Shanghai Stock Exchange document szkss (refinancing) [2022] No. 26
— Inquiry letters Guangdong Jiayuan Technology Co.Ltd(688388) , Citic Securities Company Limited(600030) on the examination of Guangdong Jiayuan Technology Co.Ltd(688388) application documents for issuing shares to specific objects:
In accordance with 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 other relevant laws and regulations as well as the relevant provisions of the exchange, the examination and approval authority of the exchange has examined the application documents of Guangdong Jiayuan Technology Co.Ltd(688388) (hereinafter referred to as the issuer or company) for issuing shares to specific objects, And formed the first round of questions.
1. About this raised investment project
1.1 according to the application materials and public information, (1) the investment project of raised funds of high-performance lithium battery copper foil (project 1) includes the Guangdong Jiayuan Technology Co.Ltd(688388) park with an investment of 86 million yuan, the new high-performance copper foil technical transformation project with an annual output of 16000 tons (Project 1.1), the high-performance copper foil project with an annual output of 15000 tons (project 1.2) with an investment of 120 million yuan An annual output of 30000 tons of high-precision ultra-thin electronic copper foil project with an investment of 840 million yuan (project 1.3); In addition, 160 million yuan of the raised funds will be invested in the 20000 ton electrolytic copper foil project of Jiangxi Guangdong Jiayuan Technology Co.Ltd(688388) Co., Ltd. (project 2); (2) The filing documents and EIA approval obtained in project 1.3 are 2016 and 2017 respectively. Shandong Jiayuan has started construction in April 2017, and the issuer will start construction in the second half of 2021; The EIA of project 2 has not been completed; (3) In November 2021, the issuer signed the letter of intent for investment in Guangdong Jiayuan Technology Co.Ltd(688388) 50000 tons / year high-end copper foil construction project with Meixian District People’s Government of Meizhou city; In February 2022, the issuer intends to use its own funds to contribute RMB 400 million in monetary form to jointly establish Guangdong Jiayuan Times New Energy Materials Co., Ltd. with Contemporary Amperex Technology Co.Limited(300750) to build a 100000 ton high-performance electrolytic copper foil project. The above project is an independent project from this raised investment project.
The issuer is requested to explain: (1) the sales of various specifications of copper foil products during the reporting period, the specific contents, specifications and application fields of each sub project of project 1 and the main products of project 2, and the differences between the existing products and the previous raised investment projects in terms of product structure, technical level, process difficulty, application field, etc; The advantages and disadvantages of the issuer’s technical level and product performance of each raised investment project compared with its competitors in the same industry; (2) The issuer’s production capacity and future capacity planning of projects that have reached production capacity and are under construction in each year during the reporting period, and analyze the rationality of the above-mentioned new capacity planning in combination with the downstream market factors such as the capacity of products of various specifications or market segments, the current and under construction capacity of the market, the development trend of the industry, the expiration of new energy vehicle subsidy policies, and the issuer’s market share; In combination with the above situation, the capacity planning of the issuer’s main customers, the proportion of the issuer’s sales volume to its main customers in its purchase volume, the issuer’s orders in hand, the production expansion of comparable companies, etc., analyze whether the issuer’s raised investment project capacity can be fully digested; Reasons and rationality of large-scale production expansion plan before the previous raised investment project was put into operation; (3) The specific composition, calculation basis and calculation process of the investment amount of each sub project of project 1 and project 2; (4) Process, basis and results of benefit prediction of each subproject of project 1 and project 2; (5) Item 1.3 the filing and environmental impact assessment of the project took place earlier, and whether relevant procedures need to be handled again; The handover of the project between the issuer and Shandong Jiayuan means that the construction will start in the second half of 2021; The specific progress of project 2 in obtaining the EIA reply. If it cannot be obtained as scheduled, whether it will have an adverse impact on the implementation process and benefit prediction of relevant raised investment projects; (6) The background, construction plan and capital source of the cooperative construction project between the issuer and Meixian District People’s Government of Meizhou city and Contemporary Amperex Technology Co.Limited(300750) , the differences between the relevant projects and the previous and current raised investment projects, and the rationality and necessity of this raised investment project.
The reporting accountant is requested to check and express opinions on the above matters (3) (4), and the lawyer of the issuer is requested to check and express opinions on the above matters (5).
1.2 according to the application materials, (1) the raised capital of 40 million yuan will supplement the working capital (item 3); (2) At the end of the third quarter of 2021, the balance of monetary capital of the company was 1448885200 yuan, the balance of trading financial assets was 430216000 yuan, and the balance of other current assets was 604212700 yuan.
The issuer is requested to explain: (1) the calculation basis and calculation process of the investment amount of project 3; (2) Demonstrate the rationality and necessity of the investment amount of project 3 in combination with the use of existing monetary funds, trading financial assets and other current assets.
Please report to the accountant for verification and comment.
2. About the previous raised investment project
According to the application materials, (1) in July 2019, the company raised 1509569500 yuan from its initial public offering, and the investment progress was 74.78% by the end of the third quarter of 2021; Multiple projects involve internal adjustment of construction content, investment structure and implementation location; The raised funds for changing purposes accounted for 7.66%, which was to use the balance fund of 115.5592 million yuan for the “15000 ton lithium battery copper foil project (Ningde)” project. (2) In March 2021, the company publicly issued convertible corporate bonds to unspecified objects, raising 1225164600 yuan. By the end of the third quarter of 2021, the investment progress was 42.62%; The remaining fund of 9.2301 million yuan was used for the “15000 tons of lithium battery copper foil project (Ningde)”.
The issuer is requested to explain: (1) the situation, reasons and rationality of internal adjustment of construction content, investment structure and implementation location; (2) The balance of funds, the “15000 ton lithium battery copper foil project (Ningde)” project, including main products, construction content, implementation location, construction progress and benefit prediction; (3) The rationality of the investment and the difference between the previously raised funds and the benefits of the project; (4) In combination with the fund use progress and changes of the previous raised and invested projects, the rationality and necessity of the raised funds and the accuracy of scale calculation.
Please report to the accountant for verification and comment.
3. About Shandong Jiayuan
According to the application materials, (1) Shandong Jiayuan is a wholly-owned subsidiary acquired by the company in August 2021, formerly known as Chiping xinliyuan Electronic Material Technology Co., Ltd. and Shandong xinliyuan electronic Copper Foil Technology Co., Ltd. In 2021, Shandong Jiayuan had many bills change behaviors and was subject to administrative punishment. (2) Shandong Jiayuan has a large amount of accounts receivable. In order to avoid the risk of large amount of bad debts, the issuer sets contingent consideration, and the issuer recognizes other accounts payable according to the book value. (3) the acquisition consideration is 104.9404 million yuan in cash, forming a goodwill of 21.201 million yuan.
(4) Shandong Jiayuan borrowed money from Chen state.
The issuer is requested to explain: (1) the background of the acquisition, the main business of Shandong Jiayuan and the business integration, business performance and internal control norms after the acquisition; (2) Main terms of the acquisition contract, relevant accounting treatment and accuracy; (3) Collection of relevant accounts receivable, provision for bad debts, payment of acquisition funds and source of funds; (4) The method, main parameters and fairness of evaluating the shareholders’ equity of Shandong Jiayuan, and the determination method and rationality of the acquisition consideration; (5) The identification process and results of identifiable net assets acquired, the process, basis and conclusion of goodwill recognition and impairment test; (6) The background and authenticity of Shandong Jiayuan’s borrowing from Chen state-run, the flow of relevant equity acquisition funds and loan repayment funds, and whether there is any risk of capital occupation or extracorporeal capital circulation.
The reporting accountant and the lawyer of the issuer are requested to check and express their opinions.
4. On financial investment
According to the application materials, (1) as of the review time point of the plan of the board of directors, the company’s financial investment amounted to 46.33 million yuan, including trading financial assets, investment in other equity instruments and other non current financial assets, accounting for 14.45% of the company’s net assets attributable to the parent company. (2) During the reporting period, the issuer increased the capital of Chunyang Songhang, transferred the capital contribution shares of Chunyang Xuyang and hydrogen yixinyang, and established youdongjiayuan. Part of the capital contribution has not been paid in. The above companies have directly invested in equity or engaged in activities related to equity investment. The issuer is requested to explain: (1) the financial investment and financial business implemented or planned to be implemented by the company since the reporting period, including the investment object, investment amount, investment purpose and capital source, and whether the company meets the requirements of no financial investment with large amount in the latest period; (2) Whether the relevant financial investment amount has been deducted from the total amount of funds raised this time; (3) Further analyze the necessity of this financing in combination with the existing monetary funds and the existence of large financial investment.
