million yuan to 3587523 million yuan. The price of this capital increase was 2.51 yuan / share, and the new shares were subscribed by Yiyuan fund with a monetary contribution of 100 million yuan.
(5) On September 20, 2020, the general meeting of shareholders of the issuer made a resolution to reduce the shares of all registered shareholders in the same proportion based on the existing total number of 358752255 shares. After the share reduction, the total number of shares of the company is 126.8 million, and the par value of each share is still 1.00 yuan; The total share capital of the company was reduced from 358752255 yuan to 126.8 million yuan, and the registered capital was reduced from 358752255 yuan to 126.8 million yuan. The reduced share capital (registered capital) was included in the capital reserve.
Please explain to the issuer:
(1) Wang Huiling's background, the reason why Ganzhou Hongsheng Hotel Investment Management Co., Ltd. (the former name of the issuer) has just been established together with Yihao real estate, the source of capital contribution of Wang Huiling, whether the issuer is legally established and effectively exists as a foreign-invested enterprise, whether the tax preference enjoyed is legal and compliant, and whether there is a risk of supplementary tax payment and punishment.
(2) Whether the business of the issuer involves foreign prohibited businesses, whether there are special provisions for foreign businesses, whether the issuer, the controlling shareholders and actual controllers of the issuer comply with the relevant laws and regulations on foreign investment and employment in China, and whether there are suspected violations of the relevant laws and regulations on foreign investment, tax declaration, foreign exchange management and so on.
(3) Historically, shareholders Yihao real estate and Yihao group have different ways of capital contribution from the approved way of capital contribution, overdue capital contribution, etc. whether there is a risk of punishment; Whether the approval of Yihao real estate's contribution of 9.5 million yuan in kind has a significant impact on the issuer's qualification as a foreign-invested enterprise.
(4) In 2015, Yihao group transferred 80 million yuan of creditor's rights to Yihao Co., Ltd. to increase its equity. Did it constitute a violation because it failed to handle the change filing of foreign-invested enterprises in time.
(5) Check whether the shareholder information of Yiyuan fund complies with the relevant requirements of the guidelines for the application of regulatory rules - issuance class No. 2.
(6) In 2020, the issuer reduced the shares of all registered shareholders in the same proportion, and the par value of each share was still 1.00 yuan. The reduced share capital (registered capital) was included in the capital reserve. The difference between "share reduction" and "capital reduction" mentioned by the issuer, and the reasons for the issuer's capital reduction.
(7) Payment, pricing basis and rationality of previous equity changes, specific sources of shareholders' funds (if loans are involved, please specify the lender, loan amount, interest rate, repayment period, and the relationship between the lender and the issuer, controlling shareholders, actual controllers, directors, supervisors, other core personnel and close family members) and legal compliance.
(8) Whether the previous equity changes, overall changes, profit distribution and other matters have fulfilled the relevant examination and approval procedures and tax declaration obligations according to law.
Ask the sponsor and the issuer's lawyer to express clear opinions.
reply:
1、 Wang Huiling's background, the reasons for the establishment of Ganzhou Hongsheng Hotel Investment Management Co., Ltd. (the former name of the issuer) with Yihao real estate, the source of capital contribution of Wang Huiling, whether the issuer is legally established and effectively exists as a foreign-invested enterprise, whether the tax preference enjoyed is in compliance with the law, and whether there is a risk of making up taxes and being punished
(I) basic information of Wang Huiling
1. Wang Huiling's background
Ms. Wang Huiling, born in 1964, Australian nationality, has a bachelor's degree. From 1987 to 1991, worked as an English translator in the Foreign Affairs Office of Beijing Civil Aviation Administration; From 1998 to 2001, he was the sales manager of Australian Hongcheng tourism company; From 2001 to 2013, invested in Australia Longda tourism company; Since 2003, he has been a part-time teacher in Australian chain preschool education institutions; From 2001 to 2003, he invested in Ganzhou Hongsheng metallurgical and Chemical Industry Co., Ltd. (former name of Yihao meimeike); From 2003 to 2011, he invested in Ganzhou Hongsheng Hotel Investment Management Co., Ltd. (former name of the issuer).
2. Reasons for establishing Ganzhou Hongsheng Hotel Investment Management Co., Ltd. (former name of the issuer) with Yihao real estate
At that time, Yihao real estate (controlled by Zhang jianmeng) was engaged in the real estate industry, and there were uncompleted hotels under her name. Wang Huiling was familiar with tourism and hotel operation, was optimistic about the development prospect of the hotel industry, and intended to make relevant investment. Therefore, both parties negotiated to jointly invest and establish Ganzhou Hongsheng Hotel Investment Management Co., Ltd. to engage in hotel operation and management. Due to the obstacles in subsequent land acquisition and real estate transfer, the preparation for the construction of the hotel has not been carried out smoothly. The shareholder Yihao real estate proposed to transform into copper foil related industries, and did not reach an agreement with Wang Huiling on the development direction. Therefore, Wang Huiling gradually transferred all her equity and completely withdrew from the issuer in 2011.
