Sino German Securities Co., Ltd
about
Shanxi Yongdong Chemistry Industry Co.Ltd(002753) public issuance of convertible corporate bonds
of
Issuance recommendation
Sponsor (lead underwriter)
April, 2002
Statement of recommendation institution and recommendation representative
Zhongde Securities Co., Ltd. (hereinafter referred to as “Zhongde securities”, “sponsor” or “the sponsor”) accepts the entrustment of Shanxi Yongdong Chemistry Industry Co.Ltd(002753) (hereinafter referred to as ” Shanxi Yongdong Chemistry Industry Co.Ltd(002753) ,” company “or” issuer “) to act as the sponsor of the Shanxi Yongdong Chemistry Industry Co.Ltd(002753) public issuance of convertible corporate bonds, and appoints Cui Xueliang and pan Deng as the sponsor representatives of the sponsor. Zhongde securities and its sponsor representatives hereby make the following commitments: Zhongde securities and its designated sponsor representatives shall, in accordance with the company law of the people’s Republic of China, the securities law of the people’s Republic of China, the measures for the administration of securities issuance and listing recommendation business, the standards for the content and format of information disclosure of companies issuing securities No. 27 – issuance recommendation letter and issuance recommendation work report and other relevant laws Regulations and relevant provisions of the CSRC, be honest, trustworthy, diligent and responsible, issue this issuance recommendation letter in strict accordance with the business rules, industry practice norms and ethical standards formulated according to law, and ensure the authenticity, accuracy and integrity of the documents issued.
catalogue
interpretation…… Section 1 basic information of this securities issuance 4 I. Introduction of the recommendation institution and the recommendation representative 4 II. The co sponsors of this securities issuance project and other members of the project team 5 III. The type of securities issuance of the sponsor issuer 5 IV. basic information of the issuer 5. Description of the relationship between the sponsor and the issuer 6. Internal audit procedures and core opinions of the recommendation institution Section 2 commitments of the sponsor 9 Section III recommendations for this offering 10 I. the decision-making procedure of the Issuer on this issuance is legal 10 II. This offering complies with relevant laws and regulations III. verification of the issuer’s compliance with the provisions of the guiding opinions on matters related to initial public offering, refinancing, major asset restructuring and diluted immediate return 18 IV. main risk tips of the issuer 18 v. evaluation of the development prospect of the issuer 18 VI. verification opinions on employing third-party institutions or individuals during the implementation of the project 27 VII. Recommendation conclusion of the recommendation institution on this securities issuance twenty-eight
interpretation
In this offering recommendation letter, unless otherwise specified, the following words have the following specific meanings: Sino German securities, sponsor, lead underwriter, referring to the recommendation institution of Sino German Securities Co., Ltd. and this recommendation institution
Shanxi Yongdong Chemistry Industry Co.Ltd(002753) , issuer and company refer to Shanxi Yongdong Chemistry Industry Co.Ltd(002753)
This issuance and current bonds refer to the convertible corporate bonds publicly issued in Shanxi Yongdong Chemistry Industry Co.Ltd(002753) 2020
Convertible bonds refer to convertible corporate bonds
The issuance recommendation letter and this issuance recommendation letter refer to the recommendation letter of Sino German Securities Co., Ltd. on the public issuance of convertible corporate bonds by Shanxi Yongdong Chemical Co., Ltd
Prospectus refers to the prospectus of Shanxi Yongdong Chemistry Industry Co.Ltd(002753) public issuance of convertible corporate bonds
CSRC refers to the China Securities Regulatory Commission
Company Law refers to the company law of the people’s Republic of China
Securities Law refers to the securities law of the people’s Republic of China
The administrative measures for recommendation refers to the administrative measures for the recommendation business of securities issuance and listing
The measures for the administration of securities issuance refer to the measures for the administration of securities issuance by listed companies
Shenzhen stock exchange refers to Shenzhen Stock Exchange
Yuan and 10000 yuan refer to RMB yuan and 10000 yuan
Note: except for the above interpretation, unless otherwise specified, the abbreviation involved in this issuance recommendation letter is consistent with the prospectus.
