Reply report of Ganzhou Yihao new materials Co., Ltd. to the implementation letter of the review opinions of the municipal Party committee
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 to the implementation letter of the deliberation opinions of the listing committee
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 letter on the implementation of the deliberation opinions of the municipal Party Committee on the gem (review letter [2022] No. 010296) (hereinafter referred to as the “implementation letter”) issued by your firm on March 21, 2022. Guosen Securities Co.Ltd(002736) as a sponsor or sponsor (lead underwriter), we have earnestly implemented the issues listed in the letter one by one with the issuer and the issuer’s lawyer.
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.
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)
Disclosure of prospectus in italics (not bold)
Question: during the reporting period, the issuer has the situation of re lending through suppliers and providing re lending channels for customers. Please disclose whether there is the possibility of administrative punishment in the prospectus. Ask the sponsor and the issuer’s lawyer to express clear opinions.
[reply]
1、 The issuer disclosed in the prospectus whether there is the possibility of administrative punishment.
(I) re lending
In 2017 and 2018, the details of the issuer’s re lending through suppliers and providing customers with re lending channels are as follows:
1. Re lending through suppliers
Unit: 10000 yuan
Name of loan bank supplier time of outward remittance time of outward remittance amount of inward remittance due to loan
Jiangxi Bank Co., Ltd. Trafigura Investment Co., Ltd. July 4950, 2017 July 2018 July 4000 Ganzhou branch
China Agricultural Bank Of China Limited(601288) stock Tuoke investment August 1352, 2017 August 2018 July 1000 Co., Ltd. Ganzhou branch month
Industrial Bank Co.Ltd(601166) Co., Ltd. Ganzhou industrial and Mining Co., Ltd. October 1800, 2017 September 1800, 2018 Ganzhou branch material supply and marketing company October
Industrial Bank Co.Ltd(601166) Co., Ltd. Trafigura investment October 1482, 2018 September 487, 2019 Ganzhou branch October
Note: the difference between the remitted amount and the amount returned by the supplier is the payment made by the issuer to the supplier.
According to the written confirmation and verification of Ganzhou branch, Agricultural Bank Of China Limited(601288) Ganzhou branch, Industrial Bank Co.Ltd(601166) Ganzhou branch of Bank of Jiangxi Co., Ltd., the issuer has repaid the above loans to the bank in full on schedule, there is no subjective, intentional or malicious loan fraud for the purpose of illegal possession, and there is no dispute between relevant banks and the issuer.
2. Provision of re lending channels for customers
Unit: 10000 yuan
Customer name remittance time remittance amount remittance time remittance amount
Longyu electronics March 500, 2018 March 300, 2018
Longyu electronics April 300, 2018 April 300, 2018
Longyu electronics April 1000, 2018 April 400, 2018
Longyu electronics may 310, 2018 may 310, 2018
Note: the difference between the remitted amount and the amount returned by the issuer is the payment made by the customer to the issuer.
According to the interview with Longyu electronics, the above bank loans have been paid off to the bank in full on schedule, and there is no dispute between the relevant parties and the issuer.
(II) is there any possibility of administrative punishment
1. Relevant laws and regulations
(1) Law of the people’s Republic of China on commercial banks (revised in 2015)
According to Article 82 of the law of the people’s Republic of China on commercial banks, if the borrower fraudulently obtains a loan, which constitutes a crime, he shall be investigated for criminal responsibility according to law.
In accordance with the provisions of the criminal law of the people’s Republic of China, whoever, for the purpose of making profits from lending, obtains credit funds from financial institutions and lends them to others at high interest, and the amount of illegal income is relatively large, shall be sentenced to fixed-term imprisonment of not more than three years or criminal detention and shall also be fined not less than one time but not more than five times the illegal income; If the amount involved is huge, he shall be sentenced to fixed-term imprisonment of not less than three years but not more than seven years and shall also be fined not less than one time but not more than five times the illegal income. Where a unit commits the crime mentioned in the preceding paragraph, it shall be fined, and the persons who are directly in charge and other persons who are directly responsible for the crime shall be sentenced to fixed-term imprisonment of not more than three years or criminal detention. Whoever obtains loans, Bill acceptances, letters of credit, letters of guarantee, etc. from banks or other financial institutions by deception, thereby causing heavy losses to banks or other financial institutions, shall be sentenced to fixed-term imprisonment of not more than three years or criminal detention and shall also, or shall only, be fined; Whoever causes especially heavy losses to banks or other financial institutions or has other especially serious circumstances shall be sentenced to fixed-term imprisonment of not less than three years but not more than seven years and shall also be fined. Where a unit commits the crime mentioned in the preceding paragraph, it shall be fined, and the persons who are directly in charge and other persons who are directly responsible for the crime shall be punished in accordance with the provisions of the preceding paragraph.
According to the provisions of Article 83 of the law of the people’s Republic of China on commercial banks, if an act specified in Article 82 of this law does not constitute a crime, the banking regulatory authority under the State Council shall confiscate the illegal income. If the illegal income is more than 500000 yuan, it shall also be fined not less than one time but not more than five times the illegal income; If there is no illegal income or the illegal income is less than 500000 yuan, a fine of not less than 500000 yuan but not more than 2 million yuan shall be imposed.
After verification, the loans involved in the issuer’s re lending are used for normal production and operation, and the principal and interest have been repaid on time. There is no case that the issuer should be investigated for criminal responsibility or subject to administrative punishment such as loan fraud stipulated in the commercial bank law of the people’s Republic of China.
(2) General rules for loans (Order No. 2 of the people’s Bank of China, 1996)
① According to the provisions of Article 70 of the general principles of loans, if the borrower violates the provisions of Article 45 of Chapter 9 of these general principles and deliberately misappropriates credit funds through merger, bankruptcy or joint-stock reform, it shall bear the corresponding part of the liability for compensation and impose a fine in accordance with relevant laws and regulations; In case of causing significant economic losses to the lender, the person directly responsible shall be investigated for criminal responsibility in accordance with relevant laws and regulations. If the borrower violates other provisions in Chapter IX of these general rules, resulting in the failure of loan debt, the lender shall stop issuing new loans and recover the original loans in advance. In case of loss of credit assets, the borrower and its executives or other individuals shall bear part or all of the liability for compensation. No other lender shall make loans to it until it has fulfilled its liability. After verification, the principal and interest of the loans involved in the issuer’s re lending have been repaid on time, and there is no case that the issuer should be liable for compensation or be subject to administrative punishment for misappropriation of credit funds as stipulated in the general principles of loans.
② According to Article 71 of the general principles of loans, if the borrower is under any of the following circumstances, the lender shall charge interest on part or all of its loans; If the circumstances are particularly serious, the lender shall stop paying the unused loan of the borrower and recover part or all of the loan in advance: first, the loan is not used according to the purpose specified in the loan contract. 2、 Making equity investment with loans. 3、 Engaging in speculation in securities, futures, etc. with loans. 4、 The borrower who has not obtained the qualification of operating real estate according to law uses the loan to operate real estate business; The borrower is qualified to engage in real estate speculation according to law. 5、 Failing to pay off the principal and interest of the loan in accordance with the provisions of the loan contract. 6、 Taking loans and lending to each other to seek illegal income.
After verification, the issuer’s re lending, that is, the use of the loan is not in accordance with the purpose specified in the loan contract, there is a risk that the lending bank will charge additional interest and recover the loan in advance, but it does not involve the legal consequences of administrative punishment. Therefore, there is no possibility of administrative punishment for the issuer’s re lending behavior, and the lender has confirmed in writing that the issuer has repaid the loan in full on schedule and has not charged the issuer with interest or made other accountability.
