Holitech Technology Co.Ltd(002217)
And
Guotai Junan Securities Co.Ltd(601211)
about
Reply to feedback on application documents for non-public offering of shares
Sponsor (lead underwriter)
January 2002
Holitech Technology Co.Ltd(002217)
With Guotai Junan Securities Co.Ltd(601211)
Reply to the feedback on the application documents for non-public offering of shares China Securities Regulatory Commission:
We have received the notice of the CSRC on the first feedback on the examination of administrative licensing projects (No. 212799) (hereinafter referred to as the "feedback") issued by your commission on November 2, 2021. Holitech Technology Co.Ltd(002217) (hereinafter referred to as the "company", "listed company", "002217}", "applicant" or "issuer") and Guotai Junan Securities Co.Ltd(601211) (hereinafter referred to as the "sponsor" or " Guotai Junan Securities Co.Ltd(601211) "), Beijing global law firm (hereinafter referred to as the "global law firm") Zhitong Certified Public Accountants (special general partnership) (hereinafter referred to as "Zhitong certified public accountants") and other intermediaries have carefully implemented the problems listed in the feedback one by one, and replied to the relevant problems. Please review.
Unless otherwise specified, the abbreviation in this reply has the same meaning as the abbreviation in the due diligence report. The data listed in this reply may be slightly different from the results calculated based on the relevant single data listed in the reply due to rounding.
catalogue
catalogue 2 question 1: 3 question 2: 8 question 3: 11 question 4: 15 question 5: 17 question 6: 19 question 7: 26 question 8: 31 question 9: 32 question 10: 38 question 11: 49 question 12: 69 question XIII: 82 question 14: 117 question 15: 123question 16: 126 question XVII: 139 question 18: 149 question XIX: 153 question 20: 156 question XXI: one hundred and seventy-two
Question 1:
According to the application materials, the applicant's wholly-owned subsidiary Holitech Technology Co.Ltd(002217) chemical was convicted of producing and selling products that did not meet the safety standards during the reporting period. Please explain the basic information, rectification and the effect of rectification. The sponsor and the applicant's lawyer shall, in accordance with the relevant requirements of the answers to several questions on refinancing business, and according to the nature of behavior, subjective malignancy, social impact and other specific conditions, supplement whether the above matters lead to serious environmental pollution, major casualties and bad social impact, Whether it constitutes the circumstances specified in Item (VII) of Article 39 of the measures for the administration of securities issuance of listed companies, and whether it constitutes an obstacle to this non-public offering. The sponsor and the applicant's lawyer shall check and give their opinions carefully.
reply:
1、 Issuer description
(I) basic information, rectification and effect of the above criminal punishment
In 2016, Holitech Technology Co.Ltd(002217) chemical did not add or added less antiknock agent to the products sold according to the actual needs of customers (32-4-0 nitro compound fertilizer). Due to improper management, some products without antiknock agent flowed into the society and were used by criminals to illegally manufacture explosives. According to the criminal judgment made by the people's Court of Yiyuan County, Shandong Province on February 12, 2018, Holitech Technology Co.Ltd(002217) chemical industry was found guilty of "producing and selling products that do not meet safety standards", and was fined 500000 yuan.
After the above incident, Holitech Technology Co.Ltd(002217) chemical took the initiative to recover the relevant products sold everywhere (32-4-0 nitro compound fertilizer), actively cooperated with the public security organ in the investigation, and paid the fine in full. The relevant personnel involved automatically surrendered to the case and truthfully confessed the facts of the crime, or truthfully confessed after being brought to justice. The issuer established a special rectification team to strictly implement the causes and responsibilities of the accident, and gave warnings, job transfers and demotions to the persons directly and indirectly responsible for the accident according to their responsibilities, and gave corresponding economic penalties; At the same time, it also organized and strengthened the training and study of the issuer, its subsidiaries and their management personnel and employees on relevant laws and regulations such as the criminal law of the people's Republic of China and the notice on implementing the test methods and judgment of agricultural ammonium nitrate antiknock performance, so as to completely eliminate the recurrence of such situations.
Since the above events occurred in 2018, Holitech Technology Co.Ltd(002217) chemical no longer produces similar 32-4-0 nitro compound fertilizer products that need to add antiknock agent, so as to completely eliminate relevant potential risks; At the same time, Holitech Technology Co.Ltd(002217) chemical industry also strictly abides by laws and regulations such as work safety supervision and management, and there is no administrative punishment or criminal responsibility for violating laws and regulations such as work safety supervision and management, and there are no other work safety accidents or similar accidents. There are no production safety liability accidents in laws, regulations, administrative regulations and local rules related to production safety supervision and management.