Section 1 basic information of this securities issuance
1、 Introduction of sponsor and sponsor representative
(I) name of recommendation institution
Sino German Securities Co., Ltd
(II) the sponsor representative specifically responsible for the recommendation of this securities issuance
Zhongde securities appointed Cui Xueliang and pan Deng as the sponsor representatives of the Shanxi Yongdong Chemistry Industry Co.Ltd(002753) public offering of convertible bonds.
The practice of the above two sponsor representatives is as follows:
(1) Cui Xueliang
Mr. Cui Xueliang, a formal practitioner of Sino German securities, was registered as the sponsor representative in 2004. The practice items of the sponsor business include: Shandong Swan Cotton Industrial Machinery Stock Co.Ltd(603029) IPO and listing project, Shanxi Yongdong Chemistry Industry Co.Ltd(002753) IPO and listing project, Shanghai Amarsoft Information & Technology Co.Ltd(300380) IPO and listing project, keno Technology Co., Ltd. allotment project, Hanwang Technology Co.Ltd(002362) IPO and listing project Shanxi Yongdong Chemistry Industry Co.Ltd(002753) public issuance of convertible corporate bonds, Shenzhen Wenke Landscape Co.Ltd(002775) share allotment, Shanxi Yongdong Chemistry Industry Co.Ltd(002753) non-public issuance, etc. During the practice of recommendation business, we strictly abide by the measures for the administration of securities issuance and listing recommendation business and other relevant provisions, and have a good practice record.
(2) Panden
Mr. Pandeng, a formal practitioner of Sino German securities and sponsor representative, is mainly involved in the following projects: Shenzhen Wenke Landscape Co.Ltd(002775) initial public offering and listing project, major asset restructuring project of Shanxi Zhangze Electric Power Co., Ltd., Henan Zhongfu Industrial Co.Ltd(600595) non-public project, Shanxi Yongdong Chemistry Industry Co.Ltd(002753) non-public offering project, etc. During the practice of recommendation business, we strictly abide by the measures for the administration of securities issuance and listing recommendation business and other relevant provisions, and have a good practice record.
2、 Co sponsors of this securities issuance project and other members of the project team
(I) Co sponsor of this securities issuance project
Official employee of China Peiwen securities project office. Fu Peiwen strictly abides by the measures for the administration of sponsorship and other relevant provisions in the practice of recommendation business, and has a good practice record.
(II) other members of the securities issuance project team
Other members of the securities issuance project team are Zhao Zehao, Li Xiaoyu and Zhao Lu.
3、 Types of securities issued this time
The type of securities issued this time is convertible corporate bonds.
4、 Basic information of the issuer
(I) Company Profile
Company name: Shanxi Yongdong Chemistry Industry Co.Ltd(002753)
English Name: Shanxi Yonglong Chemical Industry Co., Ltd
Registration No. / unified social credit Code: 91140800719861645d
Place of listing: Shenzhen Stock Exchange
Stock abbreviation: Shanxi Yongdong Chemistry Industry Co.Ltd(002753)
Stock Code: Shanxi Yongdong Chemistry Industry Co.Ltd(002753)
Legal representative: Liu Dongjie
Secretary of the board of directors: Zhang Wei
Date of establishment: May 20, 2000
Address: gaoqu village, Xishe Town, Jishan County, Yuncheng City, Shanxi Province
Office address: gaoqu village, Xishe Town, Jishan County, Yuncheng City, Shanxi Province
Business scope: manufacturing of carbon black products; Light oil, washing oil, naphthalene, sodium phenol, coal tar asphalt processing and sales. (limited to the business scope of the valid work safety license, valid until 2021)
September 29, 2014); Ammonium sulfate, phenol sodium salt, steam processing and sales; Production and sales of needle coke, light calcium and sodium carbonate; Production and sales of chemical raw materials (the above items do not include hazardous chemicals and MCCs); Power business; Tail gas power generation; To be engaged in the export business of self-produced products of the enterprise and the import business of raw and auxiliary materials, instruments and meters, mechanical equipment, spare parts and technologies required for the production of the enterprise (except for commodities and technologies that are restricted or prohibited by the state)
Note: the company has obtained the acceptance notice of Shanxi emergency management department on the extension of work safety license on September 26, 2021, and obtained the latest safety license on November 24, 2021. At present, the company is going through the industrial and commercial change procedures.
