Zhejiang Huatie Emergency Equipment Science & Technology Co.Ltd(603300)
And
Haitong Securities Company Limited(600837)
Reply to the feedback on Zhejiang Huatie Emergency Equipment Science & Technology Co.Ltd(603300) non public development bank's stock application documents
Sponsor (lead underwriter)
(No. 689, Guangdong Road, Shanghai)
April, 2002
China Securities Regulatory Commission:
The notice of the CSRC on the first feedback on the examination of administrative licensing projects (No. 220498) issued by your association on March 30, 2022 has been received, and Zhejiang Huatie Emergency Equipment Science & Technology Co.Ltd(603300) (hereinafter referred to as "the company", "the issuer", " Zhejiang Huatie Emergency Equipment Science & Technology Co.Ltd(603300) ") has worked with Haitong Securities Company Limited(600837) (hereinafter referred to as " Haitong Securities Company Limited(600837) " or "the sponsor") Guohao law firm (Hangzhou) (hereinafter referred to as the "issuer's lawyer") and Zhitong accounting firm (special general partnership) (hereinafter referred to as the "issuer's accountant") have carefully verified and implemented the relevant matters of the feedback, and carefully revised, supplemented and explained the application materials. Now we reply to the feedback one by one in writing and submit it to your Association for review.
Unless otherwise specified, the abbreviations or terms in this reply report have the same meanings as those in the due diligence report; There may be slight difference between the sum of individual data in some tables in this reply and the total of tables, which is caused by rounding in the calculation process.
The contents related to supplementary disclosure or modification have been listed in bold and italics in the due diligence report. We hereby make a written reply to your Association for review.
catalogue
Question 1 4 question 2 15 question 3 33 question 4 36 question 5 39 question 6 47 question 7 58 question 8 60 question 9 66 question 10 69 question 11 seventy-eight
Question 1. According to the application documents, the object of this issuance is Zhejiang Huatie Bumblebee Holding Co., Ltd. controlled by Hu Danfeng, the actual controller of the company. As of September 30, 2021, Hu Danfeng and his concerted actors have pledged 107452400 Zhejiang Huatie Emergency Equipment Science & Technology Co.Ltd(603300) shares, accounting for 79.98% of the shares of listed companies. The applicant is requested to supplement: (1) whether the resolution of the board of directors of this non-public offering and the subscription agreement signed between the issuer and the issuing object specify the number or range of shares subscribed by the issuing object, and whether it complies with the provisions of Articles 10 and 11 of the detailed rules for the implementation of non-public offering of shares by listed companies; (2) Please explain whether the pricing of the offering object complies with the provisions of Article 7 of the detailed rules for the implementation of non-public development banks of listed companies and whether there is a bypass to the supervision of strategic investors in combination with the establishment time, main business and ownership structure; (3) In the case of a high proportion of pledge by the actual controller of the company, the rationality of the offering object's participation in the subscription, the source of subscription funds, whether there are external raising, holding on behalf of others, structured arrangements, or direct or indirect use of the funds of the listed company and its related parties for this subscription; (4) Whether the offering object and its persons acting in concert and related parties with control relationship promise that there will be no reduction or reduction plan from 6 months before the pricing benchmark date to 6 months after the completion of the offering. If not, please issue a commitment and disclose it. The recommendation institution and lawyers are invited to give verification opinions. reply:
1、 The resolution of the board of directors of the non-public offering and the subscription agreement signed between the issuer and the issuing object have specified the number or range of shares subscribed by the issuing object, which is in line with the verification stipulated in Articles 10 and 11 of the detailed rules for the implementation of non public offering of shares by listed companies
(I) the resolution of the board of directors of this non-public offering and the subscription agreement signed between the issuer and the issuing object
1. Resolutions of the board of directors and contents of the subscription agreement
The resolution of the board of directors of this non-public offering and the subscription agreement signed between the issuer and the issuing object have defined the number or range of shares subscribed by the issuing object, as follows:
On April 6, 2021, the fifth meeting of Zhejiang Huatie Emergency Equipment Science & Technology Co.Ltd(603300) the Fourth Board of directors deliberated and adopted various proposals related to the issuer's non-public offering of shares, such as the proposal on the company's non-public offering of shares in 2021, the proposal on the company's non-public offering of shares in 2021, the proposal on the company's non-public offering of shares in 2021, the proposal on the signing of conditional and effective share subscription agreement between the company and Zhejiang Huatie Bumblebee Holding Co., Ltd, And made a resolution of the board of directors to clarify that the number of shares issued in this non-public offering shall not exceed 87591240 shares (including this number), all of which shall be subscribed by Bumblebee holdings.
The subscription agreement for non-public offering shares with conditional effect between the company and Zhejiang Huatie Bumblebee Holding Co., Ltd. mainly stipulates as follows:
"(I) agreement subject and signing time
Party A: Zhejiang Huatie Emergency Equipment Science & Technology Co.Ltd(603300)
Party B: Zhejiang Huatie Bumblebee Holding Co., Ltd
Signed on: April 6, 2021
(II) subscription quantity
The number of shares in this non-public offering shall not exceed 87591240 shares (including this number), all of which shall be subscribed by Party B. The upper limit of the number of shares issued shall not exceed 30% of the total share capital of Party A before this non-public offering. The final number of shares issued shall be subject to the number of shares approved by the CSRC.
If Party A's shares have ex right and ex interest matters such as dividend distribution, share distribution, conversion of capital reserve into share capital from the pricing benchmark date of this non-public offering to the issuance date agreed in this agreement, or the total share capital of Party A changes due to share repurchase, equity incentive plan and other matters, the issuance price of this non-public offering will be adjusted accordingly. The upper limit of the number of shares in this non-public offering will be adjusted accordingly.
(III) subscription method, subscription price and payment method
1. Subscription method: Party B intends to subscribe for the shares of Party A's non-public offering in cash.
2. Subscription price: the pricing benchmark date of this non-public offering is the announcement date of the resolution of the fifth meeting of the Fourth Board of directors of Party A (i.e. April 7, 2021). The issuing price of the non-public offering is 6.85 yuan / share, which is 80% of the average trading price of Party A's shares 20 trading days before the pricing base date (excluding the pricing base date, the same below) (the average trading price of shares 20 trading days before the pricing base date = the total trading volume of shares 20 trading days before the pricing base date / the total trading volume of shares 20 trading days before the pricing base date).
If Party A's shares have ex rights and ex interests matters such as dividend distribution, share distribution, conversion of capital reserve into share capital from the pricing benchmark date to the issuance date, or the total share capital of Party A changes due to share repurchase, equity incentive plan and other matters, the issuance price of this non-public offering will be adjusted accordingly.
3. Payment method: After Party A's non-public offering is officially approved by the CSRC and Party A and / or the lead underwriter hired by Party A for the non-public offering issue a payment notice, Party B shall, according to the requirements of the payment notice, transfer the subscription funds in cash to the account specially established by the sponsor (lead underwriter) for the non-public offering at one time before the payment date determined in the notice. The above subscription funds shall be transferred to Party A's special storage account for raised funds after the capital verification and relevant expenses are deducted by the accounting firm hired by Party A. 4. Other terms of this non-public offering:
(1) Arrangement of restricted sale period: Party B promises that after the completion of this offering, the shares subscribed by Party A for this non-public offering shall not be transferred within 18 months from the date of the end of this offering. The shares obtained by Party B based on this non-public offering due to the distribution of stock dividends and the conversion of capital reserve into share capital shall also comply with the above-mentioned share restriction arrangement. If the China Securities Regulatory Commission, Shanghai Stock Exchange and other regulatory authorities subsequently revise the provisions on the restricted period of non-public offering of shares, the restricted period of non-public offering of shares shall be determined in accordance with the revised provisions.
(2) Issuance method and time: this issuance adopts the method of non-public issuance, and issues shares to specific objects at an appropriate time within 12 months after the approval of the CSRC.
(IV) effectiveness of this Agreement
This agreement is established on the date when the legal representatives or their authorized representatives of both parties sign and affix their official seals, and takes effect from the date when all the following conditions are met:
1. The board of directors and the general meeting of shareholders of Party A approve the non-public offering plan and all matters related to the non-public offering;
2. The CSRC approves Party A's application for this non-public offering.
After the above conditions are met, the date on which the last condition is met shall be the effective date of the agreement.
(V) alteration, cancellation and termination of this Agreement
……
(VI) liability for breach of contract and security deposit
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2. Ex rights and ex interests
As of the signing date of the reply to this opinion, the issuer's proposed ex right and ex interest matters are as follows:
According to the announcement of Zhejiang Huatie Emergency Equipment Science & Technology Co.Ltd(603300) on the profit distribution plan of 2021, the company held the 24th Meeting of the 4th board of directors and the 25th meeting of the 4th board of supervisors on March 25, 2022, deliberated and adopted the proposal on repurchase and cancellation of some restricted shares granted but not removed, It is agreed to repurchase and cancel 106000 restricted shares that have been granted to some incentive objects of the company's 2020 restricted stock incentive plan but have not been lifted. After this repurchase and cancellation, the total share capital of the company will be reduced from 901952505 shares to 901846505 shares.
