Beijing Lier High-Temperature Materials Co.Ltd(002392) and AVIC Securities Co., Ltd
Reply to feedback on application documents for non-public offering of shares
(Revised Version)
China Securities Regulatory Commission:
The notice of the CSRC on the first feedback on the examination of administrative licensing projects (No. 212558) (hereinafter referred to as the "feedback") issued by your commission on October 19, 2021 has been received. Beijing Lier High-Temperature Materials Co.Ltd(002392) (hereinafter referred to as the "company", "002392}", "applicant" or "issuer") has worked with AVIC Securities Co., Ltd. (hereinafter referred to as the "sponsor"), Beijing Junzhi law firm (hereinafter referred to as the "lawyer"), Daxin Certified Public Accountants (special general partnership) (hereinafter referred to as the "accountant") and other relevant parties in the spirit of diligence Based on the principle of honesty and trustworthiness, the problems raised in the feedback were carefully discussed, verified and implemented one by one, and the replies were explained one by one. The specific reply is attached, please review.
explain:
1. Unless otherwise specified, the abbreviations or terms used in this reply are consistent with the due diligence report; 2. The feedback needs to supplement the disclosure contents, and the application documents have been modified and marked in bold italics;
3. In this reply, if the mantissa of the total is inconsistent with the mantissa of the total of the listed values, it is caused by rounding.
catalogue
Question 1 3 question 2 4 question 3 10 question 4 15 question 5 23 question 6 33 question 7 42 question 8 55 question 9 sixty-two
Question one
1. Whether Mr. Zhao Jizeng has any reduction or reduction plan from six months before the pricing benchmark date to six months after the completion of this offering; if so, express clear opinions on whether such circumstances violate Article 44 of the securities law and the relevant provisions of the measures for the administration of securities issuance of listed companies; If not, please issue a commitment and make public disclosure. The recommendation institution and lawyers are invited to give verification opinions.
[reply]
1、 Does Mr. Zhao Jizeng have any reduction or reduction plan from six months before the pricing benchmark date to six months after the completion of this offering
As of the issuance date of this feedback, the controlling shareholder Zhao Jizeng directly held 287183872 shares of the issuer, accounting for 24.12% of the total shares of the issuer.
The controlling shareholder Zhao Jizeng has no reduction or reduction plan from six months before the pricing benchmark date (August 17, 2021) to six months after the completion of this offering.
2、 Commitment and public disclosure issued by the subscriber
Mr. Zhao Jizeng has issued a commitment that he will not reduce the shares of the issuer held by him or arrange any reduction plan within six months from the date of issuance of the commitment to the completion of this offering. If I violate the above commitments and reduce my holdings, I promise that all the proceeds from the reduction will belong to Beijing Lier High-Temperature Materials Co.Ltd(002392) and bear the legal liabilities arising therefrom according to law. Meanwhile, Mr. Zhao Jizeng promised that he had not reduced his Beijing Lier High-Temperature Materials Co.Ltd(002392) shares from six months before the pricing benchmark date of non-public offering of A-Shares in Beijing Lier High-Temperature Materials Co.Ltd(002392) 2021 (August 17, 2021) to the date of issuance of this commitment.
The above arrangements do not violate Article 44 of the securities law and the relevant provisions of the measures for the administration of securities issuance by listed companies. The issuer has publicly disclosed the above commitments on the website of Shenzhen Stock Exchange. For details, see Beijing Lier High-Temperature Materials Co.Ltd(002392) announcement on the commitment of non-public Development Bank's stock controlling shareholders not to reduce the company's shares in a specific period (Announcement No.: 2021-070).