(II) the issuer has sold 100% equity of Holitech Technology Co.Ltd(002217) chemical industry
In order to further highlight and focus on the development direction of the company's main business and optimize the company's asset structure, the issuer plans to sell 100% equity of Holitech Technology Co.Ltd(002217) chemical industry, and issued the announcement on asset sale (Announcement No. 2021-121) on November 25, 2021. The company will publicly transfer its 100% equity of Holitech Technology Co.Ltd(002217) chemical industry through the property exchange, The above matters have been examined and approved by the board of directors of the company and the appraisal project filing form has been issued by the state-owned assets supervision and administration institution. On November 29, 2021, the issuer publicly listed and transferred its 100% equity of Holitech Technology Co.Ltd(002217) chemical industry in Fujian property right trading center; On December 29, 2021, the aforesaid transaction has been settled. After the completion of this Holitech Technology Co.Ltd(002217) chemical sale, the listed company will no longer engage in the production and sales of chemical products and other related businesses.
During the reporting period, Holitech Technology Co.Ltd(002217) Chemical operating revenue and net profit accounted for the issuer's operating revenue and net profit as follows:
Unit: 10000 yuan
Company indicators January September 2021 2020 2019 2018
Holitech Technology Co.Ltd(002217) chemical 102490.94 99647.74 102500.64 126109.44
Operating income issuer 1170943.01 1715288.82 1862994.19 1690435.33
Accounting for 8.75%, 5.81%, 5.50% and 6.31%
Holitech Technology Co.Ltd(002217) chemical 11976.17 7204.96 4636.72 7154.68
Net profit issuer 9690.55 -308196.13 101518.91 126109.44
Net profit accounted for 123.59% - 4.57% and 5.67%
(III) the above matters have not caused serious environmental pollution, heavy casualties and adverse social impact, which do not constitute the circumstances specified in Item (VII) of Article 39 of the measures for the administration of issuance, and do not constitute a substantive obstacle to this issuance
Item (VII) of Article 39 of the measures for the administration of issuance stipulates that "a listed company shall not issue shares in private under any of the following circumstances: (VII) other circumstances that seriously damage the legitimate rights and interests of investors and social and public interests.
”According to the answers to some questions on refinancing business (revised in June 2020) published by the CSRC, the "other circumstances seriously damaging the legitimate rights and interests of investors and social public interests" specified in the issuance conditions of non-public offering of shares and non-public offering of preferred shares by the main board (small and medium-sized board) issuer shall be determined according to the nature of behavior, subjective malignancy Comprehensive judgment of specific conditions such as social impact. If the relevant illegal acts cause serious environmental pollution, heavy casualties and bad social impact, in principle, they shall be regarded as illegal acts that seriously damage the legitimate rights and interests of investors and the social and public interests. "
1. Behavior nature
(1) The illegal acts involved in criminal punishment occurred outside the reporting period, and the execution of criminal punishment has been completed for more than 36 months. The violation of Holitech Technology Co.Ltd(002217) chemical criminal punishment occurred in 2016. Outside the reporting period of the issuer's issuance, and as of the date of issuance of this feedback, the execution of Holitech Technology Co.Ltd(002217) chemical punishment made in February 2018 has been completed for more than 36 months, and the punishment consequences have been eliminated.
(2) According to "question 4, (I) identification criteria for major violations" in the answers to several questions on refinancing business (revised in June 2020) published by the CSRC: "the starting point of major violations in the last 36 months shall be calculated from the date when the execution of penalty or administrative penalty decision is completed". The criminal punishment imposed on Holitech Technology Co.Ltd(002217) chemical industry was completed in July 2018, which did not have a significant adverse impact on the issuer's ability to continue operation. There were no major violations in Holitech Technology Co.Ltd(002217) recent 36 months. After the occurrence of the above criminal punishment, the issuer attached great importance to relevant problems, actively carried out rectification, and paid fines to the people's Court of Yiyuan County. These amounts accounted for 0.04% and 0.0044% of the issuer's net profit and net assets in 2018 respectively, accounting for a relatively small proportion, which did not have a significant adverse impact on the issuer's sustainable profitability; On July 18, 2018, the people's Court of Yiyuan County made (2018) Lu 0323zhi No. 1182 enforcement ruling, confirming that "in the case of the defendant Shandong Holitech Technology Co.Ltd(002217) Chemical Co., Ltd. involved in the crime of producing and selling products that do not meet the safety standards, the defendant has paid a fine of 500000 yuan to the court"; Holitech Technology Co.Ltd(002217) chemical has fulfilled the criminal punishment according to the judgment of the criminal judgment in July 2018, and there is no further judicial proceedings involving the issuer and its directors, supervisors and senior managers.
