Qingdao Gaoce Technology Co.Ltd(688556)
And Guosen Securities Co.Ltd(002736)
Reply report on the second round examination and inquiry letter of Qingdao Gaoce Technology Co.Ltd(688556) application document for issuing convertible corporate bonds to unspecified objects
Sponsor (lead underwriter)
Address: floor 736, Luohu Road, Zhongling District, Shenzhen
February, 2002
Shanghai Stock Exchange:
We have received the second round of examination and inquiry letter on Qingdao Gaoce Technology Co.Ltd(688556) application documents for issuing convertible corporate bonds to unspecified objects (“szkss (refinancing) [2022] No. 14”, hereinafter referred to as the “examination and inquiry letter”) issued by your exchange on January 20, 2022. Qingdao Gaoce Technology Co.Ltd(688556) (hereinafter referred to as ” Qingdao Gaoce Technology Co.Ltd(688556) “, “issuer” or “company”) and Guosen Securities Co.Ltd(002736) (hereinafter referred to as ” Guosen Securities Co.Ltd(002736) “, “sponsor” or “this sponsor”) Zhongxinghua Certified Public Accountants (special general partnership) (hereinafter referred to as “reporting accountant”) and Guohao law firm (Shanghai) (hereinafter referred to as “issuer’s lawyer”) and other relevant parties have implemented and replied to the questions mentioned in the audit inquiry letter one by one, and supplemented the application documents accordingly. Please review.
(unless otherwise specified, the abbreviations or terms in this reply report have the same meanings as those in the prospectus for the issuance of convertible corporate bonds to unspecified objects (draft report).) Font of this reply report:
Review the questions listed in the inquiry letter in bold (not bold)
Reply to questions of audit inquiry letter and verification opinions of intermediary institutions in Song typeface (not bold)
Supplementary and revised disclosure contents of the prospectus (in BOLD)
Supplementary and modified contents of inquiry response report (BOLD)
Note: any discrepancy between the total value and the mantissa of the sum of the itemized values in this reply report is caused by rounding.
catalogue
Question 1: About replenishing working capital four
Question 1: About replenishing working capital
According to the first round of replies, in Leshan 12gw machining and supporting projects, the proposed investment amount of raised funds for the purchase of production equipment, tools and instruments is 152.6458 million yuan. Among them, some cutting machines, all square cutting machines and grinding machines required by the project are purchased from the parent company by the subsidiary, and the investment amount of the raised funds to be used is 10.8398 million yuan, 42.7447 million yuan and 68.4019 million yuan respectively; In Leshan 6Gw photovoltaic silicon wafer and supporting projects, the proposed investment amount of raised funds for the purchase of production equipment, tools and instruments is 246382500 yuan. Among them, the slicer required by the project is purchased from the parent company by the subsidiary, and the investment amount of the raised funds to be used is 139.7882 million yuan. The inventory of the parent company Qingdao gaotest mainly includes cutting equipment such as slicer, square cutting machine, cutting machine, grinding and inversion machine and so on.
The issuer is requested to explain: (1) in combination with the company’s business model and new OEM business, fully demonstrate whether the amount of the raised funds to be used by the subsidiary to purchase production equipment, tools and instruments from the parent company belongs to non capital expenditures such as personnel wages, payment for goods and initial working capital, which should be regarded as supplementing working capital; (2) Combined with the situation of non capital expenditure in each raised investment project, calculate the specific amount actually used to supplement working capital in this raised investment project, and demonstrate whether the proportion of supplementary working capital exceeds 30% of the total raised capital.
The recommendation institution is requested to check and give clear opinions according to question 4 of the examination and answer of securities issuance and listing of listed companies on the science and innovation board.
Please report to the accountant for verification and express clear opinions.
reply:
1、 In combination with the company’s business model and new OEM business, it is fully demonstrated whether the amount of the raised funds to be used by the subsidiary to purchase production equipment, tools and instruments from the parent company belongs to non capital expenditures such as personnel wages, payment for goods and initial working capital, which should be regarded as supplementing working capital
(I) investment scale and composition of the company’s raised investment project
The total amount of funds raised by the company in issuing convertible corporate bonds to unspecified objects this time shall not exceed 483.3 million yuan (including 483.3 million yuan). The net amount of funds raised after deducting the issuance expenses shall be used for the following items:
