Beijing Lier High-Temperature Materials Co.Ltd(002392) and AVIC Securities Co., Ltd
Reply to the second feedback on the application documents for non-public offering of shares
China Securities Regulatory Commission:
The notice of the CSRC on the second feedback on the examination of administrative licensing projects (No. 212558) (hereinafter referred to as the "second feedback") issued by your commission on December 3, 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 questions raised in the second 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.
Question one
1. On criminal offences of subsidiaries
The applicant's subsidiary, Liaoning Lear magnesium synthetic material Co., Ltd., was sentenced to the crime of illegal occupation of agricultural land in 2019. Haicheng Municipal People's government, Haicheng Municipal Bureau of natural resources and pailou town people's government issued instructions respectively, and pailou town people's government further issued a certificate, believing that the above circumstances are not major violations of laws and regulations, nor do they seriously damage the legitimate rights and interests of investors and the interests of the public.
The applicant is requested to explain: (1) the specific background and process of Liaoning Lear and its directly responsible person's criminal crime and being investigated and prosecuted, the reason and rationality of the applicant's subsidiaries and related personnel's criminal crime under the background of the introduction of the applicant's investment by the local government, and whether it reflects the nature and seriousness of their behavior; (2) Whether the operating performance of Liaoning Lear during the reporting period has an important impact on the applicant's main business income and profit, and whether it is in normal production and operation at present; (3) Production and operation of Liaoning Lear since 2019, whether it is still producing and operating at the original site, and whether the rectification of illegal occupation of agricultural land has been completed. If not, please explain the reasons and specific rectification plan; (4) Whether the illegal occupation of agricultural land in Liaoning Lear leads to major violations of laws and regulations related to housing construction, production safety and environmental protection; (5) Whether the relevant illegal acts lead to serious environmental pollution, heavy casualties or bad social impact, and whether the basis for considering that Liaoning Lear's criminal crime does not belong to "other circumstances that seriously damage the legitimate rights and interests of investors and the interests of the public" stipulated in Article 39 of the measures for the Administration of securities issuance of listed companies is sufficient; Whether the certificates issued by Haicheng municipal government and its relevant departments and towns are consistent with the judicial judgment and have legal effect; (6) Whether the above matters comply with the relevant provisions of the measures for the administration of securities issuance of listed companies and the answers to some questions on refinancing business, and whether they constitute a substantive obstacle to this non-public offering.
The sponsor and the applicant's lawyer shall explain the verification basis and process, and express clear verification opinions.
[reply]
1、 The specific background and process of Liaoning Lear and its directly responsible person's criminal crime and being investigated and prosecuted, the reasons and rationality of the applicant's subsidiaries and related personnel's criminal crime against the background of the local government's introduction of the applicant's investment, and whether it reflects the nature and seriousness of their behavior
(I) the specific background and process of Liaoning Lear and its direct responsible person's criminal crime and investigated public prosecution
1. Specific background
On June 30, 2013, the people's Government of pailou town (Party A), Beijing Lier High-Temperature Materials Co.Ltd(002392) (Party B) and the people's Government of Haicheng City (Party C) signed the land use service agreement for the enterprise project settled in Haicheng MAGNESITE Products Industrial Park (hereinafter referred to as the land use agreement), 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 Daijia Industrial Park of Haicheng MAGNESITE Products Industrial Park. The main terms related to land use right certificate and project construction are as follows:
Specific provisions of the agreement
Item 3, paragraph 2, Article 1: Party A shall be responsible for coordinating the transfer of construction land within the scope of project land to the Ministry of construction land
It shall be directly submitted to the government for approval in a volume (about 30000 square meters) and listed for transfer after the signing of this agreement
Obtain the state-owned land use certificate within six months; The rest of the non construction land shall be owned by Party A
With regard to land use, state-owned and Party C shall be responsible for all adjustments to state-owned industrial construction land, and before the end of December 2014,
The land use certificate shall be handled and the state-owned land use certificate shall be obtained.
Paragraph 1 of Article 5 of the agreement: Party A shall, in accordance with the provisions of paragraph 2 of Article 1 above, make an agreement for Party B
Handle the legal and valid use right certificate of the project land within the time limit, that is, the land use right certificate of the people's Republic of China
License.
Paragraph 3 of Article 5: Party A shall be responsible for handling the relevant forest land acquisition procedures in the project land and undertake
Bear all its expenses.
Item 1 of paragraph 3 of Article 1: Party B obtains the use right of state-owned land through bidding, auction and listing
After the agreement is signed and takes effect, Party B can carry out construction site leveling and enclosure construction on the project land
And construction preparation.
Paragraph 5 of Article 5 about site leveling: Party A is responsible for all planting and breeding on the project land
All facilities such as buildings and structures shall be removed at the expense of Party A.
Clause 6 of Article 5: Party A shall be responsible for all underground facilities (packages) within the underground scope of the project land
Including pipe network diversion, cultural relics, tombs, buried objects, etc.) shall be cleaned to make Party B construction and living
The property will not be affected, and the expenses shall be borne by Party A.
Item 2, paragraph 3, Article 1: the project shall be completed before the state-owned land use certificate of all project land is obtained
Approved by Party A and Party C; The method of construction before approval can be adopted for construction, and Party B can enter
In the comprehensive construction stage, there will be no violation punishment in any form.
If so,
Then:
(1) In case of various forms of illegal land inspection and inspection, resulting in project shutdown or illegal punishment
Party A and Party C shall be responsible for coordinating and solving such problems;
(2) In case of violation by relevant government departments such as development and reform, planning, land, environmental protection, justice, safety, etc
Party A and Party C shall be responsible for various forms of punishment caused by construction and illegal approval
As for the responsibility of construction before approval, coordinate relevant departments and solve them;
(3) Party A and Party C shall be responsible for all forms of economic losses such as fines and confiscations caused thereby
Commitment.
Item 3, paragraph 3, Article 1: Party A guarantees that the land can be used legally and is under construction
And during normal production and operation, there will be no containment, obstruction and interference in any form, if
Party A and Party C shall be responsible for solving the problems.
Clause 4 of Article 4: Party B's construction project must go through Haicheng city planning, land, environmental protection, etc
The examination and approval of the Department shall comply with relevant national laws and policies; However, with the approval of Party C, measures can be taken
It is carried out in the way of construction first and then approval, which will not lead to any form of illegal fines and confiscations.
Clause 1 of Article 7: Party C shall be responsible for coordinating with local and superior relevant departments to do a good job before the commencement of the project
All preparations for the construction period to ensure that all procedures required for the commencement of Party B's project are complete.
Paragraph 5 of Article 6: Party B must guarantee to complete this Agreement and settle in the park in Article 3
If the investment amount, investment intensity and construction plot ratio fail to meet the standards, or
The design period is too long (except for irresistible natural factors), and normal production cannot be guaranteed after completion
For other operations, Party A will regard them as idle land and has the right to punish them according to relevant laws and policies
Or unconditionally recover the land.
Clause 5 of Article 7: Party A's rights, responsibilities and obligations stipulated in this agreement cannot be complied with
During the performance of the agreement, Party C shall be responsible for undertaking this part of rights, responsibilities and obligations.
According to the above agreement, the local government has provided important commitments and guarantees for the issuer to invest in construction projects in Haicheng City, including assisting the issuer in site leveling, allowing the issuer to build first and then approve, and promising to complete all state-owned land use certificates for the issuer by the end of 2014. Based on the trust of the local government and the expected time to obtain the land use certificate, lier, Liaoning Province has carried out the illegal occupation of agricultural land.
When going through the formalities of forest land requisition, the competent department of the superior government found that the land use agreement signed between pailou town people's government and Haicheng City People's government and Beijing Lier High-Temperature Materials Co.Ltd(002392) did not comply with the provisions of laws and regulations, and the relevant responsible parties of the construction project should be punished according to law before promoting the handling of subsequent forest land use procedures, In order to handle the forest land formalities according to law, Liaoning Lear and Dong Yisheng were investigated by Haicheng Forest Public Security Department on suspicion of illegal occupation of agricultural land, and then prosecuted by Haicheng people's Procuratorate. Haicheng people's court made a judgment on illegal occupation of agricultural land. 2. Specific process
From April 2013 to 2017, Liaoning Lear hired Dong Yisheng as the person in charge of the construction project. In the process of carrying out the production and construction project, it has successively built electric melting workshop, flotation workshop, suspension workshop, high-purity magnesium workshop and amorphous workshop. When handling the forest land requisition procedures, the relevant responsible subjects of the construction project need to be punished according to law before the follow-up forest land change procedures can be promoted. In order to successfully complete the follow-up forest land change procedures, Liaoning Lear and Dong Yisheng were filed for investigation on suspicion of illegal occupation of agricultural land, and then prosecuted by the public prosecution organ.
The case has gone through four stages: filing for investigation, examination and prosecution, trial and execution of punishment. Due to the suspected illegal occupation of agricultural land (forest land), Liaoning Lear was criminally filed by Haicheng Forest Public Security Bureau. After the Haicheng people's Procuratorate filed a public prosecution, the public prosecution organ submitted relevant documentary evidence, witness testimony, defendant's confession and defense, expert opinion, inquest, inspection, identification, investigation and experiment records to Haicheng people's court, and considered that Liaoning Lear Dong Yisheng's behavior violated the provisions of article 342 of the criminal law of the people's Republic of China and constituted the crime of illegal occupation of agricultural land. The specific judgments are as follows: 1. The defendant Haicheng Zhongxing magnesium synthetic materials Co., Ltd. committed the crime of illegal occupation of agricultural land and was sentenced to a fine of 30000 yuan (paid). 2、 Dong Yisheng commits the crime of illegally occupying agricultural land and is sentenced to fixed-term imprisonment of three years, suspended for three years, and fined 30000 yuan (paid) (the probation period for suspension shall be calculated from the date of determination of the judgment). Liaoning lil and Dong Yisheng did not appeal, and the judgment of Haicheng people's court has taken legal effect. Dong Yisheng was sentenced to probation and is undergoing community correction according to law. At present, the probation period of probation has not expired. Liaoning Lear and Dong Yisheng have fulfilled their corresponding obligations in accordance with the court's judgment and assumed the criminal responsibility determined in the judgment according to law.
At present, Liaoning Lear has entrusted Liaoning MaoYuan Forest Asset Price Appraisal Co., Ltd. to prepare the forest land use report. Haicheng Natural Resources Bureau has received the report and submitted it to the competent forestry department of Anshan City. With the approval of the competent forestry department of Liaoning Province, Liaoning Lear is expected to obtain the approval for the use of forest land in 2022. After obtaining the approval for the use of forest land, the forest land can be used legally. After obtaining the forest land, and then the relevant departments organize the bidding, auction and listing procedures of the overall land of Liaoning Lear project, Liaoning Lear can obtain the complete land use right of the project land. In August 2021, the people's Government of pailou town has issued a certificate that there is no obstacle to handling the land use right certificate, and is actively promoting the formalities for transferring the land use right of the project to Liaoning Lear in accordance with the relevant review process.
(II) under the background of the applicant's investment introduced by the local government, whether the reason and rationality of the applicant's subsidiaries and related personnel still committing criminal crimes reflect the nature and seriousness of their acts
1. Reason and rationality
In order to introduce the issuer to invest in Haicheng City, the local government signed the land use agreement with the issuer, and provided important commitments and guarantees for the issuer's investment in construction projects, including assisting the issuer in site leveling, allowing the issuer to build first and then approve, and promising to complete all state-owned land use certificates for the issuer by the end of 2014. Liaoning Lear implemented the illegal occupation of agricultural land based on its trust in the local government and the expected time to obtain the land use certificate. According to the criminal judgment, the forest land occupied by Lear, Liaoning Province is located in pailou village and Nangou village. According to the certificates issued by the villagers' committee of pailou village and the villagers' committee of Nangou village and the interview with relevant personnel in Lear, Liaoning Province, the local government has carried out land acquisition and compensation in advance for the smooth settlement of enterprises such as Lear, Liaoning Province
