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Application documents for non-public offering of a shares
Reply to secondary feedback
Sponsor (lead underwriter)
Room 618, No. 2, Tengfei 1st Street, Zhongxin Guangzhou Knowledge City, Huangpu District, Guangzhou City, Guangdong Province February, 2002
China Securities Regulatory Commission:
The notice of the CSRC on the second feedback on the examination of administrative licensing projects (No. 212427) (hereinafter referred to as the "feedback") issued by your commission on January 6, 2022 has been received. According to the requirements of your feedback, Guangzhou Shiyuan Electronic Technology Company Limited(002841) (hereinafter referred to as " Guangzhou Shiyuan Electronic Technology Company Limited(002841) ", "company", "applicant" or "issuer") together with the recommendation institution Gf Securities Co.Ltd(000776) (hereinafter referred to as " Gf Securities Co.Ltd(000776) " or "recommendation institution"), the applicant's accountant, Lixin Certified Public Accountants (special general partnership) (hereinafter referred to as "applicant's accountant") The applicant's lawyer, Beijing JUNHE law firm (hereinafter referred to as "the applicant's lawyer") and other intermediaries discussed the issues raised in the feedback, verified the relevant matters and expressed their opinions.
The specific conditions are described as follows. Please review them.
Unless otherwise specified in this feedback response document, the relevant terms and abbreviations have the same meanings as those in the due diligence report on Gf Securities Co.Ltd(000776) non-public development of A-share shares. In this reply, if the mantissa of the total is inconsistent with the mantissa of the total of the listed values, it is caused by rounding.
catalogue
Question 1 3 question 2 26 question 3 thirty-nine
Question 1 about financial investment
The industrial funds, M & a funds and investment platform companies established or invested by the applicant from six months before the date of the resolution of the board of directors related to this issuance (i.e. October 27, 2020) to the date of the feedback reply include Lanxiang phase VI fund, Ningbo Shiying, Suzhou Lake shanhuaxin venture capital partnership (limited partnership) Guangdong core future phase I private equity investment fund partnership (limited partnership) and Guangzhou Shiyuan private equity investment fund management Co., Ltd. newly increased equity investments include radium equipment, Guangzhou Yixiang, Huayuan Zhixin, Anhui jingsai Technology Co., Ltd., Guangzhou Shichuang Display Technology Co., Ltd. and Suzhou maizhiwei Semiconductor Co., Ltd. The applicant believes that the above investments are not financial investments.
The applicant is requested to: (1) explain the background, purpose and formation process of frequent foreign investment in the short term, whether the feasibility demonstration and preparation are sufficient, whether the relevant review procedures have been performed, whether the applicant's business strategy has changed or will change significantly, and whether the relevant risks have been fully revealed; (2) In strict accordance with the relevant provisions on financial investment in the answers to some questions about refinancing business, explain whether the above investment belongs to financial investment, and whether the reasons why the applicant believes that it does not belong to financial investment are tenable and sufficient; (3) Explain whether the above new investment and the amount to be invested should be deducted from the total amount of the raised funds.
The sponsor and the applicant's lawyer shall explain the verification basis and process, and express clear opinions on whether the above investment is a financial investment.
reply:
1、 Issuer description
(I) explain the background, purpose and formation process of frequent foreign investment in the short term, whether the feasibility demonstration and preparation are sufficient, whether the relevant review procedures have been performed, whether the applicant's business strategy has changed or will change significantly, and whether the relevant risks have been fully revealed
1. Overall background of the company's foreign investment
The global spread of covid-19 epidemic in 2020 increased the downward pressure on the global economy. The epidemic prevention and control measures of various countries made the global resumption of work and production slow and the manufacturing industry chain suffered a great impact. In addition, in recent years, the big country competition between China and the United States has gradually shifted from the field of trade to the field of science, technology and finance. In the field of scientific and technological innovation, the United States continues to suppress China in high-end science and technology fields such as semiconductor and 5g communication, which affects the layout progress of China's high-end science and technology fields.
In this context, according to its own strategic development objectives, the company began to invest in high-quality target companies upstream and downstream of the industrial chain around its main business. On the one hand, it is to ensure the safety and stability of the supply of important raw materials in its own industrial chain and further improve the company's comprehensive competitiveness; On the other hand, as a leading enterprise in China's interactive intelligent display and control industry, the company hopes to accelerate the pace of independent control and localization substitution of domestic integrated circuits through its own strategic investment.
As of the date of issuance of this reply, various investments of the company are as follows:
Investment period s / N investment type investment target amount (10000 yuan)
1. Industrial Fund established or invested, merger and acquisition of Huangpu Shiying 9000.00 fund
2 investment platform companies established or invested --
As of the resolution date of the board of directors of Guangzhou Weiqian 195.00 related to the issuance, Raymond Electric has invested in shares in the first six months of 708.00 (i.e. Guangzhou Liuhuan 120.00, October 27, 2020)
, has invested in Guangzhou Shixiang 400.00 huamengxing sports 500.00 Guangdong Bohua 500.00
Total amount invested 11423.00
Blue Elephant phase VI Fund - Industrial Fund established or invested, acquisition of hushanhuaxin 5000.00 1-core future fund
Subtotal 5000.00 10000.00
Ningbo Shiying 2000.00 2 investment platform company vision fund 2000.00 related directors of this issuance
The board of directors decided to issue Huayuan Zhixin from 40.00 to the date of issuance of this reply six subtotal 4000.00 months before the date (i.e. October 27, 2020 radium equipment 200.00), New investment
Jingsai technology 1000.00 3 new equity investment
Guangzhou Shichuang 100.00 maizhiwei 1300.00 Chongqing Qing'an 500.00 subtotal 3140.00
The total amount of new investment is 17140.00
The net assets attributable to the parent company in the consolidated statements are 697647.14
(as of June 30, 2021)
The amount of new investment accounted for 2.46%
Note 1: the company withdrew from blue elephant phase VI fund in December 2021;
Note 2: the investment amount includes the subscribed capital contribution.
As shown in the above table, from the six months before the date of the resolution of the board of directors related to this issuance to the date of this reply, the total amount of various new investments of the company is 171.4 million yuan, accounting for 2.46% of the net assets attributable to the parent company in the consolidated statements as of June 30, 2021, accounting for a relatively low proportion. The company's foreign investment is more cautious.
2. The background, purpose and formation process of the company's foreign investment, feasibility demonstration, preparation and review procedures
The company attaches great importance to the feasibility demonstration and risk control of foreign investment, and has formulated the foreign investment management system, which specifies in detail the approval authority, organization and management organization, decision-making management, transfer and recovery, personnel management, financial management and audit of foreign investment. From six months before the resolution date of the board of directors related to this issuance (i.e. October 27, 2020) to the issuance date of this reply, the background, purpose and formation process, feasibility demonstration and preparation work and review procedures of the company's relevant foreign investment are as follows: (1) blue elephant phase VI fund
① Investment background, purpose and formation process
In order to make full use of the industry resources and investment management advantages of professional investment institutions, tap high-quality or potential investment targets, further improve the investment efficiency of the company, continue to deepen the company's understanding of the trend of education informatization industry, and broaden the path of resource integration for the company's business development, in April 2021, Shiying investment, a wholly-owned subsidiary of the company, signed the capital contribution transfer agreement with SDIC China Construction Bank fund management (Beijing) Co., Ltd. (hereinafter referred to as "SDIC China Construction Bank"), and Shiying investment transferred 5.71% of the share of Lanxiang phase VI fund held by the general partner SDIC China Construction bank, with a corresponding capital contribution of 2 million yuan, becoming the limited partner of Lanxiang phase VI fund.
② Feasibility demonstration, preparation and review procedures for implementation
Before investing in Lanxiang VI fund, the company conducted due diligence on the investment direction, management team, historical rate of return, investment projects, financial status of fund partners and general partners of Lanxiang VI fund, evaluated the investment return according to the results of due diligence, and determined the investment plan accordingly. According to the provisions of the articles of association, rules of procedure of the board of directors, foreign investment management system and the power of attorney issued by the chairman of the company, in April 2021, the general manager of the company made a decision to agree that Shiying investment signed the capital contribution transfer agreement with CIC to transfer 5.71% of the share of Lanxiang VI fund held by the general partner CIC, The corresponding contribution share is 2 million yuan.
In December 2021, Shiying investment and natural person Xie Chaolong signed the share transfer agreement of Qingdao Lanxiang phase VI venture equity investment enterprise (limited partnership) private investment fund, and Xie Chaolong transferred the contribution share of 2 million yuan of Lanxiang phase VI fund held by Shiying investment with 1.7904 million yuan, The transfer price is determined based on the net assets of Lanxiang VI fund as of November 30, 2021. As of the issuing date of this reply, the industrial and commercial change registration of this fund share transfer has been completed, and Shiying investment no longer holds the capital contribution share of Lanxiang phase VI fund.
(2) Ningbo Shiying
① Investment background, purpose and formation process
The company participated in the establishment of Ningbo Shiying only for the purpose of investing in Huayuan Zhixin semiconductor (Shenzhen) Co., Ltd. (hereinafter referred to as "Huayuan Zhixin"). Huayuan Zhixin is mainly engaged in digital power management chip, display panel power management chip and small spacing led
