Shanghai Stock Exchange document szkss (refinancing) [2022] No. 17
——————– Wuxi Autowell Technology Co.Ltd(688516) . Ping An Securities Co., Ltd.:
In accordance with relevant laws and regulations such as the securities law, the measures for the administration of securities issuance and registration of companies listed on the science and Innovation Board (for Trial Implementation), the rules for the examination and approval of securities issuance and listing of companies listed on the science and Innovation Board of Shanghai Stock Exchange, and the relevant provisions of the exchange, the examination and approval authority of the exchange has examined the application documents of Wuxi Autowell Technology Co.Ltd(688516) (hereinafter referred to as the company or Wuxi Autowell Technology Co.Ltd(688516) ) for issuing shares to specific objects, And formed the second round of questions.
1. About the issuance plan
According to the inquiry reply, Ge Zhiyong’s 550 million yuan fund for subscribing for the shares issued this time comes from the loans of natural persons Zhang Hong and Wang Huaiqian, of which Zhang Hong is the spouse of Lin Jianhua, the actual controller of Hangzhou First Applied Material Co.Ltd(603806) (603806. SH), and Wang Huaiqian is the actual controller of century Zhiyuan investment company. Both parties have signed a loan intention agreement with an agreed term of 24 months and can be extended for 12 months. The interest rate is 9% annualized (simple interest), and there is no need to provide guarantee. In addition, the issue price is 70.39 yuan / share, and the closing price of the company’s shares is 245.72 yuan / share as of December 31, 2021, which is far from the issue price.
Please explain to the issuer: (1) whether Zhang Hong and Wang Huaiqian are the final lending entities of the loan, whether they have internal division arrangements for the loan amount, and whether the source of funds is legal and compliant; (2) In combination with the agreed contents of the intention agreement between the two parties, Ge Zhiyong’s financial strength and the fluctuation of the company’s share price, this paper further discusses the commercial rationality of Zhang Hong and Wang Huai lending large amounts of funds to ge Zhiyong to subscribe for the shares issued this time, and whether there are other interest arrangements.
The issuer is requested to disclose: (1) the source of Ge Zhiyong’s subscription funds, whether there is any external raising, holding on behalf, structured arrangement or indirect use of the funds of the issuer and its related parties for this subscription; (2) The lender is requested to make a commitment and disclose it in the prospectus to understand the purpose of the loaned funds. The loaned funds are indeed loans, perform relevant agreements according to the term and interest agreed in the loan agreement, and have no agency or other interest arrangement with the borrower and its controlled affiliates; (3) The borrower shall promise and disclose in the prospectus that the loan fund is indeed a loan, and there is no agency holding, compensation, promised income or other interest arrangement between himself and his controlled related parties and the lender. Subsequently, he is willing to accept relevant regulatory inspection on this commitment. In case of violation of this commitment, the relevant income corresponding to the illegal part shall belong to the listed company.
The recommendation institution and the issuer’s lawyers are requested to check and express clear opinions in accordance with question 10 of the answers to several questions on refinancing business.
The company is requested to distinguish between “disclosure” and “explanation”. In addition to applying for exemption, the disclosure content shall be added to the prospectus. The explanation content is the content of inquiry reply and does not need to be added to the prospectus; Where the amendment of the prospectus and other application documents is involved, the updated place shall be indicated in bold in regular script, and the amendment description and difference comparison table shall be submitted together; The recommendation institution is requested to carefully check and check the company’s reply item by item, and write the general opinion that “we have checked the company’s reply in this reply material to confirm and ensure its authenticity, completeness and accuracy” after the company’s reply.
Shanghai Stock Exchange
Subject words of January 22, 2002: inquiry letter on refinancing of science and Technology Innovation Board
Issued by Shanghai Stock Exchange science and Innovation Board listing Audit Center on January 22, 2022
