About East China Engineering Science And Technology Co.Ltd(002140)
Non public offering of a shares
Reply to feedback on application documents
(Revised Version)
Sponsor
May, 2002
China Securities Regulatory Commission:
The notice of the CSRC on the first feedback on the examination of administrative licensing projects (No. 212833) (hereinafter referred to as the "feedback") issued by your commission on November 8, 2021 has been received East China Engineering Science And Technology Co.Ltd(002140) (hereinafter referred to as " East China Engineering Science And Technology Co.Ltd(002140) ", "company", "issuer", "applicant") and China International Capital Corporation Limited(601995) (hereinafter referred to as "sponsor", " China International Capital Corporation Limited(601995) "), Lixin Certified Public Accountants (special general partnership) (hereinafter referred to as "Lixin", "accountant", "auditor"), Guohao law firm (Beijing) (hereinafter referred to as "Guohao", "lawyer") and other intermediaries, According to the relevant opinions and requirements of China Securities Regulatory Commission, the annual report of the company in 2021 and the report of the first quarter of 2022, we have supplemented and revised the reply contents of the feedback opinions. Please review them.
Unless otherwise specified, the words and abbreviations in the response to this feedback have the same meanings as those in the due diligence report. The font of this feedback reply report is as follows:
The questions listed in the feedback are in bold
Responses to the questions listed in the feedback
If there is any difference in the mantissa between the sum of part of the total in this feedback reply report and the sum directly added to each addend, it is caused by rounding.
catalogue
Question 1 3 question 2 31 question 3 43 question 4 49 question 5 59 question 6 80 question 7 94 question 8 109 question 9 114 question 10 124 question 11 140 question 1
According to the application documents, the objects of this issuance of the applicant are the third Institute of the controlling shareholder of the company and Shaanxi coal group. Please add:
(1) According to the relevant regulatory Q & A requirements of strategic investors on "having strong important strategic resources in the same industry or related industries", "long-term common strategic interests coordinated and complementary by both parties", "holding a large proportion of shares of listed companies for a long time" and "bringing international and Chinese leading strategic resources such as market, channel and brand to listed companies", explain whether the introduction of relevant subscription objects meets the provisions one by one.
(2) Whether the source of subscription funds is self owned funds, whether there is any external raising, holding, structured arrangement or direct or indirect use of the funds of the applicant and its related parties for subscription, whether there is any financial assistance or compensation provided by the applicant or interested parties, and whether there is a public commitment not to violate Article 29 of the detailed rules for the implementation of non public offering of shares by listed companies Article 17 of the measures for the administration of securities issuance and underwriting;
(3) Whether the controlling shareholder and its controlled related parties have any reduction or reduction plan from six months before the pricing benchmark date to six months after the completion of this offering, and if so, express clear opinions on whether the situation violates Article 44 and other relevant provisions of the securities law; If not, issue a commitment and make public disclosure.
The recommendation institution and lawyer are requested to check the explanation and express their opinions clearly.
reply:
1、 According to the relevant regulatory Q & A requirements of strategic investors on "having strong important strategic resources in the same industry or related industries", "long-term common strategic interests coordinated and complementary by both parties", "holding a large proportion of shares of listed companies for a long time" and "bringing international and Chinese leading market, channel, brand and other strategic resources to listed companies", explain whether the introduction of relevant subscription objects meets the provisions one by one
(I) the subscription object of this non-public offering Shaanxi coal group meets the requirements of regulatory Q & A on strategic investors. According to the regulatory Q & A on Issuance - regulatory requirements on matters related to the introduction of strategic investors by non-public development banks of listed companies (hereinafter referred to as "regulatory Q & A on Issuance"), "Implementation rules" The term "strategic investors" as mentioned in Article 7 refers to those who have strong important strategic resources in the same industry or related industries, seek long-term common strategic interests of coordination and complementarity with listed companies, are willing to hold a large proportion of shares of listed companies for a long time, are willing and able to earnestly perform corresponding duties, appoint directors to actually participate in corporate governance, improve the governance level of listed companies, and help listed companies significantly improve the quality and intrinsic value of the company, Have a good record of integrity and have not been subject to administrative punishment or investigated by the CSRC in the past three years
A strategic investor shall also meet one of the following conditions:
1. It can bring international and Chinese leading core technology resources to listed companies, significantly enhance the core competitiveness and innovation ability of listed companies, drive the industrial technology upgrading of listed companies, and significantly improve the profitability of listed companies. 2. It can bring strategic resources such as international and Chinese leading markets, channels and brands to listed companies, greatly promote the market expansion of listed companies, and promote the significant improvement of the sales performance of listed companies. "
In this non-public offering, the subject of the share subscription agreement signed with conditions and the subject of the strategic cooperation agreement signed with conditions are Shaanxi Coal Industry Company Limited(601225) Chemical Group Co., Ltd. therefore, the strategic investors introduced by the listed company and the subscription object are Shaanxi coal group.