Postal Code: 043205
Tel: 03595662069
Fax No.: 03595662095
Internet website: www.sxydhg.com com.
Email: [email protected].
(II) business scope of the issuer
The business scope of the issuer is: manufacturing of carbon black products; Light oil, washing oil, naphthalene, sodium phenol, coal tar asphalt processing and sales. (limited to the business scope of the valid work safety license, valid until September 29, 2021); Ammonium sulfate, phenol sodium salt, steam processing and sales; Production and sales of needle coke, light calcium and sodium carbonate; Production and sales of chemical raw materials (the above items do not include hazardous chemicals and MCCs); Power business; Tail gas power generation; Operate the export business of self-produced products of the enterprise and the import business of raw and auxiliary materials, instruments and meters, mechanical equipment, spare parts and technologies required for the production of the enterprise (except for goods and technologies that are restricted or prohibited by the state).
The company has obtained the acceptance notice of Shanxi emergency management department on the extension of work safety license on September 26, 2021, and obtained the latest safety license on November 24, 2021. At present, it is going through the industrial and commercial change procedures.
The issuer is a high-tech enterprise based on the in-depth research and development and application of coal tar resources. It is committed to the R & D and production of high-quality carbon black products and coal tar fine processing products, and forms a sustainable circular industrial model through the organic combination of “coal tar processing + carbon black production + tail gas power generation + fine chemical industry”. The company first separates and refines coal tar to extract high value-added coal tar processing products such as industrial naphthalene, wash oil and light oil, and then prepares the extracted coal tar as carbon black raw oil for carbon black production. After extraction and preparation, coal tar oil is conducive to improve the stability of carbon black product performance, meet the needs of different carbon black varieties, and create an industrial chain structure of coal tar processing and CO production of carbon black.
The company’s main products are coal tar processing products such as carbon black and industrial naphthalene, light oil, washing oil and modified asphalt, which are mainly used in rubber products, cable shielding materials, building materials and other fields. The issuer’s main business and main products have not changed significantly since its establishment.
5、 Description of the relationship between the sponsor and the issuer
(I) as of the date of issuance of this issuance recommendation letter, Sino German securities or its controlling shareholders, actual controllers and important related parties do not hold shares of the issuer or its controlling shareholders, actual controllers and important related parties;
(II) as of the date of issuance of this issuance recommendation letter, the issuer or its controlling shareholders, actual controllers and important related parties do not hold the shares of Sino German securities or its controlling shareholders, actual controllers and important related parties; (III) as of the date of issuance of this issuance recommendation letter, the recommendation representatives of Sino German securities and their spouses, directors, supervisors and senior managers do not have any situation that may affect the fair performance of the recommendation duties, such as owning the rights and interests of the issuer and taking office in the issuer;
(IV) as of the date of issuance of this issuance recommendation letter, the controlling shareholders, actual controllers and important related parties of Sino German securities have not provided mutual guarantee or financing with the controlling shareholders, actual controllers and important related parties of the issuer;
(V) as of the date of issuance of this issuance recommendation letter, there is no other related relationship between Sino German securities and the issuer.
6、 Internal audit procedures and core opinions of the recommendation institution
(I) internal audit procedures of the recommendation institution
The project audit process of the sponsor is mainly composed of the following key nodes: transaction entry and conflict elimination, customer acceptance, project approval committee audit, quality control and core procedures. Transaction entry and conflict elimination are in the charge of the transaction entry team independent of the investment banking business department. The project initiation committee is composed of professionals from all business departments and internal control departments. The customer acceptance audit is in the charge of the compliance legal department and the quality control department
