Shanghai Stock Exchange document szkss (refinancing) [2022] No. 24
On the application documents of Kbc Corporation Ltd(688598) company for issuing shares to specific objects
Second round audit inquiry letter
Kbc Corporation Ltd(688598) 、 Haitong Securities Company Limited(600837) ：
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 Kbc Corporation Ltd(688598) (hereinafter referred to as the listed company or company) for issuing shares to specific objects, And formed the second round of questions.
1. Capacity expansion project of high-purity large-size advanced carbon matrix composites
According to public data, China's newly added photovoltaic power generation grid connected installed capacity in 2021 is about 53gw. By the end of 2021, the installed capacity of grid connected photovoltaic power generation has reached 306gw. According to China Photovoltaic Industry Association, the predicted scale of China's new photovoltaic installed capacity in 2021 is 55-65gw. According to the prospectus, during the "14th five year plan" period, the average annual installed capacity of new PV in China will be between 70-90gw.
According to the first round of inquiry reply, the issuer signed long-term cooperation agreements with Longi Green Energy Technology Co.Ltd(601012) , Jingke energy, Wuxi Shangji Automation Co.Ltd(603185) and other companies, and maintained stable cooperation with Tianjin Zhonghuan Semiconductor Co.Ltd(002129) , Zhejiang Jingsheng Mechanical & Electrical Co.Ltd(300316) , Beijing Jingyuntong Technology Co.Ltd(601908) and other companies.
The issuer is requested to explain: (1) analyze the differences and reasons between the installed capacity of photovoltaic power plants in 2021 and the expected installed capacity in combination with the latest public data; The industrialization of other clean energy sources during the reporting period, whether there is substitution effect and specific impact on the photovoltaic industry; (2) In combination with the annual purchase quantity of the cooperation agreement, the annual sales volume of other cooperative customers during the reporting period, the expansion of new customers or intentional contracts, analyze the matching relationship with the existing production capacity, the production capacity of the initial raised investment project and the new production capacity of this raised investment, and the difference and relationship between the above agreement or purchased products and the products of this raised investment; (3) In combination with the measurement of downstream demand changes of relevant products, product market share, product sales, on-hand orders, etc., further explain the necessity of capacity expansion of this raised investment project.
2. About Jinbo Research Institute Project
According to the application materials and the first round of inquiry reply, (1) the R & D fields to be engaged in this project include photovoltaic, semiconductor, high temperature heat treatment, hydrogen fuel cell, friction braking, etc; Research and development methods adopted by the company in the above fields; (2) As of September 30, 2021, the number of R & D personnel of the issuer is 59, and it is expected to recruit 120 R & D personnel in the next two years; (3) The issuer's existing R & D equipment includes silicon carbide single crystal production furnace, graphitization furnace, etc. the equipment to be purchased includes silicon carbide crystal growth equipment, silicon carbide powder synthesis equipment, etc.
The issuer is requested to explain: (1) list the corresponding core technical personnel, R & D personnel, technical reserves and research projects according to the R & D field, and analyze whether the company has the ability to carry out R & D in the above fields at the same time; (2) The products formed and products to be developed by the issuer in the above fields, the market competition pattern and market expansion of relevant industries; (3) The reasons for the issuer to recruit a large number of R & D personnel in the future, the specific recruitment plan, the number and main role of personnel in various fields, and whether there is a risk of not recruiting enough R & D personnel; (4) The main functional differences between the R & D equipment to be purchased by the issuer and the existing R & D equipment; (5) The use of the company's existing R & D sites and R & D equipment, the relevance of the R & D equipment and R & D direction to be purchased by Jinbo Research Institute with its main business and main products, and further explain the necessity of the issuer's construction of Jinbo research institute project in combination with the above situation.
3. Income calculation
According to the first round of inquiry reply, (1) after the completion of the high-purity large-scale advanced carbon matrix composite capacity expansion project, the overall gross profit margin will be reduced from 62.94% to 51.62%, and the production cost per ton will rise from 350000 yuan to 497000 yuan. (2) In the benefit forecast, the operating revenue forecast is based on two dimensions: sales volume and price. The estimated average unit price at the initial stage of completion is slightly higher than the current average unit price of the company's products. From the second year to the fourth year, it will decrease by about 10% from the previous year. The sales price will remain unchanged from the fifth year and is basically equivalent to the average price of current products; The project is put into operation while being built. The output reaches 60% in the second year and 100% in the third year. The sales volume is consistent with the production capacity; (3) For the financing expansion project, the issuer adopts the existing technology accumulation, and there is no significant difference between the technology of the corresponding product and the existing technology.
The issuer is requested to: (1) the reasons and rationality of the decrease of gross profit margin and the increase of unit cost caused by the completion of the project, and improve the relevant contents of "risk factors related to this issuance"; (2) Whether the basis for determining the sales price is higher than the average price of the current product is reasonable; Whether the calculation of sales volume is cautious in combination with the existing production and sales rate, orders in hand, market scale and competitors.
Please report to the accountant for verification and comment.
4. On the need for financing
According to the application materials, (1) the total amount of funds raised by the issuer this time shall not exceed 3102916300 yuan; (2) As of September 30, 2021, the total amount of IPO funds raised by the issuer was 865 million yuan, of which 699 million yuan had been used; The total amount of funds raised from the previous convertible bonds was 594 million yuan, of which 309 million yuan has been used; (3) The holding time of the board of directors of this offering is less than 18 months from the time when the initial raised investment is in place and less than 6 months from the time when the previous raised investment is in place.
The issuer is requested to explain: (1) further explain the necessity of the issuer's large-scale financing in the short term in combination with the industry situation, the use of the raised funds, the issuer's existing assets and the specific purpose of the existing monetary funds; (2) Up to now, the specific situation of the issuer's use of the funds raised in the previous time, whether there is any situation that the investment funds raised in the previous time are used to supplement the working capital in a disguised form, and the production capacity of the projects invested in the raised funds.
5. Reply on EIA
According to the first round of replies, the capacity expansion project of high-purity large-size advanced carbon matrix composites and the construction project of Jinbo Research Institute are expected to obtain the EIA approval in late January 2022.
The issuer is requested to explain whether the raised investment construction project has obtained the EIA reply; If it has been obtained, please make supplementary disclosure in the prospectus.
The company is requested to distinguish between "disclosure" and "explanation". In addition to applying for exemption, the disclosure content should be added to the prospectus. The explanation content is the content of inquiry reply and need not be added to the prospectus; If 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 "the institution has 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
February 9, 2002
Key words: inquiry letter on refinancing of science and Innovation Board
Issued by the listing examination center of Shanghai Stock Exchange on February 9, 2022
