Chahua Modern Housewares Co.Ltd(603615)
And
Sinolink Securities Co.Ltd(600109)
about
Chahua Modern Housewares Co.Ltd(603615)
Application documents for non-public offering of shares
Special reply to feedback
Sponsor (lead underwriter)
Chahua Modern Housewares Co.Ltd(603615) , Sinolink Securities Co.Ltd(600109) special reply to Chahua Modern Housewares Co.Ltd(603615) non public development bank stock application document feedback
China Securities Regulatory Commission:
Sinolink Securities Co.Ltd(600109) (hereinafter referred to as ” Sinolink Securities Co.Ltd(600109) ” or “sponsor”) as a sponsor of Chahua Modern Housewares Co.Ltd(603615) (hereinafter referred to as “issuer”, “company” or ” Chahua Modern Housewares Co.Ltd(603615) “) non-public offering of a shares, In accordance with the requirements of the feedback on Chahua Modern Housewares Co.Ltd(603615) non-public development bank stock application documents (notice on the first feedback on the examination of administrative licensing projects of China Securities Regulatory Commission No. 220318, hereinafter referred to as the “feedback”) of your commission, organize the issuer Fujian Zhili law firm (hereinafter referred to as “the issuer’s lawyer” or “Fujian Zhili”) and Dahua certified public accountants firm (special general partnership) (hereinafter referred to as “the issuer’s accountant” or “Dahua firm”) have carefully implemented the issues raised in your feedback. The font of this feedback reply is as follows:
The questions listed in the feedback are in bold
Responses to the questions listed in the feedback
Now, please review the implementation of the feedback one by one as follows.
(Note: the terms, names and abbreviations used in this article have the same meanings as those in the due diligence report of Sinolink Securities Co.Ltd(600109) on Chahua Modern Housewares Co.Ltd(603615) non-public offering of shares (application draft), except for the above instructions)
catalogue
Question 1: 3 question 2: 8 question 3: 14 question 4: 18 question 5: 24 question 6: 42 question 7: 53 question 8: 66 question 9: Question 10: seventy-five
Question 1:
The applicant is requested to supplement the administrative penalties imposed on the applicant and its subsidiaries in the last 36 months of the reporting period
And the corresponding rectification measures taken, and whether the relevant situations comply with the measures for the administration of securities issuance of listed companies and other laws and regulations. The recommendation institution and lawyers are invited to give verification opinions.
reply:
1、 Administrative penalties and corresponding measures taken by the applicant and its subsidiaries in the recent 36 months of the reporting period
Whether the relevant conditions comply with the measures for the administration of securities issuance of listed companies and other laws and regulations
The administrative penalties imposed on the issuer and its subsidiaries in the last 36 months of the reporting period are as follows:
Unit: 10000 yuan
No. when the enterprise name punishment occurs, whether the punishment amount is made by the punishment authority / competent department is a major violation of the law
1 Chahua Modern Housewares Co.Ltd(603615) 2019.05.20 10.00 Chibi market supervision and administration no
game
2 lianjiang Camellia 202103.02 1.1211 Lianjiang county fire rescue brigade no
Tianjin Branch, State Administration of Taxation, Tianjin Binhai
3 division 202111.29 0.02 high tech Industrial Development in the sea no
District Taxation Bureau Huayuan Taxation Office
Chongqing Branch, State Administration of Taxation, Chongqing
4 division 202112.02 0.01 Yubei District Taxation Bureau first tax no
Office
The details of the above administrative penalties are as follows:
(I) during market supervision and inspection, Chibi market supervision and Administration Bureau found that the outer package of Camellia metal steel ball (3 packages and 6 packages of special preference) operated by Chahua Modern Housewares Co.Ltd(603615) was marked with the words “the enterprise has passed ISO9001, ISO14001 and OHSAS18001 certification”, but the above Camellia metal steel ball products are not included in the ISO9001 quality management system, OHSAS18001 occupational health and safety management system The scope of products covered by ISO14001 environmental management system certification. Chibi municipal market supervision and Administration Bureau considered that Chahua Modern Housewares Co.Ltd(603615) the above-mentioned acts violated the relevant provisions of the Anti Unfair Competition Law of the people’s Republic of China. On May 20, 2019, it issued the decision on administrative punishment (chi Shi Jian Chu Zi [2019] No. 7) to Chahua Modern Housewares Co.Ltd(603615) stop the illegal acts and order Chahua Modern Housewares Co.Ltd(603615) to stop the illegal acts in accordance with the Anti Unfair Competition Law of the people’s Republic of China
Ten thousand yuan. The issuer corrected the relevant misconduct by timely recycling the defective products, and has paid the above fine in full to the account designated by Chibi market supervision administration.
Article 20 of the anti unfair competition law stipulates that the consequences of administrative punishment for such illegal acts are “order to stop the illegal act and impose a fine of more than 200000 yuan but less than 1 million yuan; if the circumstances are serious, impose a fine of more than 1 million yuan but less than 2 million yuan and revoke the business license.
”The punishment authority mitigated the punishment of Chahua Modern Housewares Co.Ltd(603615) and the actual fine of 100000 yuan received by the issuer is only half of the lower limit of the fine specified in paragraph 1 of Article 20 of the anti unfair competition law, and Chahua Modern Housewares Co.Ltd(603615) has corrected the relevant misconduct and paid the fine. After fulfilling the relevant verification procedures such as consulting relevant materials and visiting, the sponsor and the issuer’s lawyers believe that the amount of the fine is lower than the lower limit specified in the anti unfair competition law, which is not a serious punishment. The above-mentioned acts of Chahua Modern Housewares Co.Ltd(603615) are not a major violation of the law, and the administrative punishment is not a major administrative punishment.
(II) during the fire supervision and inspection of Lianjiang camellia, the fire rescue brigade of Lianjiang county found that there were fire safety violations of office desks and chairs occupying the evacuation passage on the west side of the second floor of the 1 building. On March 2, 2021, the fire rescue brigade of Lianjiang county issued the administrative punishment decision letter of “Lian Xiao Xing Jing Jue Zi [2021] No. 0005” to lianjiang camellia, and imposed a fine of 121100 yuan on lianjiang Camellia in accordance with the provisions of item 3, paragraph 1, Article 60 of the fire protection law of the people’s Republic of China. Lianjiang Camellia has corrected relevant behaviors and paid the above fine in full to the designated account of Lianjiang fire rescue brigade.
On January 20, 2022, the fire rescue brigade of Lianjiang county issued a “certificate”, confirming that lianjiang Camellia can immediately organize the rectification in the afternoon of February 23, 2021, which is in line with the situation of “minor violation”; On February 26, 2021, the brigade rechecked lianjiang camellia, and the illegal acts at the site have been rectified.
After fulfilling the verification procedures such as consulting relevant materials and obtaining the certificate issued by the fire rescue brigade of Lianjiang county, the sponsor and the lawyer of the issuer believe that the above illegal acts of Lianjiang Camellia are minor and have not caused harmful consequences. The punishment authority punished lianjiang Camellia according to a lower standard, and lianjiang Camellia has corrected the relevant misconduct and paid a fine, And obtained the “certificate” issued by the fire rescue brigade of Lianjiang county. The above acts of Lianjiang Camellia do not belong to major violations of laws and regulations, and the administrative punishment does not belong to major administrative punishment. (III) in the process of handling the tax cancellation of Chahua Modern Housewares Co.Ltd(603615) Tianjin Branch, Huayuan tax office of Tianjin Binhai high tech Industrial Development Zone Taxation Bureau of the State Administration of Taxation found that Chahua Modern Housewares Co.Ltd(603615) Tianjin Branch failed to declare on schedule
For the enterprise income tax (taxable income) from January to March 2019, on November 29, 2021, the decision on tax administrative punishment (Simplified) (Jin Xin Shui Jing Jian Zheng [2021] No. 682) was issued to Chahua Modern Housewares Co.Ltd(603615) Tianjin Branch, and Chahua Modern Housewares Co.Ltd(603615) Tianjin Branch was fined 200 yuan in accordance with Article 6 and 12 of the law of the people’s Republic of China on the administration of tax collection Chahua Modern Housewares Co.Ltd(603615) Tianjin Branch has made tax declaration as required and paid fines. At present, Chahua Modern Housewares Co.Ltd(603615) Tianjin Branch has been cancelled.
After fulfilling the verification procedures such as consulting relevant materials, the sponsor and the issuer’s lawyers believe that the amount of relevant punishment is small, and Camellia Tianjin Branch has paid a fine and completed the tax cancellation and industrial and commercial cancellation. The above acts do not belong to major violations of laws and regulations, and the administrative punishment does not belong to major administrative punishment.
(IV) in the process of handling the tax cancellation of Chahua Modern Housewares Co.Ltd(603615) Chongqing Branch, the first tax office of Chongqing Yubei District Taxation Bureau of the State Administration of Taxation found that Chahua Modern Housewares Co.Ltd(603615) Chongqing Branch failed to declare the enterprise income tax (taxable income) from October to December 2018 on schedule. On December 2, 2021, it issued the decision on tax administrative punishment (simple) to Chahua Modern Housewares Co.Ltd(603615) Chongqing Branch, According to Article 62 of the law of the people’s Republic of China on the administration of tax collection, Chahua Modern Housewares Co.Ltd(603615) Chongqing Branch will be fined 100 yuan Chahua Modern Housewares Co.Ltd(603615) Chongqing Branch has made tax declaration as required and paid fines. At present, Chahua Modern Housewares Co.Ltd(603615) Chongqing Branch has been cancelled.
After fulfilling the verification procedures such as consulting relevant materials, the sponsor and the issuer’s lawyers believe that the amount of relevant penalties is small. Camellia Chongqing Branch has paid fines and completed tax cancellation and industrial and commercial cancellation. The above acts do not belong to major violations of laws and regulations, and the administrative punishment does not belong to major administrative punishment.
2、 The issuer’s issuance complies with the relevant provisions of the measures for the administration of securities issuance by listed companies
According to item (VII) of Article 39 of the measures for the administration of securities issuance of listed companies, if the issuer has other circumstances that seriously damage the legitimate rights and interests of investors and social and public interests, it shall not issue shares in private.
According to the provisions of the answers to some questions on refinancing business (revised in June 2020), if there are any of the following circumstances and the intermediary institution issues a clear verification conclusion, it can not be recognized as a major illegal act: (1) the illegal act is significantly minor and the amount of fine is small; (2) The relevant punishment basis does not determine that the act is serious; (3) The competent authority shall prove that the act is not a major illegal act. However, the illegal act causes serious environmental pollution, heavy casualties or bad social impact.
According to the “answers to some questions on refinancing business (revised in June 2020)”, the “other circumstances seriously damaging the legitimate rights and interests of investors and social public interests” specified in the conditions for non-public issuance of shares and non-public issuance of preferred shares by the issuer shall be comprehensively judged according to the specific conditions such as behavioral quality, subjective malignancy and social impact. If the relevant illegal acts cause serious environmental pollution, heavy casualties, bad social impact, etc., in principle, it shall be regarded as an illegal act that seriously damages the legitimate rights and interests of investors and social public interests.
The above-mentioned illegal acts of the issuer and its subsidiaries were not fully mastered due to malicious requirements, resulting in no positive impact on the issuer and its subsidiaries, and the issuer did not take relevant laws and regulations in a timely manner. According to the certificate of the law enforcement body or the provisions on the discretion of relevant administrative penalties, these administrative penalties do not constitute major violations, and the lawyers of the sponsor and the issuer have expressed their opinions that the above penalties do not belong to major violations, and the administrative penalties do not belong to major administrative penalties. At the same time, the above matters do not lead to serious environmental pollution, heavy casualties or bad social impact. Therefore, the above matters do not seriously damage the legitimate rights and interests of investors and social and public interests.
To sum up, the above administrative penalties of the issuer are not major administrative penalties, and the relevant circumstances comply with the measures for the administration of securities issuance of listed companies and other laws and regulations.
3、 Verification opinions issued by recommendation institutions and lawyers
(I) verification procedure
1. Interviewed the general manager of the Issuer on the administrative penalties suffered by the issuer and its subsidiaries in the last 36 months, the corresponding rectification measures taken, and the impact on the company;
2. The administrative penalties imposed on the issuer and its subsidiaries in the last 36 months shall be reported in the national enterprise credit information publicity system（ http://www.gsxt.gov.cn. ）”Credit China” website（ https://www.creditchina.gov.cn. ）. inquired the official website of relevant government authorities and consulted the supporting documents issued by relevant government authorities to further verify whether the issuer and its subsidiaries have been subject to other administrative penalties;
3. Check the administrative penalty decision, fine payment certificate and other materials received by the issuer and its subsidiaries; 4. With regard to the punishment of the issuer by Chibi market supervision and Administration Bureau, the recommendation institution and the issuer’s lawyer visited Chibi market supervision and Administration Bureau and interviewed the relevant responsible personnel;
5. Obtained and consulted the certificate issued by the fire rescue brigade of Lianjiang county on the punishment of Lianjiang Camellia by the fire rescue brigade of Lianjiang county;
6. For Chahua Modern Housewares Co.Ltd(603615) Chongqing branch and Tianjin Branch