Please report to the accountant for verification and comment.
5. About operation
5.1 according to the application materials, (1) during the reporting period, the issuer’s sales revenue of lithium copper foil was 1075247100 yuan, 1434392900 yuan, 1078516600 yuan and 1771867600 yuan respectively, and the gross profit margin of lithium copper foil was 28.10%, 34.86%, 25.89% and 30.77% respectively; (2) During the reporting period, the issuer’s top five customers accounted for 77.17%, 91.07%, 81.26% and 82.47% respectively, and the top five suppliers accounted for 90.60%, 83.11%, 88.64% and 92.05% respectively.
The issuer is requested to explain: (1) the reasons for the decline of the issuer’s lithium battery copper foil revenue in 2020 and the sharp increase from January to September 2021, and explain the rationality of Income Fluctuation in combination with the development trend and cycle of the industry, the performance change of Companies in the same industry and the policies of downstream industries; (2) Explain the reasons and rationality for the large change in gross profit margin of lithium battery copper foil products during the reporting period in combination with the price of raw materials, changes in production process and comparison with companies in the same industry; (3) The reasons and rationality of the income changes of the issuer’s main customers during the reporting period, the reasons for the gradual withdrawal of the issuer’s main customers Byd Company Limited(002594) in 2018 during the reporting period, the proportion of the sales volume of the issuer to its main customers in its procurement volume, and a detailed analysis of the sustainability of the company’s transactions with the above-mentioned customers and the specific measures taken to maintain the stability of customers; The specific changes in the subsidy policies of the issuer’s main customers and their impact on the issuer’s operating performance; (4) The purchase content, purchase quantity, purchase unit price, purchase amount and proportion of the top five suppliers in the reporting period, the reasons for the change of purchase amount of main suppliers and the price comparison of suppliers of the same category, and analyze whether the change of purchase quantity and amount of main raw materials matches the change of sales quantity and amount of the issuer.
Please report to the accountant for verification and comment.
5.2 according to the application materials, at the end of each reporting period, the book value of the company’s advance payment was 1.01700 yuan, 3.617 million yuan, 14.3812 million yuan and 126.4981 million yuan respectively, mainly for materials and equipment. Other non current assets are 1.6627 million yuan, 2.0636 million yuan, 59.7838 million yuan and 262.8429 million yuan respectively, mainly long-term equipment payment and project payment in advance.
The issuer is requested to explain: (1) the top five trading partners and contents of prepayment transactions at the end of the reporting period, and the arrival and acceptance after the reporting period; (2) The reason and rationality of the substantial growth of the latest prepayment project, the comparison with comparable companies, and whether there is any infringement on the interests of listed companies such as capital occupation and extracorporeal capital circulation.
Please report to the accountant for verification and comment.
6. About the actual controller
According to the application materials, as of September 30, 2021, the controlling shareholder of the company is Jiayuan investment, which holds 27.41% equity of the issuer; The actual controller is Mr. Liao Pingyuan, who holds 90% equity of Jiayuan investment. The proposed subscription amount of Jiayuan investment, the controlling shareholder of this issuance, ranges from 500 million yuan to 1.35 billion yuan. After the issuance, based on the upper limit of issuance and the lower limit of subscription, the shareholding ratio of the controlling shareholder is about 23.15%. The subscription funds of Jiayuan investment this time come from its own funds or self raised funds.
Please explain: (1) whether this issuance will change the current control pattern of the issuer; (2) The specific situation of the capital source of Jiayuan investment subscription, and whether there are financial assistance and other interest arrangements provided by other parties.
Ask the issuer’s lawyer to check and give opinions.
The issuer 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 contents of the issuer’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 issuer’s reply.
Shanghai Stock Exchange
February 14, 2002
Key words: inquiry letter on refinancing of science and Innovation Board
Issued by the listing examination center of Shanghai Stock Exchange on February 14, 2022
