Zhongjuxin Technology Co., Ltd
(room 857, building 3, Southeast times city, Quzhou City, Zhejiang Province)
About zhongjuxin Technology Co., Ltd
Reply to the inquiry letter on the examination of the application documents for initial public offering and listing on the science and Innovation Board
Sponsor (lead underwriter)
689 Guangdong Road, Shanghai
April, 2002
Shanghai Stock Exchange:
According to the requirements of the examination and inquiry letter on the application documents of zhongjuxin Technology Co., Ltd. for initial public offering and listing on the science and Innovation Board (szkss [2022] No. 51) (hereinafter referred to as the “examination and inquiry letter”), Zhongjuxin Technology Co., Ltd. (hereinafter referred to as “the company”, “zhongjuxin” or “the issuer”) together with Haitong Securities Company Limited(600837) (hereinafter referred to as “the sponsor”), Tianjian Certified Public Accountants (special general partnership) (hereinafter referred to as “the accountant”, “the reporting accountant”), Beijing Deheng Law Firm (hereinafter referred to as “the lawyer” and “the issuer’s lawyer”) and other intermediaries, According to the requirements of your institute, we have carefully studied the problems raised in the audit inquiry, and now explain them one by one. Please review them.
explain:
1、 Unless otherwise specified, the definitions of abbreviations or terms in this reply report are the same as those in the prospectus (declaration draft).
2、 The font in this reply report represents the following meanings:
The questions listed in the inquiry letter are in bold (BOLD)
Responses to the questions listed in the inquiry letter (not bold)
Amendments and supplements to the prospectus (BOLD)
3、 In this reply report, if the mantissa of the total count is inconsistent with the mantissa of the sum of the listed values, it is caused by rounding.
catalogue
1. About the determination of the actual controller 32. About R & D expenses 813. Related party transactions and independence 1134. About the progressiveness of the company’s products and technologies 1335. About technology and patent research and development 1706. About subsidiaries 1887. About long-term assets 2018. About agent sales 2139. About inventory 22710. Analysis on income, cost and gross profit margin 23611. About taxes 26412. About cash flow 26913. About goodwill 27414. About environmental protection 28815. About the establishment and shareholders of the company 30216. About assets from listed companies 31117. About raised investment projects 32618. Information disclosure 34119. Others 354 general opinions of the sponsor three hundred and seventy-eight
1. Identification of actual controller
According to the application materials: (1) the issuer has no controlling shareholder or actual controller Zhejiang Juhua Co.Ltd(600160) and industrial investment fund are the largest shareholders, holding 351999% of the shares of the issuer respectively, and there is no concerted action relationship; (2) Chen Gang is a director nominated by Hengxin enterprise, an employee stock holding platform. Before the establishment of the issuer, he has been working in Juhua Group and its controlled companies. The sources of capital contribution of Hengxin enterprise partners include borrowing from banks and third parties. Some senior executives and all core technicians of the company worked in Zhejiang Juhua Co.Ltd(600160) and its subsidiaries before the establishment of the issuer; (3) Zhejiang Juhua Co.Ltd(600160) has a gambling agreement with other shareholders, which stipulates that Zhejiang Juhua Co.Ltd(600160) has the right to recommend managers and financial principals, as well as agreements on repurchase right, joint sale right and other agreements that may lead to changes in the company’s control. When establishing Borui electronics and Borui commerce, the terms of dominance were agreed: “when the shareholding ratio of Juhua Group is no longer the first in the company or the chairman and general manager of zhongjuxin are no longer recommended by Juhua Group… Central nitrate has the right to exercise the selling option”; (4) Zhejiang Juhua Co.Ltd(600160) is mainly engaged in fluorine chemical related business, which is similar to the company’s business. The issuer does not belong to the holding subsidiary of Zhejiang Juhua Co.Ltd(600160) , so the relevant provisions on spin off and listing are not applicable; (5) Zhejiang Juhua Co.Ltd(600160) or industrial investment fund does not rule out increasing the shareholding ratio through the secondary market, agreement transfer, subscription of additional shares issued by the issuer, etc., 12 months after the issuer’s listing, resulting in changes in the corporate governance structure, which may have an adverse impact on the stability of operation and performance.
The issuer is requested to explain: (1) the operation of the three meetings of the company since its establishment, the decision-making mechanism and process of major issues, the proposals of the shareholders’ meeting and the board of directors, including the main contents of the proposal, the proposer, participants and voting, the participation and specific methods of major shareholders in business decision-making, whether there is a settlement mechanism for differences of opinions among shareholders, and there is no impact of the actual controller on the stability of the company’s production and operation, Whether there may be “company deadlock” and countermeasures; (2) Whether the share capital of the partners of the ESOP platform comes from Zhejiang Juhua Co.Ltd(600160) and its related parties, whether Zhejiang Juhua Co.Ltd(600160) directly or indirectly controls Hengxin enterprise and actually nominates Chen Gang as the director of the company, and whether Zhejiang Juhua Co.Ltd(600160) can substantially control the board of directors. The specific responsibilities of the company’s senior executives and core technicians, the names of the heads of each core department and their resumes before employment, whether they have served in Zhejiang Juhua Co.Ltd(600160) and its related parties, and whether Zhejiang Juhua Co.Ltd(600160) controls the company’s management and has a significant impact on daily business decisions; (3) Zhejiang Juhua Co.Ltd(600160) the reason and rationality of signing the gambling agreement, whether the current non execution of the gambling agreement leads to the change of the company’s control, and whether it constitutes a material obstacle to this issuance. The background and reasons for agreeing the terms of control with the joint venture party, and whether Juhua Group actually undertakes the responsibility of the actual controller and carries out business in the name of the actual controller; (4) List the main business of Juhua Group and its controlled enterprises, whether the relevant products and services are the same or similar to those of the issuer, and whether there is a situation of evading the regulatory requirements of horizontal competition by determining that there is no actual controller. Whether the issue is essentially a spin off listing, whether there is a situation of evading the rules for the spin off of listed companies (Trial), and analyze whether the issuer meets the conditions and requirements for spin off listing item by item; (5) Zhejiang Juhua Co.Ltd(600160) and the specific plan of the industrial investment fund for the shareholding and control of the company in the future, whether there are other arrangements, and how to ensure the stability of the company’s control structure, corporate governance and production and operation.