3、 Verification procedures and opinions of intermediary institutions
(I) verification procedure and process
1. Obtained and consulted the commitment not to reduce Beijing Lier High-Temperature Materials Co.Ltd(002392) shares in a specific period issued by the controlling shareholder Zhao Jizeng on the reduction;
2. Consulted the public information disclosure documents of listed companies and searched the share change section of Dong Jiangao and relevant personnel on the website of Shenzhen Stock Exchange;
3. Obtained the register of shareholders and other documents.
(II) verification opinions
After verification, the sponsor and the issuer's lawyer believe that:
Mr. Zhao Jizeng has no reduction or reduction plan from six months before the pricing benchmark date to six months after the completion of this offering. He has issued relevant commitments and disclosed that there is no reduction or reduction plan. Under the above circumstances, there is no violation of Article 44 of the securities law and the relevant provisions of the measures for the administration of securities issuance of listed companies.
Question two
2. Liaoning Lear magnesium synthetic materials Co., Ltd., a subsidiary of the applicant, was sentenced to the crime of illegal occupation of agricultural land in 2019. The applicant is requested to add: (1) further explain whether it belongs to "other circumstances that seriously damage the legitimate rights and interests of investors and social and public interests" stipulated in Article 39 of the measures for the administration of securities issuance of listed companies; (2) Disclose the contents of the judgment (3) supplement the performance of the judgment. The recommendation institution and lawyers are invited to give verification opinions.
[reply]
1、 Further explain whether it belongs to "other circumstances that seriously damage the legitimate rights and interests of investors and social and public interests" stipulated in Article 39 of the measures for the administration of securities issuance of listed companies
The criminal punishment does not constitute a situation that seriously damages the legitimate rights and interests of investors and social public interests, violates the conditions for non-public offering of shares, and constitutes an obstacle to this non-public offering. The basis is as follows:
According to Article 39 of the measures for the administration of securities issuance by listed companies, "a listed company shall not issue shares in private under any of the following circumstances:... (VII) other circumstances that seriously damage the legitimate rights and interests of investors and social and public interests."
According to question 4 of the answers to some questions on refinancing business (revised in June 2020) of the CSRC, "For mainboard (small and medium board) The "other circumstances seriously damaging the legitimate rights and interests of investors and the social and public interests" stipulated in the conditions for the issuance of non-public shares and non-public preferred shares by the issuer shall be comprehensively judged according to the nature of the behavior, the degree of subjective malignancy, social impact and other specific circumstances. If the relevant illegal acts cause serious environmental pollution, heavy casualties and bad social impact, in principle, they shall be regarded as illegal acts that seriously damage the legitimate rights and interests of investors and the social and public interests. "
1. In terms of the nature of the act, before being subjected to criminal punishment, Liaoning Lear has signed an agreement with the administrative organ on the project land and paid the land transfer deposit and filing fee, which is significantly different from the situation of not paying the fee and deliberately concealing the occupation of agricultural land; At the same time, Liaoning lil and Dong Yisheng were sentenced to relatively light penalties and were not identified as serious cases
On June 30, 2013, the people's Government of pailou town, Haicheng City, Liaoning Province (hereinafter referred to as the "people's Government of pailou town"), Beijing Lier High-Temperature Materials Co.Ltd(002392) and the people's Government of Haicheng City, Liaoning Province (hereinafter referred to as the "people's Government of Haicheng City") signed the land use service agreement for enterprises settled in Haicheng MAGNESITE Products Industrial Park, It is agreed that Beijing Lier High-Temperature Materials Co.Ltd(002392) will invest in the construction of Beijing Lier High-Temperature Materials Co.Ltd(002392) magnesium material base in the Daijia Industrial Park of Haicheng MAGNESITE Products Industrial Park, pay the land transfer deposit according to the agreement, and the people's Government of pailou town will be responsible for handling the relevant forest land acquisition procedures in the project land and bear all expenses, Pailou town people's government and Haicheng City People's government are responsible for adjusting all the project land to state-owned industrial construction land.
On August 2, 2019, Haicheng ZTE magnesium synthetic material Co., Ltd. (now renamed "Liaoning Lear magnesium synthetic material Co., Ltd.", hereinafter referred to as "Haicheng ZTE synthetic" or "Liaoning Lear") and its project leader Dong Yisheng were sentenced to criminal punishment by Haicheng people's court for the crime of illegal occupation of agricultural land.
