Source: China Economic Network
China Economic Network Beijing September 5th The 41st review meeting of the Beijing Stock Exchange Listing Committee in 2022 was held on the morning of September 2, 2022. Wuhan Hengli Engineering Drilling Tools Co., Ltd. (hereinafter referred to as "Hengli Drilling Tools") meets the issuance conditions, listing conditions and information disclosure requirements.
The sponsor (lead underwriter) of Hengli Drilling Tools issuance of this time is Changjiang Securities Underwriting and Sponsor Co., Ltd., and the sponsor representatives are Zhu Lingyun and Cao Xia.
Hengli Drill Tools’ main business is the research and development, design, production and sales of engineering rock breaking tools. It also provides customers with integrated services such as tool selection, customized production and after-sales maintenance, to meet the differentiated requirements put forward by customers for engineering rock breaking tools due to different geological environment and equipment models.
Hengli Drill Tool's prospectus disclosed on August 26, 2022 shows that as of the date of signing the prospectus, Yu Lixin directly held 9,928,000 shares of the company, accounting for 20.98% of the company's total share capital. He indirectly controlled 9.40% of the company's shares through Caiyingda, and controlled a total of 30.37% of the company's shares, and was the company's controlling shareholder and actual controller. During the reporting period, the company's controlling shareholder and actual controller have not changed.
Hengli Drill Tool intends to issue no more than 14 million shares to unspecified qualified investors (including the original number, excluding the exercise of the over-allotment option). The company and the lead underwriter may choose to adopt the over-allotment option at the right time according to the specific issuance situation. The number of shares issued with the over-allotment option shall not exceed 15% of the number of shares issued this time (i.e. no more than 2.1 million shares).
Hengli Drilling Tools intends to raise 224 million yuan this time, of which 150 million yuan will be used for the construction of the engineering rock-breaking tool production base, 50 million yuan will be used for the research and development trial production center project of the engineering drilling tool production base, and 24 million yuan will be used for the supplementary working capital.
review opinions
1. Please obtain confirmation from the authority on the implementation process and results of the restructuring plan.
2. Please provide additional disclosures on the specific situation of realizing the hidden shareholder through unequal capital increase, and whether the method of canceling the holding of the shareholders of the company is legal and compliant.
3. Please provide additional disclosures on the progress of the issuance of commodity management methods and financial internal control regulations.
Main questions raised by the review meeting
1. Regarding the confirmation of reform and shareholding holdings. According to the declaration documents, the issuer has the following situations: (1) Sinopec Petroleum Machinery Co., Ltd. (i.e. the full name after Jiangzun Co., Ltd.) issued a confirmation letter on January 25, 2022. Because the limited asset scale of the drill to be reorganized is limited, the adjustment of the preliminary plan in actual implementation is in line with the decision-making authority of Jiangzun Co., Ltd. and has been recognized by Sinopec Group; Jiangzun Co., Ltd.'s approval of the drill limited reform procedures, and the reorganization results are legal and valid. (2) According to the "Credit Notice of China Merchants Bank", on November 24, 2006, the payer Yu Lixin remitted RMB 950,000.00 and RMB 235,700.00 (total RMB 1,185,700.00) to the payee Shanghai Longtai respectively. The payment summary column shows "equity transaction". After confirmation by Yu Lixin and Du Heng, some of the above payments paid by Yu Lixin were equity transfer payments advanced on behalf of Du Heng, and Du Heng has returned the advance payments to Yu Lixin.
(3) In May 2012, the fourth equity transfer of Dianli Limited, Wan Qingshan and Qiu Yingming withdrew from the company, and the 1.125% and 2.625% of the shares held by Cui Dingjin and Yu Lixin were respectively acquired by Cui Dingjin and Yu Lixin. Since the target equity for this equity transfer was originally registered in the name of the transferee, this equity transfer does not require the change registration to the industrial and commercial department. (4) In August 2015, Dianwei Limited's first capital increase. Through the capital increase in a different proportion, the shareholding ratio between the prominent shareholders and the hidden shareholders reached the proportion jointly confirmed by all shareholders at that time, thus realizing the realization of the hidden shareholders. (5) In August 2015, for the fifth equity transfer of Zhuanli Limited, Cui Dingjin transferred 1.875% of the company's equity (a total of 300,000 yuan in total) to Zhidongwen, and transferred 2.1875% of the company's equity (a total of 350,000 yuan in total) to Zhu Shanmei.
Please explain to the issuer: (1) In the aforementioned "The confirmation letter has confirmed that the asset scale of the proposed drill is limited due to the limited number of drills to be reorganized, and the adjustment of the preliminary plan in actual implementation has been recognized by Sinopec Group." In the specific recognition method of Sinopec Group, whether there is a document basis and specific content of the document. (2) Whether Jiangzhuan Co., Ltd. belongs to the competent department for drilling limited reform, and whether the confirmation letter issued by it needs to be approved or confirmed by Jianghan Petroleum Administration and Sinopec Group. (3) Whether the equity ratio and equity (resolve) holding of employees participating in the restructuring have been approved or confirmed by the competent department for restructuring. (4) Regarding the equity transaction payment paid by payer Yu Lixin to pay the payee Shanghai Longtai Du Heng on November 24, 2006, when and how Du Heng will return the advance payment to Yu Lixin, and whether there are equity holding situations or other interest arrangements in the transfer. (5) Payment method and specific payment of the equity transfer price of the fourth equity transfer of Drill Limited in May 2012 and the fifth equity transfer of Drill Limited in August 2015. (6) In August 2015, in the first capital increase of Drilling Limited, how to realize the real name of the hidden shareholder through unequal capital increase, whether the method of resolving the holding of Drilling Limited shareholders is legal and compliant, whether the shareholders fully fulfill their capital contribution obligations in this capital increase, whether there are false capital contributions, withdrawals from capital contributions, etc.
Please provide clear opinions from the sponsor and issuer lawyers, explain in detail the verification process, verification methods, corresponding evidence materials and verification conclusions, and explain the verification methods and verification evidence as sufficient to support the verification conclusions.
2. About financial internal control. According to the declaration documents, (1) the issuer makes retroactive adjustments to the financial statements of the declaration period, of which the impact on net profit in 2020 and 2019 is 14.07%, -48.42%, respectively, and the adjustment amount accounts for a large proportion. (2) The issuer and related parties have frequent fund lending and borrowing, and there are errors in fund transfer operations when borrowing funds from related parties in 2019 and 2020. (3) During the reporting period, the issuer had irregular financial internal control such as using personal cards, differences in inventory accounts, violations of bills, capital occupation, and third-party collection. Please provide additional explanations for: (1) Whether the above adjustments have a substantial impact on the financial data submitted, and whether the relevant penalties are triggered. (2) Whether there are major defects in the issuer's internal control, the rectification and implementation of the content; the standardization and effectiveness of the issuer's financial internal control. Please ask the sponsor and the applicant accountant to verify and express their opinions.
