Jiangsu Boamax Technologies Group Co.Ltd(002514)
and
Central China Securities Co.Ltd(601375)
about
Letter on making preparations for the meeting of Jiangsu Boamax Technologies Group Co.Ltd(002514) non public development bank stock issuance and examination committee
of
Reply Report
Sponsor (lead underwriter)
(Zhongyuan Guangfa finance building, No. 10, business outer ring road, Zhengdong New District, Zhengzhou)
January 2002
China Securities Regulatory Commission:
According to the questions listed in the letter on preparing for the meeting of Jiangsu Boamax Technologies Group Co.Ltd(002514) non-public development bank stock issuance and Examination Committee (hereinafter referred to as the “working letter”) issued by your association on January 11, 2022, Central China Securities Co.Ltd(601375) (hereinafter referred to as ” Central China Securities Co.Ltd(601375) ” and “recommendation institution”) Jiangsu Boamax Technologies Group Co.Ltd(002514) (hereinafter referred to as ” Jiangsu Boamax Technologies Group Co.Ltd(002514) “, “applicant”, “issuer”, “listed company”, “company”), the applicant’s lawyer taihetai law firm (hereinafter referred to as “lawyer”) and the accountant Su yajincheng accounting firm (special general partnership) (hereinafter referred to as “accountant” and “reporting accountant”) have conducted careful research and discussion, And check, implement and explain the issues listed in the work letter one by one. The written reply to the implementation of the work letter is as follows. Please review it.
Unless otherwise specified, the abbreviations or terms in the reply report of this working letter are the same as those in the due diligence report on Central China Securities Co.Ltd(601375) non public offering of shares in 2021.
Any discrepancy between the total value and the mantissa of the sum of the itemized values in the reply report of this working letter is caused by rounding.
The font in the reply report of this working letter represents the following meanings:
Issues listed in the working letter in bold
Reply to the questions listed in the working letter in Song typeface
catalogue
Question 1: about the stability of control 3 question 2: about debt repayment risk 34 question 3: about accounts receivable 45 question 4: about inventory (boiler supporting equipment) Question 5: on administrative punishment seventy-one
Question 1: about the stability of control
According to the application materials, in December 2020, Jiangsu jiedeng obtained the control of the company by transferring part of its equity and accepting the entrustment of voting rights. According to the voting right entrustment agreement, the exercise period of this entrusted voting right is from the date of completion of the delivery of the subject shares under the share transfer agreement (December 22, 2020) to the date when the total shares directly and indirectly held by Jiangsu jiedeng’s actual controller reach the actual control of the listed company. According to the commitment on voting right entrustment and persons acting in concert issued by Chen Dong, Wang Min and Jiangsu jiedeng on December 15, 2020, the entrusting party undertakes that the entrustment period of voting right entrustment shall not be less than 18 months from the date of completion of the delivery of the subject shares under the share transfer agreement (December 22, 2020).
The pledge proportion of shares held by Jiangsu jiedeng and those acting in concert Chen Dong and Wang Min is high. Due to the failure to repay the financing funds and pay interest on the shares pledged by Chen Dong to capital securities, capital securities forced to close 5.535 million shares pledged by Chen Dong through the centralized bidding transaction of the stock exchange on September 2, 2021, accounting for 1.00% of the shares of the listed company. 28.09 million shares pledged by Chen Dong to Debang securities (accounting for 5.07% of the total share capital of the listed company) were re frozen by the Shanghai financial court due to failure to repay debts. The freezing period is from November 1, 2021 to October 31, 2024. In addition, if other Pledged Shares of Jiangsu jiedeng, Chen Dong and Wang Min cannot be repaid as agreed due to Chen Dong’s debt, there is also a risk of being disposed of.
The applicant is requested to supplement and disclose: (1) the main contents of the voting power entrustment agreement, whether the voting power entrustment is unconditional and irrevocable, and whether it is conditional on this issuance; Whether the entrustment period of voting power entrustment is consistent with the commitment on voting power entrustment and persons acting in concert; (2) The specific process and latest progress of “28.09 million shares pledged by Chen Dong to Debang securities (accounting for 5.07% of the total share capital of the listed company) were re frozen by the Shanghai financial court due to failure to repay debts”, whether litigation and arbitration are involved, and whether the relevant pledged shares are at risk of judicial compulsory disposal; (3) Chen Dong and Wang Min’s debt risk exposure and credit status, whether Jiangsu jiedeng and its shareholders have debt default, and whether the applicant’s relevant measures to maintain the stability of control are feasible; (4) Whether the controlling shareholder and the actual controller maintain the stability of the control right, whether there is significant uncertainty, and whether the relevant risks are fully disclosed; (5) Please explain the basis for this pricing issuance, whether there are risks that do not comply with Article 7 of the detailed rules for the implementation of non public offering of shares by listed companies, and whether it constitutes a material obstacle to this pricing issuance.
