Stock abbreviation: Jiangsu Huahong Technology Co.Ltd(002645) Stock Code: Jiangsu Huahong Technology Co.Ltd(002645) Jiangsu Huahong Technology Co.Ltd(002645)
And
Shenwan Hongyuan Group Co.Ltd(000166) securities underwriting and recommendation Co., Ltd
About Jiangsu Huahong Technology Co.Ltd(002645)
Application documents for public issuance of convertible corporate bonds
Response to feedback
(Revised Version)
Sponsor (lead underwriter)
(room 2004, 20th floor, Dacheng International Building, No. 358, Beijing South Road, high tech Zone (new urban area), Urumqi, Xinjiang) April 2002
China Securities Regulatory Commission:
The notice of the CSRC on the first feedback on the examination of administrative licensing projects (No. 212154) (hereinafter referred to as the “feedback”) issued by your commission on August 27, 2021 has been received. According to the requirements of your feedback, Jiangsu Huahong Technology Co.Ltd(002645) (hereinafter referred to as ” Jiangsu Huahong Technology Co.Ltd(002645) ,” company “,” listed company “,” applicant “or” issuer “) and Shenwan Hongyuan Group Co.Ltd(000166) securities underwriting and recommendation Co., Ltd. (hereinafter referred to as” Shenwan Hongyuan Group Co.Ltd(000166) underwriting and recommendation “or” recommendation agency “), notary Tianye Certified Public Accountants (special general partnership) (hereinafter referred to as” accountant “and” notary Tianye “) Jiangsu century Tongren law firm (hereinafter referred to as “lawyer” and “century Tongren”) and Jiangsu Tianjian Huachen Asset Appraisal Co., Ltd. (hereinafter referred to as “appraiser” and “Tianjian Huachen”) and other intermediaries discussed the questions raised in the feedback, checked and expressed opinions on relevant matters.
The data in the 2021 annual report is supplemented and updated in this reply report as follows. Please review it. Unless otherwise specified in this feedback response document, the relevant terms and abbreviations have the same meanings as those in the prospectus for the public offering of convertible corporate bonds (draft application); For the data quoted in the reply to this feedback, if there is a difference between the sum of the total number and the number of sub items, or the mantissa after the decimal point is different from the original data, it is formed by the difference of the exact digits or rounding.
The font in this feedback reply represents the following meanings:
Questions listed in bold (BOLD) feedback
Song typeface reply to the questions listed in the feedback
Italics (BOLD): Based on the 2021 annual report, the amendments to this reply are listed in bold italics
catalogue
Question 1 3 question 2 10 question 3 16 question 4 22 question 5 26 question 6 32 question 7 38 question 8 42 question 9 60 question 10 65 question 11 69 question 12 104 question 13 114 question 14 129 question 15 144 question 16 162 question 17 one hundred and seventy-one
Question 1. According to the application materials, the shares pledged by the controlling shareholder and actual controller are 170826034 million shares, accounting for 29.32% of the total share capital of the applicant and 63.77% of the shares directly held by the applicant. The applicant is requested to explain how the company will avoid the risk of unstable control if the equity of the company’s controlling shareholder and actual controller is forced to close or pledged due to the sharp deterioration of the credit status and performance ability of the company’s controlling shareholder and actual controller, severe market fluctuations or other uncontrollable events. The recommendation institution and the lawyer of the applicant are requested to check the above matters and express clear opinions. reply:
1、 Credit status and performance ability of controlling shareholders and actual controllers, stock price of the company
(I) actual situation of controlling shareholder and pledgor
As of April 22, 2022, Huahong group, the controlling shareholder of the issuer, and Hu Shiyong, Hu Shiqing, Hu Shifa and Hu Shiqin, the actual controllers, directly held 238768900 shares of the company, accounting for 41.02% of the total share capital, of which 231292500 shares were pledged, accounting for 39.74% of the total share capital and 96.87% of the total shares of the company. The details of the relevant equity pledge are as follows:
The number of shares held by the pledgee and the proportion of the number of Pledged Shares in the term pledge type (10000 shares) (10000 shares) held by the pledgee
3,146.64 15.66% 2022.4.11
-2025.4.6
Jiangsu asset management 1084909 54.01% 2022.4.15 pledge Guarantee Co., Ltd. – 2025.4.6
Huahong group 2008846515996 25.69% 2022.4.20
-2025.4.6
China Agricultural Bank Of China Limited(601288) April 30, 2021-
932.78% and 4.64% of the company released the pledge guarantee Jiangyin branch
Subtotal 2008846 100.00% —
China Agricultural Bank Of China Limited(601288) April 30, 2021-
Hu Shiyong Co., Ltd. 201685148936 73.85% released the pledge guarantee Jiangyin branch
China Agricultural Bank Of China Limited(601288) April 30, 2021-
The date when Hu Shiqing Co., Ltd. released 100.00% of the pledge guarantee Jiangyin branch
China Agricultural Bank Of China Limited(601288) April 30, 2021-
The date when Hu Shifa Co., Ltd. released the pledge guarantee of Jiangyin branch at 775.71 and 775.71 100.00%
Hu Shiqin – 220.16 —-
Total 23876892312925 96.87% —
Note: the shares held by Hu Shiqin are not pledged.
1. Part pledged to asset management company
The share price performance of the company from January 2021 to April 22, 2022 is as follows:
Since the beginning of 2021, Jiangsu Huahong Technology Co.Ltd(002645) share price has maintained a steady upward trend. As of April 22, 2022, the closing price of Jiangsu Huahong Technology Co.Ltd(002645) shares was 17.03 yuan / share. Calculated by the closing price of 17.03 yuan / share on April 22, 2022, the coverage ratio of pledged shares of Huahong group is as follows:
Number of Pledged Shares of shareholders market value of pledged shares share compensation calculation
Name pledgee (10000 shares) (10000 yuan) base coverage ratio
(10000 yuan)
3,146.64 53,587.28
Huahong Jiangsu asset management 108490918476 Sichuan Jinlu Group Co.Ltd(000510) 0000 639.65% Group Co., Ltd
5,159.96 87,874.12
Note: 1. Market value of Pledged Shares = number of Pledged Shares × Closing price on April 22, 2022; 2. Coverage ratio = market value of Pledged Shares / calculation base of share compensation.
Based on the calculation of the average stock trading price of 20.47 yuan / share in the 60 trading days before April 22, 2022, the coverage ratio of Pledged Shares of Huahong group is as follows:
Number of Pledged Shares of shareholders market value of pledged shares share compensation calculation
Name pledgee (10000 shares) (10000 yuan) base coverage ratio
(10000 yuan)
3,146.64 64,411.72
Huahong Jiangsu asset management 1084909222080875100000 768.86% Group Co., Ltd
5,159.96 105624.38
Note: 1. Market value of Pledged Shares = number of Pledged Shares × The average price of the company’s shares in the 60 trading days before April 22, 2022; 2. Coverage ratio = market value of Pledged Shares / calculation base of share compensation.
Based on the calculation of the average stock trading price of 21.27 yuan / share in the 180 trading days before April 22, 2022, the coverage ratio of Pledged Shares of Huahong group is as follows:
Number of Pledged Shares of shareholders market value of pledged shares share compensation
Name pledgee (10000 shares) (10000 yuan) calculation base coverage ratio
(10000 yuan)
3,146.64 66,929.03
Huahong Jiangsu asset management 1084909230760145100000 798.90% Group Co., Ltd
5,159.96 109752.35
Note: 1. Market value of Pledged Shares = number of Pledged Shares × The average price of the company’s shares in the 180 trading days before April 22, 2022; 2. Coverage ratio = market value of Pledged Shares / calculation base of share compensation.
It can be seen that the market value of the equity pledged by Huahong group is much higher than the calculation base of share compensation, and the controlling shareholders are required to add stock pledge or the risk of compulsory disposal of shares is small. During the reporting period, Huahong group did not trigger the compulsory closing of positions, and the controlling shareholder of the company did not have any pledged shares due in the next year. Therefore, the risk that the controlling shareholders are required to supplement the pledge or the equity is forced to close the position is low, and the impact on the stability of the control of the listed company is also low.
2. Part pledged to the bank
Because the controlling shareholder of the issuer needs loans from the bank, the bank requires the controlling shareholder and the actual controller to provide credit enhancement measures, so the controlling shareholder and the actual controller of the issuer signed a pledge contract with Agricultural Bank Of China Limited(601288) Jiangyin branch, and there is no position closing line in the agreement, Contract agreement: “12.3 if the value of the pledged property listed in the appendix of this contract is abnormally reduced due to the behavior of the pledgor, the pledgor shall immediately stop its behavior and timely notify the Pledgee of the reduction of the value of the pledged property, restore the value of the pledged property within a reasonable period of time, or provide the pledgee with a property pledge equivalent to the reduced value or provide a guarantee recognized by the pledgee, and go through relevant evaluation, registration and other procedures.”
Pledge registration date: April 30, 2021 listed company shares