2. Certificates of relevant government functions and departments
(1) People’s Bank of China
According to the law of the people’s Republic of China on the people’s Bank of China, the people’s Bank of China, under the leadership of the State Council, formulates and implements monetary policies to prevent and resolve financial risks and maintain financial stability. According to Article 6 of the general principles of loans, the people’s Bank of China and its branches are the regulatory authorities for the implementation of the general principles of loans. On March 21, 2022, Ganzhou central sub branch of the people’s Bank of China issued a “certificate” for the issuer’s re Lending Compliance. During the reporting period, the central sub branch has not found the issuer’s violation of relevant laws and regulations such as the people’s Bank of China and foreign exchange management, and has not punished the issuer.
(2) Bank Of China Limited(601988) Insurance Regulatory Commission
In March 2003, the first session of the Tenth National People’s Congress approved the institutional reform plan of the State Council, which separated the supervision functions of the people’s Bank of China on banks, financial asset management companies, trust and investment companies and other deposit financial institutions, integrated with the relevant functions of the central financial working Committee, and established the Bank Of China Limited(601988) industry supervision and Administration Committee. In March 2018, the first session of the 13th National People’s Congress approved the institutional reform plan of the State Council, no longer retained the Bank Of China Limited(601988) industry supervision and Administration Commission, and established Bank Of China Limited(601988) insurance supervision and Administration Commission.
According to the information publicized on the official website of Bank Of China Limited(601988) Insurance Regulatory Commission, Bank Of China Limited(601988) Insurance Regulatory Commission implements unified supervision and administration of the national banking and insurance industry in accordance with laws and regulations, maintains the legal and stable operation of banking and insurance industry, and exercises vertical leadership over its dispatched offices.
On March 21, 2022, Bank Of China Limited(601988) Insurance Regulatory Commission Ganzhou regulatory branch issued the reply on the compliance of Ganzhou Yihao new materials Co., Ltd. with regard to the re lending. The issuer was not subject to the supervision of the branch. During the reporting period, the branch did not and was not legally authorized to take regulatory measures or impose administrative penalties on the issuer’s business behavior.
(3) Financial Work Office of Ganzhou Municipal People’s Government
According to the website of Ganzhou Municipal People’s Government（ https://www.ganzhou.gov.cn. ）According to the publicity information, the financial work office of Ganzhou Municipal People’s government cooperates with the dispatched offices of the central and provincial financial management departments to carry out financial supervision. On March 21, 2022, the financial work office of Ganzhou Municipal People’s government issued a certificate that the loans involved in the above-mentioned re lending of the issuer were used for normal production and operation, and the principal and interest of the loans had been fully paid off on time, which had no material impact on the rights and interests of financial institutions. Therefore, the above-mentioned re lending of the issuer did not constitute a major violation of laws and regulations, The unit will not impose any form of punishment on the issuer for the above-mentioned re lending. To sum up, the above-mentioned re lending behavior of the issuer does not have the legal consequences of administrative punishment stipulated in the commercial bank law of the people’s Republic of China, the general principles of loans and other laws and regulations. The issuer has repaid the relevant loans in full on schedule, the lender has not charged additional interest or other liabilities to the issuer, and the relevant government departments have confirmed that the issuer has not been subject to administrative punishment during the reporting period. Therefore, The issuer is not likely to be subject to administrative punishment for the above-mentioned re lending behavior. (III) information disclosed by the issuer in the prospectus
With regard to the supplementary disclosure of re lending, the issuer has made supplementary disclosure in “XIII, (Ⅱ) 1, (4)” of “Section VIII Financial Accounting Information and management analysis” in the prospectus. The details are as follows: “(4) re lending
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The above-mentioned re lending behavior of the issuer does not have the legal consequences of administrative punishment stipulated in the commercial bank law of the people’s Republic of China, the general principles of loans and other laws and regulations. The issuer has repaid the relevant loans in full on schedule, and the lender has not charged additional interest or made other liabilities to the issuer.
In addition, relevant government departments have confirmed that the issuer has not been subject to administrative punishment during the reporting period. According to Ganzhou central sub branch of the people’s Bank of China
