Guosen Securities Co.Ltd(002736)
About Qingdao Gaoce Technology Co.Ltd(688556)
Issue convertible corporate bonds to unspecified objects
And listed on the science and innovation board
Issuance recommendation
Sponsor (lead underwriter)
(registered address: 16-26 floors of Guosen Securities Co.Ltd(002736) building, No. 1012, Hongling Middle Road, Shenzhen)
Sponsor statement
The recommendation institution and the two designated recommendation representatives are in accordance with the company law of the people’s Republic of China, the securities law of the people’s Republic of China and other relevant laws and regulations, as well as the relevant provisions of the China Securities Regulatory Commission. They are honest, trustworthy, diligent and responsible, issue the recommendation letter in strict accordance with the business rules, industry practice norms and moral standards formulated according to law, and ensure that the documents issued are true, accurate and reliable Complete.
Section 1 basic information of this securities issuance
1、 Sponsor representative
Ms. Xu hydrogen: Guosen Securities Co.Ltd(002736) business director of investment banking division, master of economics, sponsor representative. He started working in investment banking in 2013 and participated in Shanghai Trendzone Holdings Group Co.Ltd(603030) IPO, Qingdao Gaoce Technology Co.Ltd(688556) IPO, Longi Green Energy Technology Co.Ltd(601012) 2015 non-public, Enn Natural Gas Co.Ltd(600803) 2017 allotment, Longi Green Energy Technology Co.Ltd(601012) 2018 allotment, Longi Green Energy Technology Co.Ltd(601012) 2019 convertible bond and other projects.
Mr. Wu Peng: Guosen Securities Co.Ltd(002736) business director of investment banking division, Bachelor of management, sponsor representative. He began to work in investment banking in 2008 and participated in Longi Green Energy Technology Co.Ltd(601012) initial public offering, Longi Green Energy Technology Co.Ltd(601012) 2014 and 2015 non-public, Longi Green Energy Technology Co.Ltd(601012) 2017 and 2019 convertible bonds, Longi Green Energy Technology Co.Ltd(601012) 2018 allotment, Crystal Clear Electronic Material Co.Ltd(300655) 2021 convertible bonds and other projects.
2、 Project Co sponsors and other project team members
(I) Project Co sponsor
Ms. Yang Fang: Guosen Securities Co.Ltd(002736) senior manager of investment banking division, master of economics, once participated in Qingdao Gaoce Technology Co.Ltd(688556) initial launch and other projects.
(II) other project team members
Ms. Yu Yang, Mr. Gu Xingguang, Mr. Gong Guiming and Ms. Hou Yuheng.
3、 Basic information of the issuer
Company name: Qingdao Gaoce Technology Co.Ltd(688556) (hereinafter referred to as ” Qingdao Gaoce Technology Co.Ltd(688556) ” or “issuer”). Place of listing: Science and Innovation Board of Shanghai Stock Exchange
Securities abbreviation: Qingdao Gaoce Technology Co.Ltd(688556)
Securities code: Qingdao Gaoce Technology Co.Ltd(688556)
Legal representative: Zhang Xu
Date of establishment: October 20, 2006
Registered address: No. 66, torch Branch Road, Qingdao high tech Industrial Development Zone
Registered capital: 1618514 million yuan
Tel.: 053287903188
Business scope: design, development, production, sales, installation, commissioning and maintenance of mechanical equipment, molds, cutting tools, computer software and hardware, large-scale integrated circuits, automation products and automation systems, as well as technical services, consultation and training of the above businesses; Self operated and acting as an agent for the import and export of various commodities and technologies (except for the commodities and technologies limited by the state to be operated or imported and exported by the company).
Type of bonds issued to the company: not convertible
4、 Description of the relationship between the issuer and the recommendation institution
1. According to the requirements of the opinions on the implementation of the pilot registration system for the establishment of the science and innovation board in Shanghai Stock Exchange and the measures for the implementation of stock issuance and underwriting of the science and innovation board in Shanghai Stock Exchange, the science and Innovation Board tried out the “follow-up investment” system of the relevant subsidiaries of the sponsor. The recommendation institution arranges Guosen Capital Co., Ltd. (hereinafter referred to as “Guosen capital”), an alternative investment subsidiary legally established by the securities company of the recommendation institution, to participate in the strategic placement and hold the shares of the issuer. In addition, the sponsor or its controlling shareholders, actual controllers and important related parties do not hold shares of the issuer or its controlling shareholders, actual controllers and important related parties. 2. The issuer or its controlling shareholders, actual controllers and important related parties do not hold the shares of the recommendation institution or its controlling shareholders, actual controllers and important related parties;
3. The recommendation representative and his spouse, directors, supervisors and senior managers of the recommendation institution do not have the rights and interests of the issuer and hold positions in the issuer;
4. The controlling shareholders, actual controllers and important related parties of the recommendation institution and the controlling shareholders, actual controllers and important related parties of the issuer do not provide guarantee or financing to each other;
5. There is no other related relationship between the sponsor and the issuer.
5、 Internal audit procedures and core opinions of the recommendation institution
(I) Guosen Securities Co.Ltd(002736) internal audit procedure
Guosen Securities Co.Ltd(002736) in accordance with the guidelines on internal control of investment banking business of securities companies and other laws and regulations and the internal management system of Guosen Securities Co.Ltd(002736) investment banking business, the internal audit procedures have been performed for the application documents of Qingdao Gaoce Technology Co.Ltd(688556) issuing convertible corporate bonds to unspecified objects (hereinafter referred to as “this convertible bond”), and the main working procedures include:
1. Qingdao Gaoce Technology Co.Ltd(688556) project team shall prepare the application documents according to the regulations, and the sponsor representative shall give clear recommendation opinions and report to the Department where the project team is located for internal verification. The person in charge of the Department shall organize the review of the project and put forward modification opinions. In September 2021, after completing the modification and improvement of the application documents and with the consent of the department head, the project team submitted them to the investment bank core Department of the risk management headquarters of the sponsor (hereinafter referred to as the “core department”), submitted the core application materials to the core department and other internal control departments, and submitted the working paper to the quality control department at the same time.
2. The quality control department shall organize the internal control personnel to conduct the completeness acceptance of the working paper and internal verification of the examination paper. The quality control department puts forward the requirements for correcting the manuscript; After the project team implements the relevant requirements and makes an explanation and reply, it shall submit the nuclear materials to the internal nuclear department. On October 13, 2021, the sponsor held a review meeting to review the project, and the review situation will be reported at the meeting of the nuclear Committee.
3. The internal audit department shall organize auditors to review the application materials; The project team shall check the relevant issues, modify, supplement and improve the application documents according to the written opinions of the core prequalification personnel on the convertible bond application documents, and submit the special reply to the core prequalification opinions to the core department after the verification and modification are completed.
4. On October 13, 2021, the core Committee of the company’s recommendation agency’s recommendation business (hereinafter referred to as the “core committee”) held a core meeting to review the project. The participating core members reviewed the meeting materials, listened to the explanation of the project team and formed audit opinions.
After voting, the kernel committee agreed to submit the opinions of the kernel meeting to Guosen Securities Co.Ltd(002736) Investment Banking Committee for voting after the project team implemented the opinions of the kernel meeting, and approved the recommendation.
5. The opinions of the kernel meeting shall be sorted by the kernel department and submitted to the project team for reply, interpretation and revision. After the application documents are revised and reviewed by the internal control department, they shall be submitted to the investment banking committee of the company for review along with the opinions of the meeting. The investment banking committee of the company agrees to submit the application documents of Qingdao Gaoce Technology Co.Ltd(688556) convertible bond project to Shanghai Stock Exchange.
(II) internal audit opinions of Guoxin
On October 13, 2021, Guosen Securities Co.Ltd(002736) held a meeting of the nuclear committee to review the application documents of Qingdao Gaoce Technology Co.Ltd(688556) issuing convertible corporate bonds to unspecified objects and listing on the science and innovation board.
After voting, the core committee agreed to submit it to the investment banking committee of the company for voting. After passing the vote, it agreed to recommend Qingdao Gaoce Technology Co.Ltd(688556) to Shanghai Stock Exchange to issue convertible corporate bonds to unspecified objects and list them on the science and innovation board.
Section II commitment of recommendation institution
The recommendation institution promises that it has conducted due diligence and prudent verification on the issuer, its controlling shareholders and actual controllers in accordance with laws, administrative regulations and the provisions of the CSRC, agreed to recommend the issuance and listing of the issuer’s securities, and issued this issuance recommendation letter accordingly.
Through due diligence and careful verification of the application documents, the recommendation institution makes the following commitments:
1. There are sufficient reasons to believe that the issuer complies with laws and regulations and relevant provisions of China Securities Regulatory Commission and Shanghai Stock Exchange on securities issuance and listing;
2. There are sufficient reasons to believe that there are no false records, misleading statements or major omissions in the issuer’s application documents and information disclosure materials;
3. There are sufficient reasons to believe that the basis for the opinions expressed by the issuer and its directors in the application documents and information disclosure materials is sufficient and reasonable;
4. There are sufficient reasons to believe that there is no material difference between the application documents and information disclosure materials and the opinions expressed by the securities service institution;
5. Ensure that the designated recommendation representative and relevant personnel of the recommendation institution have been diligent and conscientious, and have conducted due diligence and prudent verification on the issuer’s application documents and information disclosure materials;
6. Ensure that the recommendation letter and other documents related to the performance of recommendation duties do not contain false records, misleading statements or major omissions;
7. Ensure that the professional services provided and professional opinions issued to the issuer comply with laws, administrative regulations, the provisions of the CSRC and the Shanghai Stock Exchange and industry norms;
8. Voluntarily accept the regulatory measures taken by the CSRC and Shanghai Stock Exchange in accordance with relevant regulations. 9. Other matters prescribed by the CSRC and the Shanghai Stock Exchange.
Section III recommendation on this securities issuance
1、 Recommendation conclusion on this securities issuance
After full due diligence and careful verification, the sponsor believes that Qingdao Gaoce Technology Co.Ltd(688556) issuing convertible corporate bonds to unspecified objects has fulfilled the decision-making procedures stipulated by law and met the conditions stipulated in the company law, the securities law, the administrative measures for the registration of securities issuance of companies listed on the science and Innovation Board (for Trial Implementation) (hereinafter referred to as the “administrative measures”) and other relevant laws, regulations, policies and notices, The investment of the raised funds meets the requirements of the national industrial policies, and the sponsor agrees to sponsor Qingdao Gaoce Technology Co.Ltd(688556) apply for issuing convertible corporate bonds to unspecified objects and listing on the science and innovation board.
2、 The issuance has fulfilled the legal decision-making procedures
This offering has been deliberated and approved by the 28th meeting of the second board of directors held on July 20, 2021, the fourth extraordinary general meeting of shareholders held on August 9, 2021 and the sixth meeting of the third board of directors held on December 27, 2021, and complies with the company law, the Securities Law and the decision-making procedures stipulated by the CSRC and Shanghai Stock Exchange.
The sponsor believes that the issuer has obtained the necessary approval and authorization, performed the necessary decision-making procedures, and is legal and effective.
3、 This issuance meets the issuance conditions stipulated in the securities law
The sponsor has conducted due diligence and Prudential verification on whether the securities issuance meets the issuance conditions specified in the Securities Law (revised on December 28, 2019), and the verification conclusions are as follows:
(I) this offering meets the following conditions for the issuance of new shares in Article 12:
1. The issuer has a sound and well functioning organization;
2. The issuer has continuous profitability;
3. The issuer’s financial and accounting reports for the last three years have been issued with unqualified audit reports;
4. The issuer and its controlling shareholders and actual controllers have not committed any criminal crime of embezzlement, bribery, misappropriation of property, misappropriation of property or undermining the order of the socialist market economy in the past three years;
5. Meet other conditions stipulated by the securities regulatory authority under the State Council approved by the State Council.
(II) meet the issuance conditions for public issuance of corporate bonds under Article 15 of the securities law
1. The issuer has a sound and well functioning organization
The issuer has established the general meeting of shareholders, the board of directors, the board of supervisors and relevant operating institutions in strict accordance with the requirements of the company law, the securities law and other relevant laws, regulations and normative documents, and has a sound corporate governance structure. The issuer has established and improved the management system of each department. The general meeting of shareholders, the board of directors and the board of supervisors exercise their respective rights and perform their respective obligations in accordance with the provisions of the company law, the articles of association and various working systems of the company.
The issuer complies with the provisions of Article 15 of the securities law “(I) having a sound and well functioning organization”.
2. The average distributable profits in the last three years are sufficient to pay one year’s interest on corporate bonds
The net profits attributable to the owners of the parent company realized by the issuer in 2019, 2020 and 2021 are 320211 million yuan, 588639 million yuan and 1726921 million yuan respectively, and the average annual distributable profit is 87.859 million yuan. The issuance of convertible bonds to unspecified objects is calculated as the raised capital of 48.33 million yuan, which is reasonably estimated by referring to the recent issuance interest rate level of convertible corporate bond market, The average distributable profits of the issuer in the last three years are sufficient to pay one year’s interest on convertible corporate bonds.
The issuer complies with the provisions of Article 15 of the securities law “(II) the average distributable profits in the last three years are sufficient to pay one year’s interest on corporate bonds”.
3. The funds raised from the public issuance of corporate bonds must be used in accordance with the purposes of funds listed in the measures for the raising of corporate bonds; Changing the use of funds must be decided by the bondholders’ meeting. The funds raised from the public issuance of corporate bonds shall not be used to cover losses and unproductive expenses
The funds raised by the issuer are invested in Leshan 12gw machining and supporting project and Leshan 6Gw photovoltaic silicon wafer and supporting project, which comply with the provisions of national industrial policies, laws and administrative regulations. The funds raised by the issuer by issuing convertible bonds to unspecified objects will be used in accordance with the purposes of funds listed in the prospectus; Changing the use of funds must be decided by the bondholders’ meeting. The funds raised by issuing convertible bonds to unspecified objects do not exist to cover losses and unproductive expenses.
This issuance complies with the provisions of Article 15 of the securities law that “the funds raised by the public issuance of corporate bonds must be used in accordance with the purposes of funds listed in the measures for the raising of corporate bonds; the change of the purpose of funds must be decided by the bondholders’ meeting. The funds raised by the public issuance of corporate bonds shall not be used to make up for losses and non productive expenses”.
4. The issuer has the ability of continuous operation
The issuer has the ability of continuous operation, and its main business includes the R & D, production and sales of high hard and brittle material cutting equipment and cutting consumables; At present, the issuer has been widely recognized by its downstream customers in terms of product quality, professional technology and service response, and has established long-term and stable cooperative relations with leading enterprises in the photovoltaic industry such as Longi Green Energy Technology Co.Ltd(601012) , Tianjin Zhonghuan Semiconductor Co.Ltd(002129) , poly GCL, Jingke energy, Jingao Cecep Solar Energy Co.Ltd(000591) , Trina Solar Co.Ltd(688599) , sunshine energy, Meike shares, Beijing Jingyuntong Technology Co.Ltd(601908) , Tongwei Co.Ltd(600438) , Oriental hope, etc.
The issuer complies with Article 15 of the Securities Law: “a listed company issuing corporate bonds convertible into shares shall not only meet the conditions specified in paragraph 1, but also comply with the provisions of paragraph 2 of Article 12 of this law.” (III) there is no certificate