The business scope of Shaanxi coal group covers coal, coal chemical industry and steel industry. It is a leading enterprise in the field of coal chemical industry. It has formed an industrial pattern of "based on coal development, dominated by coal chemical industry and diversified development". From the perspective of business composition, Shaanxi coal group has formed a business system with coal products and chemical products as the core and steel products, construction business, machinery products, building materials products, electric power and transportation business as the support.
The issuer is in the chemical engineering construction industry and has formed a business pattern with chemical engineering, environmental treatment engineering, infrastructure engineering and other engineering businesses as the core and environmental operation, high-end chemical production and other industries as the support. During the reporting period, Shaanxi coal group was an important downstream customer of the issuer and established a series of business and strategic cooperation with the issuer. In 2020 and 2021, the issuer has generated revenue of 1407464900 yuan and 2422873200 yuan for Shaanxi coal group. As a strategic investor introduced by the listed company in this non-public offering, Shaanxi coal group meets the relevant requirements of the Q & A on issuance supervision. The specific analysis is as follows:
1. Shaanxi coal group has strong important strategic resources in the same industry or related industries
In terms of industry business attributes, the company takes engineering business as the core, and the energy and chemical core business of Shaanxi coal group is the upstream and downstream relationship of the industry.
During the reporting period, Shaanxi coal group was an important downstream customer of the company.
The company takes engineering business as the core and operation business as the support. Its business fields are relatively concentrated in chemical industry, coal chemical industry, petrochemical industry, environmental governance, infrastructure and other fields. With the introduction of the national "double carbon" policy, East China Engineering Science And Technology Co.Ltd(002140) establish the concept of green development, vigorously expand new energy, new materials and other businesses, and horizontally layout the field of "new energy, new materials and new environmental protection".
Shaanxi coal group is a super large state-owned energy and chemical enterprise reorganized and developed by Shaanxi provincial Party committee and Shaanxi Provincial Government in order to implement the "western development" strategy and give full play to the advantages of Shaanxi coal resources. It is the backbone enterprise of Shaanxi energy and chemical industry and the main body of the construction of large coal bases in Shaanxi Province. It has formed an industrial pattern based on coal development, dominated by coal chemical industry and diversified development.
Relying on its abundant coal resources and low coal cost, Shaanxi coal group focuses on building a coal chemical business segment. At present, it operates a large number of coal chemical projects, including 4.6 million T / a coking and supporting projects of Shaanxi Shaanxi Coking Chemical Co., Ltd. Shaanxi Beiyuan Chemical Industry Group Co.Ltd(601568) 1.25 million T / a PVC and 800000 T / a ion-exchange membrane caustic soda projects, and Shaanxi Weihe Coal Chemical Group Co., Ltd. with an annual output of 300000 tons of synthetic ammonia, 520000 tons of urea Shanghai Pudong Development Bank Co.Ltd(600000) tons of methanol, 100000 tons of dimethyl ether and other projects, with rich operation experience in coal chemical projects. In 2020, Shaanxi coal group will form a coal production capacity of 186.55 million tons / year, a production capacity of 1.44 million tons / year of urea, 300000 tons / year of ammonium phosphate, 1.1 million tons / year of methanol, 1.25 million tons / year of PVC and 800000 tons / year of caustic soda. The products of coal chemical industry and other projects are relatively wide, and the scale and volume of the unit are large. At present, the 1.8 million T / a ethylene glycol under construction is one of the largest coal to ethylene glycol units in the world, and the demonstration effect of industry model projects is obvious.
Shaanxi coal group has set up a chemical technology research institute to undertake the construction of the "National Key Laboratory for clean transformation of energy and coal by quality", continuously develop technologies such as coal pyrolysis, clean application of pyrolysis coke, coal to chemicals, coal based new materials, environmental protection and energy conservation, special equipment and so on, build a series of pilot, industrial tests and industrial demonstration devices, and preliminarily build a technical system for coal by quality utilization.
During the 14th Five Year Plan period, Shaanxi coal group put forward the overall strategy of "taking coal as the base, advancing energy and materials simultaneously, driving technology and finance, transformation and transformation", and established the overall strategy of "taking coal chemical industry as the basis, taking the development and utilization of clean energy and new materials as the leading, diversified innovation and coordinated development". The goal of energy conservation and consumption reduction can be achieved by continuously increasing the investment in scientific research talents, actively distributing new energy and new fields, and upgrading and transforming plant equipment. The group and relevant partners strengthen the research and project implementation of technologies such as carbon capture, utilization and storage, new degradable plastics, actively practice the concept of green development, increase relevant R & D investment and operation investment in the field of new materials and new energy, and better realize sustainable development.
In 2021, the total operating income of Shaanxi coal group reached 395399 billion yuan and the net profit reached 27.163 billion yuan. By the end of 2021, the total assets of Shaanxi coal group reached 661642 billion yuan and the net assets attributable to the parent company reached 71.248 billion yuan. The operating income and asset scale were in the forefront of the industry, with strong capital strength and sufficient potential for development. Shaanxi Chemical Group has been ranked as one of the world's top 500 coal industry for the first time since 2027, and has steadily ranked as one of the world's top 500 coal industry.