3. Source of contribution of Wang Huiling
According to the interview with Wang Huiling and after consulting the relevant capital contribution certificates, foreign exchange settlement materials and the written statement issued by Wang Huiling, Wang Huiling's capital contribution comes from her own funds and the loan from the third party Umicore SA, with a loan amount of US $4.8 million; The equity of the issuer once held by Wang Huiling is actually held by her, and there is no entrusted shareholding, trust shareholding or other interest arrangements, and there is no improper transfer of interests with her equity. Through online inquiry, Umicore SA is a global material technology group, focusing on material technology and recycling. Its predecessor was founded in 1837 and has been listed on the Brussels Pan European exchange. It is the world's largest manufacturer of lithium battery cathode materials. Its main products include four kinds of cathode materials: LCO (lithium cobalt oxide), NCM (ternary cathode material), NCA and LFP (lithium iron phosphate). The company cooperates with the issuer and its controlling shareholders, actual controllers, directors Supervisors, senior managers and their close family members are not related.
According to the interview with Wang Huiling, all the above loans have been settled. According to the confirmation letter issued by Umicore SA, it has no outstanding creditor's right and debt relationship with Wang Huiling, has not held Yihao limited equity or other interests, and has no disputes with the issuer and its previous shareholders.
(II) whether the issuer is legally established and validly existing as a foreign-invested enterprise
1. Yihao Co., Ltd., the predecessor of the issuer, was legally established
Approved by the reply on the contract and articles of association of Ganzhou Hongsheng Hotel Investment Management Co., Ltd. (qwgjz [2003] No. 64) issued by the Bureau of foreign trade and economic cooperation of Zhanggong District, Ganzhou City, and the approval certificate of foreign invested enterprises of the people's Republic of China (fgjzz [2003] No. 121) issued by the people's Government of Jiangxi Province to Yihao Co., Ltd, Yihao Co., Ltd. was established in Ganzhou Administration for Industry and Commerce on October 22, 2003. The former Ministry of foreign trade and economic cooperation was the former constituent Department of the State Council in charge of foreign-invested enterprises. According to the decision of the first session of the Tenth National People's Congress on the institutional reform plan of the State Council and the provisions on the internal organs and staffing of the main responsibilities of the Ministry of Commerce (2003), the Ministry of foreign trade and economic cooperation will no longer be retained and the Ministry of Commerce will be established. The original responsibilities of the Ministry of foreign trade and economic cooperation will be transferred to the Ministry of Commerce.
The Bureau was registered and established, and Yihao Co., Ltd. was legally established as a foreign-invested enterprise.
2. The overall change and establishment of Yihao Co., Ltd. is legal
With the approval of the resolution of the shareholders' meeting of Yihao Co., Ltd. and the deliberation and approval of the founding meeting, Yihao Co., Ltd. established a joint stock limited company with its audited book net asset value converted into shares and overall change as of July 31, 2018. All sponsors signed the sponsor agreement and completed the industrial and commercial registration of overall change and establishment on December 13, 2018, On February 27, 2019, the change filing of foreign-invested enterprises was handled (GaN (GAN) commercial foreign capital reserve 201900005), and the issuer was legally established as a foreign-invested joint stock company.
3. Effective existence of the issuer
As of the date of issuance of the reply report to this inquiry letter, the business term of the issuer is long-term, and there is no dissolution by resolution of the general meeting of shareholders, dissolution due to merger or division, revocation of business license according to law, order to close down or be revoked, dissolution by the civil court due to serious difficulties in operation and management, failure to pay off due debts and bankruptcy according to law In case of termination as required by laws and regulations, normative documents and the articles of association, the issuer shall survive effectively.
4. Opinions of competent government departments
On January 4, 2022, Ganzhou market supervision and Administration Bureau issued the certificate. During the reporting period, the issuer operated in strict accordance with the requirements of national and local laws, regulations and normative documents related to market and supervision and administration, and publicized the annual report in accordance with the law. There was no serious violation of laws and regulations related to market supervision and administration.
On January 4, 2022, the Bureau of Commerce of Zhanggong District, Ganzhou City issued the certificate. During the reporting period, the issuer's business scope and business complied with the provisions of foreign investment laws, regulations, rules and normative documents such as the catalogue for the guidance of foreign investment industries. The establishment and previous changes have been approved or confirmed by the foreign investment management department according to law, which is legal and effective, and there is no law The provisions of regulations and normative documents should be terminated, and there is no case that the bureau investigates, orders rectification, revokes or revokes the reply due to violation of relevant laws, regulations or normative documents/
