Application documents for non-public offering of shares
Feedback response report
Sponsor (lead underwriter)
101, floors 7-18, building 1, yard 8, Xiying street, Fengtai District, Beijing
May, 2002
Reply report on feedback of application documents for non-public offering of shares
China Securities Regulatory Commission:
We have received the feedback on Tdg Holding Co.Ltd(600330) non-public Development Bank‘s stock application documents (hereinafter referred to as “feedback”) No. 220703 of your notice on the first feedback on the review of administrative licensing projects Tdg Holding Co.Ltd(600330) (hereinafter referred to as ” Tdg Holding Co.Ltd(600330) ,” company “,” issuer “or” applicant “) together with China Galaxy Securities Co.Ltd(601881) (hereinafter referred to as” Galaxy Securities “or” sponsor “), Tianjian Certified Public Accountants (special general partnership) (hereinafter referred to as” accountant “or” applicant’s accountant “), Guohao law firm (Hangzhou) (hereinafter referred to as” lawyer “or” applicant’s lawyer “), The issues raised in the feedback are implemented one by one. Now the implementation of the issues related to the feedback is reported as follows:
The interpretation used in the reply to this feedback is consistent with the due diligence report of China Galaxy Securities Co.Ltd(601881) on Tdg Holding Co.Ltd(600330) non public offering of shares, and the corresponding contents of the font are as follows:
The questions listed in the feedback are in bold
Responses to the questions listed in the feedback
In this feedback response report, if the total number is inconsistent with the mantissa of the sum of the sub item values, it is caused by rounding.
catalogue
Question 1 3 question 2 6 question 3 14 question 4 16 question 5 23 question 6 53 question 7 69 question 8 Question 79
About the land for raised investment projects. According to the application materials, the raised investment project “large-scale RF piezoelectric wafer project” is implemented by leasing land. The sponsor and the lawyer of the applicant shall check the land use right certificate and land lease contract of the lessor, focusing on the purpose, service life, lease life, rent and disposal plan of the land after expiration; Focus on whether the lessor has obtained the legal land use certificate, whether there is any violation of laws, regulations, signed agreements or commitments to the applicant, whether the actual purpose of the applicant’s leased land conforms to the registration type and planned purpose of the land use certificate, and whether there is any situation of leasing the land obtained through allocation to the issuer.
reply:
1、 The land use right certificate and land lease contract of the lessor focus on the purpose, service life, lease life, rent and disposal plan of the land after expiration
(I) land use right certificate and land lease contract of the lessor
The issuer’s “large-scale RF piezoelectric wafer project” is implemented by tiantongkaiju, a wholly-owned subsidiary of the issuer, as the main body of the raised investment project. The project is located in the jurisdiction of Xuzhou Economic and Technological Development Zone, a national development zone. It is a major investment project of Xuzhou Economic and Technological Development zone. In order to ensure the implementation of the project, in March 2022, tiantongkaiju signed a lease agreement with Xuzhou Economic and Technological Development Zone Management Committee (hereinafter referred to as “Xuzhou Economic and Technological Development Zone Management Committee”) and Xuzhou Economic and Technological Development Zone Land Reserve Center (hereinafter referred to as “Xuzhou Economic and technological Development Zone land reserve center”).
According to the lease agreement, the large-scale RF piezoelectric wafer project involves about 235 mu of industrial land (hereinafter referred to as “project land”), which shall be collected and stored by the soil storage center of Xuzhou Economic Development Zone. The land use certificate of such project land shall be handled to the soil storage center of Xuzhou Economic Development Zone or the state-owned platform company designated by the Management Committee of Xuzhou Economic Development Zone, and the land owner shall continue to perform the contents of the lease agreement. The Management Committee of Xuzhou Economic Development Zone and the soil storage center of Xuzhou Economic Development Zone shall be jointly and severally liable to tiantongkaiju for the performance of the responsibilities and obligations of the land obligee under the lease agreement. The land for the project has been collected and stored by the soil storage center of Xuzhou Economic Development Zone. According to the confirmation documents issued by the Management Committee of Xuzhou Economic Development Zone and the soil storage center of Xuzhou Economic Development Zone, the land use right certificate of such project land will be completed before June 10, 2022.
(II) purpose, service life, lease life, rent and disposal plan of the leased land after expiration
As for the purpose and service life of the leased land, according to the situation statement issued by the natural resources and Planning Bureau of Xuzhou Economic and Technological Development Zone, it is confirmed that the leased real estate of tiantongkaiju meets the requirements of the overall construction planning of the development zone. The land is state-owned construction land, industrial in nature, and the service life is 40 years. As for the lease term, rent and disposal plan of land after expiration, according to the lease agreement: 1. The lease term is 10 years; 2. The rent is based on the plant area of 28400 square meters, of which the monthly rent per square meter in the first to fifth lease years is 30 yuan; For the 6th to 10th lease years, the monthly rent per square meter is 25 yuan; 3. After the expiration of the land disposal plan, during the lease term or at the expiration of the lease term, tiantongkaiju has the right to purchase the plant and the land involved from the then project land owner, and the specific purchase price shall be negotiated by all relevant parties. If required by tiantongkaiju, the Management Committee of Xuzhou Economic Development Zone and the project land owner shall transfer the project land to tiantongkaiju.
To sum up, the issuer’s large-scale RF piezoelectric wafer project is implemented by leasing land and has signed relevant lease agreements; The Management Committee of Xuzhou Economic Development Zone and the soil storage center of Xuzhou Economic Development Zone have confirmed the land use right certificate and handled relevant matters; Tiantongkaiju’s use of the land conforms to the planned purpose, and the lease agreement also clearly stipulates the lease term, rent and the disposal plan of the land after expiration.
2、 Whether the lessor has obtained the legal land use right certificate, whether there is any violation of laws, regulations, signed agreements or commitments to the applicant, whether the actual purpose of the applicant’s leased land conforms to the registration type and planned use of the land use right certificate, and whether there is any situation of leasing the land obtained through allocation to the issuer
According to the lease agreement, the land for this project is handled by the land storage center of Xuzhou Economic Development Zone or the state-owned platform company designated by the Management Committee of Xuzhou Economic Development Zone to obtain the land use certificate. According to the confirmation documents issued by the Management Committee of Xuzhou Economic Development Zone and the soil storage center of Xuzhou Economic Development Zone, the land use right certificate of the project land will be completed before June 10, 2022.
According to the explanatory documents issued by the Management Committee of Xuzhou Economic Development Zone and the land storage center of Xuzhou Economic Development Zone, there is no violation of laws, regulations, signed agreements or commitments made by the lessor to tiantongkaiju. The actual use of the leased land conforms to the registration type and planned use of the land use certificate, and there is no situation of leasing the land obtained through allocation to the issuer.
3、 Verification opinions of intermediary institutions
(I) verification procedure
The sponsor and the applicant’s lawyer have implemented the following verification procedures:
1. Check the lease agreement signed by tiantongkaiju, the implementation subject of the raised investment project, with the Management Committee of Xuzhou Economic Development Zone and the soil storage center of Xuzhou Economic Development Zone, and the land collection and storage compensation contract signed by the soil storage center of Xuzhou Economic Development Zone;
2. Consult the explanatory documents and confirmation documents issued by the Management Committee of Xuzhou Economic Development Zone and its subordinate unit Xuzhou Economic Development Zone soil storage center;
3. Consult the explanatory documents issued by the natural resources and Planning Bureau of Xuzhou Economic and Technological Development Zone;
4. Consult the written instructions issued by the issuer.
(II) verification opinions
After verification, the sponsor and the applicant’s lawyer believe that:
The issuer’s large-scale RF piezoelectric wafer project is implemented by leasing land and has signed relevant lease agreements. According to the confirmation documents issued by the Management Committee of Xuzhou Economic Development Zone and the soil storage center of Xuzhou Economic Development Zone, the land use right certificate of the project land will be completed before June 10, 2022; Tiantongkaiju’s use of the land conforms to the planned purpose, and the lease agreement also clearly stipulates the lease term, rent and the disposal plan of the land after expiration. The type of land leased by the applicant does not comply with the laws and regulations, or the actual use of the land allocated to the lessor through the signing of the land use certificate or the land lease agreement does not comply with the actual use of the land.
Question two
On house related verification. Please add whether the applicant and its holding and joint-stock companies have real estate related businesses.
The sponsor and the applicant’s lawyer are requested to check and express their opinions.
reply:
1、 The business scope and business of the applicant and its holding and participating companies do not include real estate business. As of the date of this feedback, the business scope of the issuer and its holding and participating companies is as follows:
The enterprise name is related to the business scope of real estate whether the issuer includes the serial number or not
Production, sales and technology of magnetic materials, electronic components and mechanical equipment
Technology development, production of sapphire crystal materials and piezoelectric crystal materials
Tiantong shares processing and sales, Cecep Solar Energy Co.Ltd(000591) photovoltaic power generation, industrial investment, operation from
1 copy of the export business of products and related technologies produced by the issuer, whether they are produced or not by the enterprise
Raw and auxiliary materials, mechanical equipment, instruments and meters, spare parts required for scientific research
Import business of parts and related technologies. (projects subject to approval according to law,
Business activities can only be carried out after approval by relevant departments)
Development and application of electromechanical equipment software and technical consulting services; Optical communication
Electronic special equipment, microelectronic special equipment, disc dryer, its
He specializes in environmental protection equipment, CNC machine tools, industrial automation equipment and molds
Manufacturing and processing; Precision machining; General freight; Energy conservation and environmental protection
Tiantong Jifa pedestrian technology development, technology transfer, technical service and technical consultation; tail gas
Whether 20% of the projects of wholly-owned treatment system, sewage treatment system and sludge treatment system are set up
Design, installation and construction of subsidiaries; Mechanical and electrical equipment installation services; Operating the enterprise
The export business of self-produced products and the mechanical equipment required for the production of the enterprise
Import business of spare parts, spare parts, raw and auxiliary materials and technologies (prohibited by the state)
Except for restrictions or restrictions; Except those involving pre-approval). (above)
If the scope involves qualification, it shall be operated with a valid qualification certificate)
Technical development, manufacturing and sales of special equipment for semiconductor materials; new
Technical development, manufacturing and sales of special equipment for energy materials; Electronics
Manufacturing and sales of the issuer’s special industrial equipment; Software development of electromechanical equipment
Wholly owned and application, technical consultation and services of 3-day Tongri; Engaged in all kinds of goods and technologies
Import and export business of import subsidiaries (except those restricted or prohibited by the state; involving pre-trial
Except for batch). (the above business scope does not include those prohibited by national regulations
Restricted foreign investment and licensed projects) (subject to approval according to law)
Business activities can only be carried out after the approval of relevant departments)
Tiantongri semiconductor equipment, integrated circuit equipment, electronic equipment, electromechanical equipment
4. R & D and sales of Zhaojin semi advanced all semiconductor materials, electronic materials and metal materials; no
Technological development in the fields of network technology, computer technology and Electromechanical Technology
Division development, technical consultation, technical services and technology transfer; Engaged in goods and
The enterprise name is related to the business scope of real estate whether the issuer includes the serial number or not
Technology import and export business. (for projects that need to be approved according to law, the relevant department shall approve them