Shaanxi coal group has an important position in the field of coal chemical industry. It will further develop and increase the investment scale in the field of new energy and new materials. It has strong financial strength, which is consistent with the issuer's existing business and future planning direction, and has a long-term strategic will for strategic investment East China Engineering Science And Technology Co.Ltd(002140) .
Therefore, Shaanxi coal group has important strategic resources in the same industry or related industries as the issuer.
2. The two sides coordinate and complement each other's long-term common strategic interests
As an important leader in the coal and coal chemical industry, Shaanxi coal group is the main customer and important strategic partner of East China Engineering Science And Technology Co.Ltd(002140) . The coal chemical industry, new materials and new energy projects operated, under construction and planned by Shaanxi coal group comply with the current national macroeconomic situation and industrial development policies and have broad development prospects.
As a leading enterprise in the field of coal chemical industry in Shaanxi and even the whole country, Shaanxi coal group takes "coal as the base, energy and materials go hand in hand, technology and finance drive, transformation and transformation" as its development strategy. At present, Shaanxi coal group Yulin Chemical Co., Ltd., a wholly-owned subsidiary of Shaanxi coal group, has jointly established "Shaanxi coal group Yulin chemical Yudong Technology Co., Ltd." with East China Engineering Science And Technology Co.Ltd(002140) to invest At the same time, Shaanxi coal group is building and planning to build the "15 million ton / year clean and efficient coal conversion demonstration project olefin, aromatic hydrocarbon and deep processing project" of Shaanxi coal group Yulin Chemical Co., Ltd "Yulin chemical source network load storage integrated Yumen new energy degradable material carbon neutralization Industrial Park project of Shaanxi coal group" and "Santanghu coal power integrated demonstration Industrial Park project of Xinjiang Hami" and other super large projects. The issuer also cooperated closely with Shaanxi coal group in the above projects.
Shaanxi coal group has become an important customer of East China Engineering Science And Technology Co.Ltd(002140) and plans to carry out multi-dimensional and multi-level in-depth cooperation with the issuer in the future. Therefore, Shaanxi coal group and East China Engineering Science And Technology Co.Ltd(002140) have a long-term common strategy of coordinated development and complementarity.
(1) The introduction of Shaanxi coal group as a strategic investor is in line with the long-term development strategy of East China Engineering Science And Technology Co.Ltd(002140)
East China Engineering Science And Technology Co.Ltd(002140) is based on engineering, and its business areas are relatively concentrated in chemical industry, environmental governance, infrastructure and other fields. At present, the business income of chemical engineering accounts for more than 80%, which is the main source of business income and profit East China Engineering Science And Technology Co.Ltd(002140) as a large state-owned engineering company with comprehensive grade a qualification in engineering design, it has formed a strategic partnership with Shaanxi coal group in long-term business cooperation, and is in line with the business strategy of Shaanxi coal group in engineering business, technology research and development, investment and operation. The introduction of Shaanxi coal group as a strategic investor can further strengthen the cooperation between East China Engineering Science And Technology Co.Ltd(002140) and Shaanxi coal group in engineering, technology and investment, which is beneficial to the long-term and strategic development of the company.
In terms of obtaining engineering business orders, Shaanxi coal group, as a strategic investor of listed companies, will further strengthen the business cooperation between the two sides in engineering construction. Under the same circumstances, it will give priority to the procurement of consulting, design and general contracting services of listed companies, which is conducive to the expansion of sales scale of listed companies and provide a strong guarantee for the production expansion plan of Shaanxi coal group. The "Yulin chemical 15 million T / a clean and efficient coal conversion demonstration project", "Yulin chemical source network load storage integrated Yumen new energy degradable material carbon neutralization Industrial Park project" and "Xinjiang Hami Santanghu coal power integrated comprehensive demonstration Industrial Park project" under planning and construction by Shaanxi coal group have formed a 100 billion investment scale and a huge engineering business market, East China Engineering Science And Technology Co.Ltd(002140) strengthening cooperation with Shaanxi coal group is conducive to obtaining orders in the field of engineering business.
In terms of expanding engineering business, Shaanxi coal group can cooperate with the issuer to provide business development strategic support and business collaboration for the whole industrial chain. The current "Yulin chemical 15 million T / a coal quality, clean and efficient conversion demonstration project" of Shaanxi coal group extends the coal chemical industry chain, "Yulin chemical source network load storage integration Yumen new energy degradable material carbon neutralization Industrial Park project" of Shaanxi coal group embodies the concept of green development of the chemical industry and promotes the coupling of the chemical industry and new energy East China Engineering Science And Technology Co.Ltd(002140) in the future, contracting the above projects can form engineering technology and performance in the above new products and new fields, which is conducive to improving