After deliberation at the 23rd Meeting of the 4th board of directors, the company plans to distribute profits and increase share capital based on the total share capital registered on the equity registration date of equity distribution in 2021. The scheme of profit distribution and capital reserve converted into share capital is as follows: ① the company plans to distribute cash dividend of 1.27 yuan (including tax) to all shareholders for every 10 shares. Based on the total share capital of 901846505 shares after repurchase and cancellation, a total cash dividend of 1145345 million yuan (including tax) is proposed to be distributed. The company's cash dividends accounted for 22.99% of the net profit attributable to the shareholders of the parent company in the consolidated statements this year. ② The company plans to increase 4 shares with capital reserve for every 10 shares to all shareholders. Based on the total share capital of 901846505 shares after repurchase and cancellation, the total share capital of the company is 1262585107 shares after this increase. According to the non-public development bank share subscription agreement on Zhejiang Huatie Emergency Equipment Science & Technology Co.Ltd(603300) and Zhejiang Huatie Bumblebee Holding Co., Ltd., if the issuer's shares have ex right and ex interest matters such as dividend distribution, share distribution, conversion of capital reserve into share capital from the pricing base date of this non-public offering to the issuance date agreed in this agreement, or the total share capital of the issuer changes due to share repurchase, equity incentive plan and other matters, Then the issue price of this non-public offering will be adjusted accordingly. The upper limit of the number of shares in this non-public offering will be adjusted accordingly.
The resolution of the board of directors of this non-public offering and the subscription agreement signed between the issuer and the issuing object have defined the number or range of shares subscribed by the issuing object.
(II) this non-public offering complies with the provisions of Articles 10 and 11 of the detailed rules for the implementation of non public offering of shares by listed companies
1. This non-public offering complies with Article 10 of the detailed rules for the implementation of non public offering of shares by listed companies
Article 10 of the detailed rules for the implementation of non-public offering of shares by listed companies stipulates: "when a listed company applies for non-public offering of shares, it shall convene the board of directors and shareholders' meeting in accordance with the relevant provisions of the measures for the administration of securities issuance, and disclose information in a timely manner in accordance with the provisions".
On April 6, 2021, Zhejiang Huatie Emergency Equipment Science & Technology Co.Ltd(603300) the 5th meeting of the 4th board of directors deliberated and approved the proposal on the company's compliance with the conditions for non-public offering of shares, the proposal on the company's plan for non-public offering of shares in 2021, the proposal on the feasibility report on the use of funds raised by non-public offering of shares in 2021, and the proposal on the signing of a conditional and effective share subscription agreement between the company and Zhejiang Huatie Bumblebee Holding Co., Ltd Proposal on the company's 2021 non-public Development Bank shares involving related party transactions, proposal on the report on the use of the company's previous raised funds, proposal on the company's 2021 non-public Development Bank diluted immediate return and filling measures, and proposal on the company's establishment of a special account for the raised funds from non-public offering of shares in 2021 The proposal on requesting the general meeting of shareholders to authorize the board of directors to handle matters related to non-public offering of shares in 2021, the proposal on formulating the company's shareholder dividend return plan for the next three years (20212023), and other proposals related to the issuer's non-public offering of shares.
On April 7, 2021, Zhejiang Huatie Emergency Equipment Science & Technology Co.Ltd(603300) announced the announcement of the resolution of the fifth meeting of the Fourth Board of directors of Zhejiang Huatie Emergency Equipment Science & Technology Co.Ltd(603300) on the Shanghai Securities Journal and the website of Shanghai Stock Exchange, the announcement of Zhejiang Huatie Emergency Equipment Science & Technology Co.Ltd(603300) on signing the conditional share subscription agreement with specific objects, the announcement of Zhejiang Huatie Emergency Equipment Science & Technology Co.Ltd(603300) on the non-public offering of shares involving related party transactions, and the notice of Zhejiang Huatie Emergency Equipment Science & Technology Co.Ltd(603300) on convening the second extraordinary general meeting of shareholders in 2021, Inform shareholders to convene the second extraordinary general meeting of shareholders in 2021 on April 22, 2021 to consider matters related to this non-public offering.
On April 22, 2021, Zhejiang Huatie Emergency Equipment Science & Technology Co.Ltd(603300) the second extraordinary general meeting of shareholders in 2021 considered and adopted the above-mentioned proposals related to the non-public offering by means of on-site meeting and online voting.
On March 21, 2022, the 22nd Meeting of Zhejiang Huatie Emergency Equipment Science & Technology Co.Ltd(603300) the 4th board of directors deliberated and adopted the proposal on the extension of the validity period of the company's resolution on non-public offering of shares in 2021 and the proposal on requesting the general meeting of shareholders to extend the authorization of the board of directors to handle matters related to this non-public offering of shares, and announced the relevant resolutions of the board of directors on Shanghai Securities News and the website of Shanghai Stock Exchange.
On April 6, 2022, Zhejiang Huatie Emergency Equipment Science & Technology Co.Ltd(603300) the third extraordinary general meeting of shareholders in 2022 deliberated and adopted the