The sponsor and the issuer’s lawyers are requested to: (1) verify the above matters, and fully demonstrate whether Zhejiang Juhua Co.Ltd(600160) is the actual controller of the company in combination with the above situation and the specific provisions of the articles of association and the agreement, and give clear opinions on whether Zhejiang Juhua Co.Ltd(600160) is the actual controller of the company in accordance with the principle of substance over form; (2) In combination with question 10 of the stock issuance and listing examination and answer (II) of the exchange, explain whether the issuer’s liquidation of the gambling agreement meets the requirements.
The recommendation institution and the reporting accountant are requested to analyze and determine whether Zhejiang Juhua Co.Ltd(600160) does not control the issuer’s compliance with the relevant requirements of the accounting standards for business enterprises, and express clear opinions.
reply:
1、 Issuer description
(I) the operation of the three meetings of the company since its establishment, the decision-making mechanism and process of major issues, the proposals of the shareholders’ meeting and the board of directors, including the main contents of the proposal, the proposer, participants and voting, the participation of major shareholders in business decision-making and specific methods, whether there is a settlement mechanism for differences of opinion among shareholders, and the impact of no actual controller on the stability of the company’s production and operation, Whether there may be “company deadlock” and Countermeasures
1. Operation of the three sessions of the company since its establishment
Since its establishment, the company has held 20 meetings of the board of directors, 6 meetings of the board of supervisors and 17 meetings of shareholders (general meeting). The details are as follows:
(1) Limited company stage
① Operation of the board of directors
Time of the first session of the preface meeting name of the proposal main content of the proposal voting of the proponents
number
The first proposal of the board of directors on the election of the chairman of the company elects Tong Jihong as the chairman of zhongjuxin Co., Ltd. Zhejiang Juhua Co.Ltd(600160) Tong Jihong and Yang Zheng unanimously passed the proposal on the appointment of the general manager of the company at the first meeting of the 1st session on December 21, 2017, and appointed Chen Gang as the general manager of zhongjuxin Co., Ltd. Zhejiang Juhua Co.Ltd(600160) fan, Liu Yunhua All directors unanimously passed the proposal on appointing the financial director of the company, and appointed Sun Lin as the financial director of zhongjuxin Co., Ltd. Zhejiang Juhua Co.Ltd(600160) Hao Yiyang, all directors of topaz, and Han Chen
On April 2, 2018, the company plans to participate in the public delisting to acquire 100% shares of Borui Electronic Technology Co., Ltd. at the second session of the second session of Zhejiang Tong Jihong, Yang Zhengtong Jihong and Liu Yunhua. The company plans to participate in the public delisting to acquire the above-mentioned Kaisheng fluorochemical chairman fan, Liu Yunhua and avoid voting, Other directors’ deliberation rights were unanimously approved by Hao Yiyang and Topaz with 100% equity of Zhejiang Kaisheng fluorochemical Co., Ltd. and Borui electronics
Motion of 100% equity min, Han Chen
About Zhejiang Borui Electronic Technology Co., Ltd. Borui electronics plans to establish Tong Jihong and Yang Zheng with Japan Central nitrate Co., Ltd
The first board of directors and Japan Central nitrate Co., Ltd. established a Sino foreign joint venture to carry out the electronic special gas tungsten hexafluoride project. The general manager fan, Liu Yunhua and all directors unanimously approved the proposal of the third meeting of the third session of the third session of the third session of the third session of the third session of the third session of the third session of the third session of the board of directors on June 26, 2018 for the joint venture to carry out C1 project, Hao Yiyang and Huang Yu
On the establishment of China Giant core technology Co., Ltd., the general manager min and Han Chen of China Giant core technology Co., Ltd. plan to set up a branch in Shanghai, and all directors unanimously passed the proposal of the overseas branch
With regard to the company’s main work objectives in 2018, the company formulated the main work objectives in 2018, and formulated the key work contents Tong Jihong and Yang Zheng around the proposal objectives of the first bid of the board of directors and key work unanimously adopted by the general manager and all directors
On December 24, 2018, the 4th meeting of the 4th CPC National Congress proposed that the company’s 2018 financial budget party formulate the 2018 financial budget plan. General manager fan, Liu Yunhua and all directors unanimously passed the proposal. Hao Yiyang and Huang Yu
The proposal on the election of the vice chairman of the company was recommended by the industrial investment fund, and Mr. Yang Zhengfan was elected as the vice chairman of the first board of directors of China Industrial Investment min and Han Chen
Time of the first session of the preface meeting name of the proposal main content of the proposal voting of the proponents
number
The proposal on the appointment of the company’s deputy general manager was nominated by the company’s general manager Chen Gang and recommended to appoint he huilongxian, general manager. All directors unanimously approved Mr. Sheng and Mr. Zhang Xueliang as the company’s deputy general manager
About the implementation of F1 project of Zhejiang Borui Electronic Technology Co., Ltd