(3) No major casualties were caused. According to the first paragraph of Article 3 of the regulations on reporting, investigation and handling of production safety accidents (Order No. 493 of the State Council):... (II) major accidents refer to accidents that cause more than 10 but less than 30 deaths, more than 50 but less than 100 serious injuries, or direct economic losses of more than 50 million yuan and less than 100 million yuan... ". According to the criminal judgment, Holitech Technology Co.Ltd(002217) chemical industry did not cause major casualties or major accidents in this case. The case has been decided by the court. The case is clear and the legal consequences are clear. Holitech Technology Co.Ltd(002217) chemical industry constitutes voluntary surrender and can be mitigated according to law.
2. Subjective malignancy
From the perspective of subjective malignancy, Holitech Technology Co.Ltd(002217) chemical industry does not add or add less antiknock agent according to the actual needs of customers, not for illegal interests. In the process of operation, due to improper management, some products without antiknock agent flow into the society and are used by criminals to make explosives without legal system; After the incident, Holitech Technology Co.Ltd(002217) chemical took the initiative to recover the products sold everywhere (32-4-0 nitro compound fertilizer), and the relevant personnel involved automatically surrendered to the case and truthfully confessed the facts of the crime, which constituted voluntary surrender, or truthfully explained after the case was brought to justice, which can be regarded as voluntary surrender and mitigated punishment according to law.
The issuer also attached great importance to it and set up a rectification team to implement the causes of the accident. The person directly responsible for the accident and the person indirectly responsible for the accident were given warnings, job transfers, demotions and other treatments according to the size of responsibility, and corresponding economic penalties were given. At the same time, it also organized and strengthened the training and study of the operation and management personnel and employees of the issuer and its subsidiaries on relevant laws and regulations such as the criminal law of the people's Republic of China and the notice on implementing the test methods and judgment of anti explosion performance of agricultural ammonium nitrate, so as to completely eliminate the recurrence of such situations.
In addition, since the above events occurred in 2018, Holitech Technology Co.Ltd(002217) chemical will no longer produce similar 32-4-0 nitro compound fertilizer that needs to add antiknock agent, so as to completely eliminate relevant potential risks.
3. Social impact
According to the criminal judgment, Holitech Technology Co.Ltd(002217) the above illegal acts of chemical industry do not lead to serious environmental pollution and heavy casualties; After searching through open channels on the Internet, as of the date of issuance of this feedback reply, there are no public opinion reports on the adverse social impact caused by the criminal punishment of Holitech Technology Co.Ltd(002217) chemical industry.
To sum up, Holitech Technology Co.Ltd(002217) chemical's illegal acts involved in the above criminal punishment occurred outside the reporting period, Holitech Technology Co.Ltd(002217) chemical has been executed in July 2018, and the punishment has been executed for more than 36 months. The listed company has no major illegal acts in the last 36 months, and the amount of punishment is relatively small compared with the issuer's current net profit and net assets, There is no significant adverse impact on the issuer's production, operation and sustainable profitability; Holitech Technology Co.Ltd(002217) chemical has paid the fine on time, which will not affect the legal existence and sustainable operation of the issuer; Since the occurrence of the above events, Holitech Technology Co.Ltd(002217) chemical has not reproduced similar 32-4-0 nitro compound fertilizer requiring antiknock agent, has not been subject to administrative punishment or criminal responsibility for violating laws and regulations such as work safety supervision and management, and has not had other work safety accidents. The issuer has sold 100% equity of Holitech Technology Co.Ltd(002217) chemical. After the sale, the listed company will no longer engage in the production and sales of chemical products. Holitech Technology Co.Ltd(002217) the above criminal punishment of chemical industry has not led to serious environmental pollution, heavy casualties and bad social impact, which does not constitute the situation specified in Item (VII) of Article 39 of the measures for the administration of issuance, and does not constitute a substantive obstacle to this issuance.
2、 Verification opinions of recommendation institutions and lawyers
(I) verification procedure
The sponsor and the issuer's lawyers have performed the following verification procedures:
