Securities code: 002756 securities abbreviation: Yongxing Special Materials Technology Co.Ltd(002756) Yongxing Special Materials Technology Co.Ltd(002756)
And
Everbright Securities Company Limited(601788)
About Yongxing Special Materials Technology Co.Ltd(002756)
Feedback on application documents for non-public offering of shares
Response report
Sponsor (lead underwriter)
(No. 1508, Xinzha Road, Jing’an District, Shanghai)
January 2002
About Yongxing Special Materials Technology Co.Ltd(002756)
Reply to the feedback on the application documents for non-public offering of shares to the China Securities Regulatory Commission:
According to the notice of the CSRC on the first feedback on the examination of administrative licensing projects (No. 213238) (hereinafter referred to as the “feedback”), as the sponsor of Yongxing Special Materials Technology Co.Ltd(002756) this issuance, Everbright Securities Company Limited(601788) has carefully discussed and studied the feedback together with the applicant, Shanghai Tongli law firm and Tianjian Certified Public Accountants (special general partnership), We have checked the matters involved, supplemented the information and answered the questions in accordance with its requirements, and now submit them to your Association for review. The font of this reply report corresponds to the following:
The questions listed in the feedback are in bold
Reply to question
Amendments to the issuance recommendation letter, recommendation work report and due diligence report in italics and bold
catalogue
interpretation…… 4 question 1 6 question 2 19 question 3 36 question 4 43 question 5 50 question 6 62 question 7 65 question 8 92 question 9 98 question 10 115 question 11 121 question 12 128 question 13 134 question 14 136 question 15 140 question 16 one hundred and forty-six
interpretation
In this feedback reply, unless the context otherwise requires, the following words or abbreviations have the following meanings: the applicant, the company, the company and Yongxing refer to Yongxing Special Materials Technology Co.Ltd(002756) , formerly known as “Yongxing special stainless material and Yongxing Special Steel Co., Ltd.”
Feedback reply and this feedback reply refer to the reply report on the feedback of Yongxing Special Materials Technology Co.Ltd(002756) non-public offering application documents
Yongxing import and export refers to Huzhou Yongxing special steel import and Export Co., Ltd., a wholly-owned subsidiary of the applicant, formerly known as Huzhou Jiuli special steel import and Export Co., Ltd
Huzhou Yongxing new energy refers to Huzhou Yongxing new energy Co., Ltd., the holding subsidiary of the applicant
Jiangxi Yongxing new energy refers to Jiangxi Yongxing special steel new energy technology Co., Ltd., a wholly-owned subsidiary of the applicant
Yongcheng lithium industry / Xuli mining industry refers to Jiangxi Yongcheng Lithium Industry Technology Co., Ltd., a holding subsidiary of the applicant, formerly known as “Jiangxi Xuli mining industry Co., Ltd.”
Yongxing alloy refers to Huzhou Jiuli Yongxing special alloy material Co., Ltd
Yongxing investment refers to Huzhou Yongxing Investment Co., Ltd., a wholly-owned subsidiary of the applicant
Yongxing materials refer to Huzhou Yongxing materials Recycling Co., Ltd., a wholly-owned subsidiary of the applicant, formerly known as “Huzhou Jiuli materials Recycling Co., Ltd.”
American company refers to Yongxing special stationary, an overseas wholly-owned subsidiary of the applicant
America, LLC
YONGTUO mining refers to Yifeng Huaqiao YONGTUO Mining Co., Ltd., a holding subsidiary of the applicant
Huaqiao mining refers to Yifeng Huaqiao Mining Co., Ltd., the holding subsidiary of the applicant
Huali mining refers to Yifeng Huali Mining Development Co., Ltd., which applies for ginseng shares
Yongxin company refers to Yongxin microfinance Co., Ltd. of Huzhou Economic Development Zone
Private financing service center refers to Huzhou Private Financing Service Center Co., Ltd
Litai enterprise refers to Litai enterprise management partnership (limited partnership) in Ningbo Meishan free trade port area
Hezong lithium industry refers to Jiangxi hezong lithium Technology Co., Ltd
Lithium star technology refers to Jiangxi lithium Star Technology Collaborative Innovation Co., Ltd
Hunan Lixing refers to Hunan Lixing Mining Technology Co., Ltd
Yichun Keyuan refers to Yichun Keyuan enterprise management center (limited partnership)
Hunan Zhongda refers to Hunan Zhongda technology entrepreneurship Incubator Co., Ltd
Kefeng new material refers to Yichun Kefeng New Material Co., Ltd
Zhejiang Jiuli Hi-Tech Metals Co.Ltd(002318) means Zhejiang Jiuli Hi-Tech Metals Co.Ltd(002318)
Jiuli group refers to Jiuli Group Co., Ltd., formerly known as “Zhejiang Jiuli Group Co., Ltd.”
Jiuli industry refers to Huzhou Jiuli Industrial Investment Co., Ltd., Zhejiang Jiuli Hi-Tech Metals Co.Ltd(002318) related parties
Jiuli stainless steel refers to Huzhou Jiuli stainless steel material Co., Ltd. Zhejiang Jiuli Hi-Tech Metals Co.Ltd(002318) related parties
Jiuli steel structure refers to Zhejiang Jiuli Steel Structure Engineering Co., Ltd. Zhejiang Jiuli Hi-Tech Metals Co.Ltd(002318) related parties
Jiuli perforation refers to Huzhou Jiuli perforation Co., Ltd. Zhejiang Jiuli Hi-Tech Metals Co.Ltd(002318) subsidiary
Tianguan Jiuli refers to Zhejiang Tianguan Zhejiang Jiuli Hi-Tech Metals Co.Ltd(002318) Co., Ltd., Zhejiang Jiuli Hi-Tech Metals Co.Ltd(002318) subsidiary
Huzhou Huate stainless steel pipe manufacturing Co., Ltd., Zhejiang Jiuli Hi-Tech Metals Co.Ltd(002318) subsidiary
Fast forging unit refers to the project of fast forging unit in stainless steel forging workshop
The fund-raising investment projects include the fund-raising investment project with an annual output of 20000 tons of battery grade lithium carbonate, the fund-raising investment project, the fund-raising investment project, the fund-raising index project, the high-efficiency beneficiation and comprehensive utilization project of 1.8 million tons / year lithium ore, the annual fund-raising investment project with an annual output of 20000 tons of automobile high-pressure common rail, air valve and other silver bright rod projects and supplementary working capital
The investment projects raised by issuing convertible bonds in 2020 include the previous high-performance investment projects, the previous raised funds refer to the upgrading and transformation project of stainless steel continuous casting system, the investment project of battery grade carbon with an annual output of 10000 tons, the lithium acid project, the high-efficiency beneficiation and comprehensive utilization project of 1.2 million tons / year lithium ore and the supplementary working capital
Yatai tungsten industry refers to Ganzhou Yatai Tungsten Industry Co., Ltd
The patent involved refers to the patent of “a method for extracting lithium carbonate from low-grade lithium mica”
Xtc New Energy Materials( Xiamen) Co.Ltd(688778) means Xtc New Energy Materials( Xiamen) Co.Ltd(688778)
Hunan Yuneng refers to Hunan Yuneng new energy battery materials Co., Ltd
Shenzhen Dynanonic Co.Ltd(300769) means Shenzhen Dynanonic Co.Ltd(300769)
Tianjin guoanmeng Guli refers to Tianjin guoanmeng Guli New Material Technology Co., Ltd
Chongzuo branch of Southern manganese industry refers to Chongzuo branch of Southern Manganese Industry Group Co., Ltd
Anda technology refers to Guizhou anda Technology Energy Co., Ltd
Hunan Changyuan Lico Co.Ltd(688779) means Hunan Changyuan Lico Co.Ltd(688779)
Beijing Easpring Material Technology Co.Ltd(300073) refers to Jiangsu dangsheng Material Technology Co., Ltd
BASF Shanshan refers to BASF Shanshan battery materials Co., Ltd
Located in plot XSS (n) – 27-3, Xisaishan sub district, Huzhou Development Zone, Yongxing home is planned to be used for residential and enterprise supporting staff apartments. In 2013, the land was publicly sold by Yongxing Special Materials Technology Co.Ltd(002756) after market evaluation
Huashan porcelain stone mine refers to Huashan porcelain stone mine in Baishi Village, Huaqiao Township, Yifeng county
Baishuidong kaolin mine refers to the kaolin mine in baishuidong mining area of Yifeng county
Yuan, ten thousand yuan and one hundred million yuan refer to RMB, ten thousand yuan and one hundred million yuan
The last three years, the first period and the reporting period refer to 2018, 2019, 2020 and January September 2021
The end of each reporting period refers to December 31, 2018, December 31, 2019, December 31, 2020 and September 30, 2021
Sponsor, lead underwriter and Everbright Securities Index Everbright Securities Company Limited(601788) bonds
Tianjian certified public accountants, Tianjian Certified Public Accountants (special general partnership), formerly known as “Zhejiang Tianshi Zhijian certified public accountants Co., Ltd”, “Zhejiang Tianjian Oriental certified public accountants Co., Ltd.” and “Tianjian certified public accountants Co., Ltd.”
The lawyer of the applicant refers to Shanghai Tongli law firm
Wind refers to the information terminal provided by Wande Information Technology Co., Ltd
(in this feedback reply, there is difference in the mantissa between the sum of some total numbers and each addend, or there is difference in the mantissa between the results of direct settlement of some proportion indicators and relevant values. These differences are caused by rounding.
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Question one
According to the application materials, as of September 30, 2021, the applicant had external guarantees and did not provide counter guarantees
Guarantee. Please add: (1) does the applicant standardize the guarantee in accordance with the requirements of relevant laws and regulations
Behavior, perform necessary procedures and strictly control guarantee risk; (2) The other party did not mention the above guarantee
Reasons for counter guarantee; (3) Whether the applicant discloses the reasons and reveals the risks to the investors; (4) Board of directors
Or whether the affiliated directors or shareholders withdraw from voting in accordance with relevant laws and regulations during the deliberation of the general meeting of shareholders; (5) External
Whether the total amount of guarantee or the amount of individual guarantee exceeds the limit specified in laws, regulations or the articles of Association;
(6) Whether the obligation of information disclosure is fulfilled in time; (7) Whether the independent directors report on the
Make special explanations on external guarantees and express independent opinions; (8) Effect of guarantee on the applicant’s financial status and profit
Impact on profitability and going concern.
The recommendation institution and the applicant’s lawyer shall check the above matters and express clear opinions.
1、 Whether the applicant has standardized the guarantee behavior and performed the necessary procedures in accordance with the requirements of relevant laws and regulations,
Strictly control guarantee risk
As of the date of issuance of this feedback reply, Yongxing Special Materials Technology Co.Ltd(002756) and its holding subsidiaries are performing the external guarantee contract
The same mainly includes its holding subsidiary Yongcheng lithium
