Shanghai Stock Exchange document szkss (refinancing) [2022] No. 29
-- inquiry letter on the second round of examination of the application documents of Anji microelectronics technology (Shanghai) Co., Ltd. for issuing convertible corporate bonds to unspecified objects
Anji microelectronics technology (Shanghai) Co., Ltd., Shenwan Hongyuan Group Co.Ltd(000166) securities underwriting and recommendation Co., Ltd.:
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 audit institution of the exchange reviewed the application documents of Anji microelectronics technology (Shanghai) Co., Ltd. (hereinafter referred to as the issuer or company) for issuing convertible corporate bonds to unspecified objects, and formed the second round of questions.
1. Land, project establishment and environmental impact assessment
According to the reply of the first round of inquiry, the project is listed as "industrial project", which has passed the preliminary project access assessment of Shanghai Chemical Industry Park, including the preliminary review of project initiation and environmental protection. In the future, the issuer will obtain the project record at the signing stage of the land use right transfer contract, and obtain the EIA reply before entering the construction stage. The company is preparing the environmental impact assessment report, and has hired the preparation unit of environmental assessment materials to communicate with the Management Committee of Shanghai Chemical Industry Park on the environmental assessment matters and environmental assessment materials of the project. The issuer is requested to further explain whether the use of the raised funds complies with the national industrial policies and relevant laws and administrative regulations on environmental protection and land management, and the specific time for obtaining the project land, completing the project approval and EIA approval, In combination with the above matters, explain whether this issuance and listing meets the requirements of item (II) of Article 12 of the measures for the administration of securities issuance and registration of companies listed on the science and Innovation Board (for Trial Implementation), and whether there are major substantive obstacles.
The sponsor and the issuer's lawyers are requested to conduct verification in accordance with the relevant provisions of question 8 of the answers to some questions on refinancing business, explain the basis of verification and express their opinions.
2. Project on core raw materials
According to the first round of inquiry reply, the issuer's core raw material projects mainly include high-end nano abrasive and electronic additive projects, including raw materials such as ceria abrasive. In terms of high-end nano abrasives, the abrasives required by the company to produce chemical mechanical polishing fluid during the reporting period were mainly imported directly or indirectly from abroad.
The issuer explains: (1) the core raw materials for the new capacity of the investment and sale projects will account for the proportion of raw materials required for the corresponding products, and whether the impact on the product performance and advanced technology is the core raw material of the product; (2) The proportion of independent supply of relevant raw materials can be realized after the raised investment project is put into operation in combination with the procurement of relevant raw materials, input-output ratio, product sales in the reporting period and in the future.
3. Income calculation
According to the reply of the first round of inquiry, (1) when forecasting the sales volume of the company's products invested by raising funds, the first to fifth years of the operation period are the stage of small batch sales after passing the test and demonstration and gradually increasing the volume. From the sixth year, it is assumed that the sales volume will grow steadily at a growth rate of 35%; When forecasting the sales unit price, it is mainly determined with reference to the pricing principles and trends of other functional wet electronic chemicals of the company. (2) When forecasting the sales volume of raw materials invested by the company, it is predicted according to the annual self consumption of raw materials required by the company to produce corresponding products; When forecasting the sales unit price, it is mainly determined according to the cost plus principle and with reference to the market purchase price. (3) The production costs of raised products and raw materials were not split.
The issuer is requested to explain: (1) the changes in the sales volume of products invested by raising funds, and analyze whether the forecast is reasonable in combination with the market trend, competitors, orders on hand, etc; Analyze whether the forecast is reasonable in combination with the price of external comparable products; (2) The consumption forecast and basis of products corresponding to raised raw materials, and whether the sales forecast of raw materials is reasonable; Market price and forecast of sales unit price; (3) The production cost of raised products and raw materials, and further analyze the impact of self-produced raw materials on the unit material cost.
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 17, 2002
Key words: inquiry letter on refinancing of science and Innovation Board
Issued by the listing examination center of Shanghai Stock Exchange on February 17, 2022