The sponsor and the applicant’s lawyer shall explain the verification basis and process, and express clear verification opinions.
reply:
1、 The main contents of the voting right entrustment agreement, whether the voting right entrustment is unconditional and irrevocable, and whether it is conditional on this issuance; Whether the entrustment period of voting power entrustment is consistent with the commitment on voting power entrustment and persons acting in concert
(I) main contents of voting right entrustment agreement
On November 26, 2020, the entrusting party Chen Dong, Wang Min and the entrusted party Jiangsu jiedeng signed the voting rights entrustment agreement of Suzhou Jiangsu Boamax Technologies Group Co.Ltd(002514) Industrial Co., Ltd. (hereinafter referred to as the “voting rights entrustment agreement”). The main contents are as follows:
Party A 1 (entrusting party): Chen Dong
Party A 2 (client): Wang Min
Party B (trustee): Jiangsu jiedeng Intelligent Manufacturing Technology Co., Ltd
(in this agreement, Party A 1 and Party A 2 are collectively referred to as “Party A or the entrusting party”, Party A and Party B are collectively referred to as “parties” and individually referred to as “party”)
Whereas:
1. Suzhou Jiangsu Boamax Technologies Group Co.Ltd(002514) Industrial Co., Ltd. (hereinafter referred to as “listed company”, “target company” or ” Jiangsu Boamax Technologies Group Co.Ltd(002514) “) is a joint stock limited company established in accordance with Chinese law and listed on Shenzhen Stock Exchange (hereinafter referred to as “Shenzhen Stock Exchange”), with stock code of 002514 and stock abbreviation of Jiangsu Boamax Technologies Group Co.Ltd(002514) .
As of the date of signing this agreement, the total share capital of the listed company is 554034264 shares.
2. As of the date of signing this agreement, the entrusting party directly holds 128787608 shares of the target company (of which party a 1 directly holds 119365082 shares of the target company and Party A 2 directly holds 9422526 shares of the target company), Accounting for 23.2454% of the total share capital of the target company (including 21.5447% of the total share capital of the target company held by Party A 1 and 1.7007% of the total share capital of the target company held by Party A 2), from the date of completion of all the transfer of the target shares under the share transfer agreement, The entrusting party still directly holds 101085894 shares of the target company (accounting for 18.2454% of the total share capital of the target company).
3. As of the date of signing this agreement, the trustee has not held any shares in the subject company. Since the completion of the transfer and settlement of the subject shares under the share transfer agreement, the transferee holds a total of 27701714 shares of the subject company (accounting for 5.0000% of the total share capital of the subject company), and these shares are not subject to entrusted voting.
4. From the date of completion of the transfer and settlement of the subject shares under the share transfer agreement, the entrusting party irrevocably entrusts all shareholders’ rights such as voting rights corresponding to 101085894 shares held by it (accounting for 18.2454% of the total share capital of the subject company) to the trustee for exercise; The trustee agrees to accept the aforesaid entrustment.
Both parties hereby agree as follows: Article 1 authorized shares
1. From the date of completion of the transfer and settlement of the subject shares under the share transfer agreement, the entrusting party unconditionally and irrevocably authorizes the trustee to exercise the specific shareholders’ rights corresponding to 101085894 RMB ordinary circulating shares of the subject company (accounting for 18.2454% of the total share capital of the subject company, hereinafter referred to as “authorized shares”).
2. Since the completion of the transfer and delivery of the subject shares under the share transfer agreement and the authorization of share entrustment, the trustee holds a total of 128787608 shares with voting rights, accounting for 23.2454% of the total share capital of the subject company.
3. The shareholding and voting rights of both parties to the subject company are as follows:
When the share transfer agreement is signed
Number of shares held by the entity (shares) shareholding proportion (%) number of shares (shares) corresponding to the voting proportion (%) of voting rights owned
Client 1 119365082 21.5447 119365082 21.5447
Client 2 9422526 1.7007 9422526 1.7007
Trustee 0
After all the underlying shares are transferred
Number of shares held by the entity (shares) shareholding proportion (%) number of shares (shares) corresponding to the voting proportion (%) of voting rights owned
Client 1 91663368 16.5447 91663368 16.5447
Client 2 9422526 1.7007 9422526 1.7007
Trustee 27701714 5.0000
After the effectiveness of this Agreement
Number of shares held by the entity (shares) shareholding proportion (%) number of shares (shares) corresponding to the voting proportion (%) of voting rights owned
Client 1 91663368 16.5447 0
Client 2 9422526 1.7007 0
Trustee 27701714 5.0000 128787608 23.2454
4. If Party A reduces its shares in the listed company according to the agreement or passively reduces its shares in the listed company due to court enforcement or other reasons during the entrustment period, the voting rights of the remaining shares held by Party A after the reduction shall still be entrusted to Party B. If Party A has the right to reduce the shares, Party A shall inform Party B 15 trading days in advance before the reduction, and Party B has the preemptive right to purchase the shares transferred by Party A on the premise of complying with the laws, regulations and normative documents at that time. On the premise that Party B exercises its preemptive right and meets the requirements of regulatory authorities, government departments and judicial authorities, Party A shall transfer this part of shares to Party B within 7 working days from the date of lifting the pledge and complete the transfer registration. If Party B exercises the preemptive right, Party B may directly or through its affiliates transfer the shares transferred by Party A.
5. If the authorized shares held by Party A and the subject shares that have not completed the delivery are increased by means of share distribution, conversion of accumulation fund into shares, share splitting, share allotment, etc., the voting rights of the increased shares are also entrusted to Party B according to the agreement, and there is no need to sign a separate entrustment agreement.
Article 2 entrusted matters
1. Within the agreed entrustment period, unless otherwise agreed in this agreement, the entrusting party unconditionally and irrevocably entrusts the entrusted party as the sole and exclusive agent to exercise the voting rights of authorized shares and the following other shareholders’ rights (collectively referred to as “entrustment rights”); The entrusted party agrees to accept the entrustment and has the right to independently exercise the following entrustment rights in the name of the entrusting party:
(1) Convene, convene, preside over, attend or appoint agents to attend the general meeting of shareholders of the subject company;