Before the criminal judgment, Liaoning Lear signed an agreement with the administrative organ on the occupation of agricultural land, and has paid all the land transfer deposit and another filing fee of 44212470 yuan according to the 140 yuan / m2 agreed in the agreement. In terms of the nature of behavior, it is significantly different from the situation of unpaid fees and deliberately concealing the occupation of agricultural land.
According to Article 342 of the criminal law of the people's Republic of China (2017 Amendment) in force at that time, whoever, in violation of land management laws and regulations, illegally occupies agricultural land such as cultivated land and forest land, changes the use of the occupied land in a large amount, resulting in massive destruction of agricultural land such as cultivated land and forest land, shall be sentenced to fixed-term imprisonment of not more than five years or criminal detention and shall also, or shall only, be fined. At the same time, articles 5 and 52 of the law stipulate that the severity of punishment shall be commensurate with the crimes committed and the criminal responsibility borne by criminals; In imposing a fine, the amount of the fine shall be determined according to the circumstances of the crime.
Liaoning Lear and Dong Yisheng, the person in charge of the construction project, were only fined 30000 yuan respectively, and Dong Yisheng was sentenced to probation. From the judgment results, the penalty was relatively light, and the people's court did not determine that the criminal circumstances of Liaoning Lear and Dong Yisheng were serious.
In addition, the people's Government of Haicheng City, the natural resources bureau of Haicheng City and the people's Government of pailou town respectively issued instructions and confirmed as follows: (1) the entry of Haicheng ZTE synthesis into the magnesite products industrial park has a driving effect on the local economic development of Haicheng; (2) The people's Government of Haicheng City and the people's Government of pailou town are responsible for the requisition of forest land and the adjustment of land to state-owned industrial construction land; (3) The municipal and town governments and the natural resources bureau of Haicheng will not punish, withdraw the administrative license or other treatment on the occupation of agricultural land by Haicheng ZTE; (4) No forest land obligee claimed civil liability against Haicheng ZTE synthesis from the municipal and town governments and Haicheng Natural Resources Bureau, or requested administrative punishment against Haicheng ZTE synthesis; (5) The municipal government will not require Haicheng ZTE synthesis to relocate, but can continue to produce and operate at the original site; (6) The municipal government and relevant competent departments are actively going through the formalities for forest land in accordance with the approval process.
The people's Government of pailou town further issued the "certificate" and believed that the above circumstances did not belong to major violations of laws and regulations, nor did they seriously damage the legitimate rights and interests of investors and the interests of the public.
2. In terms of subjective malignancy, the administrative organ collected the land transfer deposit and filing fee paid by Liaoning lear. Liaoning Lear occupied agricultural land based on its trust in the administrative organ to complete the land transfer procedures in a short time, and has been cooperating with the administrative organ to handle the land transfer procedures, with less subjective malignancy
Based on the trust in the administrative organ to complete the land transfer procedures in a short time, Liaoning Lear has paid all the land transfer deposit and paid a total filing fee of 44212470 yuan in accordance with the agreement.
Although pailou town people's government and Haicheng Municipal People's government have been unable to fully perform the contents agreed in the agreement, Liaoning Lear has been cooperating with the administrative organ in handling the land transfer procedures after signing the above agreement with the administrative organ. According to the information provided by the company and the interview with relevant personnel of Liaoning Lear, at present, Liaoning Lear has entrusted Liaoning MaoYuan forest asset price evaluation Co., Ltd. to prepare the forest land use report. After receiving the report, Haicheng Natural Resources Bureau will go through the forest land use approval formalities for Liaoning Lear, and then the relevant departments will organize the bidding, auction and listing procedures of the overall land of the project.
According to the certificate issued by the people's Government of pailou town, there is no obstacle to handling the land use right certificate at present, and the formalities for transferring the project land use right to Liaoning Lear are being actively promoted in accordance with the relevant application process.
Liaoning Lear's trust in the administrative organ to complete the land transfer procedures in a short time has led to the objective situation of occupying agricultural land, and the administrative organ has received the land transfer deposit and filing fee paid by Liaoning lear. Although the administrative organ has failed to fully perform the contents of the agreement, Liaoning lear has always cooperated with the administrative organ to handle the land transfer procedures, Subjective malignancy is small.
3. In terms of social impact, the illegal occupation of agricultural land in Lear, Liaoning Province has not seriously damaged the legitimate rights and interests of investors and social public interests
Liaoning Lear is a secondary subsidiary of Beijing Lier High-Temperature Materials Co.Ltd(002392) and has independent legal personality. It independently bears legal liability to the outside world, Beijing Lier High-Temperature Materials Co.Ltd(002392) is liable to Liaoning lear to the extent of its subscribed capital contribution. Liaoning Lear has paid a fine according to law, and the fine of 30000 yuan accounts for a small proportion of the issuer's overall operating income and net profit, which will not have a significant adverse impact on Beijing Lier High-Temperature Materials Co.Ltd(002392) financial status or overall production and operation. Before and after the criminal judgment, Liaoning Lear has been in normal production and operation, and the criminal judgment has not affected the legal existence and sustainable operation of Liaoning lear. According to the instructions issued by the people's Government of Haicheng City, the natural resources bureau of Haicheng City and the people's Government of pailou town, Liaoning Lear's entry into the magnesite products industrial park has a driving effect on the local economic development of Haicheng City. The municipal government will not require Liaoning lear to relocate and can continue to produce and operate at the original site.
Before occupying the forest land, the forest land owner did not make full use of the forest land. In the process of using the agricultural land, Haicheng ZTE synthesis has been in normal operation and construction, without group disputes or personal injury, and did not cause other major civil litigation and arbitration disputes due to the criminal punishment. After Liaoning Lear paid the land transfer deposit, it did not cause serious damage to the property rights and interests of the forest land obligee, that is, it did not cause serious damage to the property rights and interests of the public. In the process of using agricultural land, there is no group dispute or personal injury to forest land rights, that is, there is no damage to the personal rights and interests of the public.
According to the instructions issued by the people's Government of Haicheng City, the natural resources bureau of Haicheng City and the people's Government of pailou town, no forest land obligee claims civil liability against Haicheng ZTE synthesis or requires administrative punishment against Haicheng ZTE synthesis to the municipal and town governments and the natural resources bureau of Haicheng City.
Therefore, in terms of social impact, the illegal occupation of agricultural land in Lear, Liaoning province did not seriously damage the legitimate rights and interests of investors and social public interests, nor did it lead to serious environmental pollution, heavy casualties and bad social impact.
In conclusion, this criminal punishment does not constitute "other circumstances that seriously damage the legitimate rights and interests of investors and social and public interests" stipulated in Article 39 of the measures for the administration of securities issuance of listed companies.
2、 Disclosure of the content of the judgment
According to the criminal judgment (2019) Liao 0381 Xing Chu No. 260 issued by Haicheng people's court, the judgment contents are as follows:
After hearing, it was found that the defendant Haicheng Zhongxing magnesium synthetic material Co., Ltd. invested and built in Haicheng City
Factory. From April 2013 to 2017, the defendant Haicheng ZTE magnesium synthetic materials Co., Ltd. hired the defendant Dong Yisheng as the construction project leader. In the process of carrying out the production and construction project, it occupied the forest land without approval, and successively built electrofusion workshop, flotation workshop, suspension workshop, high-purity magnesium workshop and amorphous workshop. According to the appraisal of Fushun Liaodong forestry judicial appraisal office, the forest land occupied by the defendant Haicheng Zhongxing magnesium synthetic material Co., Ltd. belongs to the forest class 1, 2 and 10 of Nangou village, pailou town
