About Suzhou Dongshan Precision Manufacturing Co.Ltd(002384)
Verification opinions on changing the purpose of funds raised by non-public offering of shares
Tianfeng Securities Co.Ltd(601162) (hereinafter referred to as " Tianfeng Securities Co.Ltd(601162) " or "sponsor") as Suzhou east
Non public offering of shares by Shan Precision Manufacturing Co., Ltd. (hereinafter referred to as " Suzhou Dongshan Precision Manufacturing Co.Ltd(002384) " and "the company")
The recommendation institution shall, in accordance with Article 2 of the administrative measures for the recommendation business of securities issuance and listing and the guidelines for the supervision of listed companies
No. - regulatory requirements for the management and use of raised funds of listed companies
Guidelines for self discipline supervision of listed companies of Shenzhen Stock Exchange No. 1 - standardized operation of listed companies on the main board
And Shenzhen Stock Exchange self regulatory guidelines for listed companies No. 13 - recommendation business,
Prudential verification has been conducted on the use of funds raised by Suzhou Dongshan Precision Manufacturing Co.Ltd(002384) to change some non-public offering shares, and the details are as follows:
The situation is as follows:
1、 Basic information of raised funds
With the approval of China Securities Regulatory Commission's zjxk [2020] No. 980 document, the company submitted to 20
103294850 RMB ordinary shares (A shares) are issued to specific objects at the issue price of people per share
RMB 28.00, totaling 2892.2558 million yuan of raised funds, deducting various issuance expenses (excluding taxes)
(amount) 28.3019 million yuan, and the net fund raised by the company this time is 2863.9539 million yuan. The above raised funds
The availability has been verified by Tianjian Certified Public Accountants (special general partnership), who will issue the capital verification report
(tjy [2020] No. 5-9). The company has adopted a special account for the raised funds and has cooperated with the recommendation institution
The opening bank of the special account for raised funds has signed the corresponding tripartite supervision agreement for raised funds.
The specific investment projects of raised funds are as follows:
No. project name estimated total investment raised capital investment (10000 yuan) capital investment (10000 yuan)
1. Production expansion project of fine circuit flexible circuit board and supporting assembly with an annual output of 400000 square meters 80338.48 80338.48
2 multek printed circuit board production line technical transformation project 72805.89 72805.89
3. Wireless module production and construction project of Yancheng Dongshan Communication Technology Co., Ltd. 70122.75 70122.75
4 multek 5g high speed, high frequency and high density printed circuit board technical transformation project 65958.46 65958.46
Total 289225.58 II. Description of changes in investment projects of raised funds
(I) use of funds raised by "Yancheng Dongshan Communication Technology Co., Ltd. wireless module production and construction project"
One of the investment projects raised by the company's non-public offering of shares is the "wireless module production and construction project of Yancheng Dongshan Communication Technology Co., Ltd." which is implemented by Yancheng Dongshan Communication Technology Co., Ltd., a wholly-owned subsidiary of the company. It is planned to realize the production capacity of 160000 new wireless communication modules and 160000 wireless point systems per year.
As of January 31, 2022, the use of the raised funds of the project is as follows:
Unit: 10000 yuan
Project name the total amount of the project's committed investment, the amount of the raised funds that have not yet been used, and the amount of the raised funds
Yancheng Dongshan Communication Technology Co., Ltd. wireless module 70122.75 8109.45 61565.47 production and construction project
Note: the unused raised funds of the project include interest income of 446900 yuan.
(II) project changes and reasons
"Yancheng Dongshan Communication Technology Co., Ltd. wireless module production and construction project", one of the investment projects raised by the company's non-public offering of shares, was affected by factors such as the lower than expected construction progress of 5g communication and the slowing demand of downstream customers, and the project investment progress did not meet the expectation.
In recent years, the new energy vehicle market has developed rapidly. As a supporting supplier of the international leading new energy vehicle manufacturer, the company's on-board FPC product market demand has increased. In order to further improve the industrial layout, improve the service capacity to downstream customers, improve the company's comprehensive competitiveness and ensure the use efficiency of raised funds, the company plans to change the "wireless module production and construction project of Yancheng Dongshan Communication Technology Co., Ltd." to "new energy flexible circuit board and its assembly project of Yancheng Weixin Electronics Co., Ltd.".
After the change, the total investment of "Yancheng Weixin Electronics Co., Ltd. new energy flexible circuit board and its assembly project" is 650.234 million yuan, The source of funds is the unused raised funds of the original raised and invested project "wireless module production and construction project of Yancheng Dongshan Communication Technology Co., Ltd." of RMB 615654700 (as of January 31, 2022, including the unused balance of raised funds and interest income settled), and the rest of the funds will be raised by the company itself. 3、 Description of new raised investment projects
(I) basic information of new project
1. New project name: Yancheng Weixin Electronics Co., Ltd. new energy flexible circuit board and its assembly project 2. Estimated total investment: 650.234 million yuan
3. Project implementation subject: Yancheng Weixin Electronics Co., Ltd
4. Project address: No. 999, Yandu Road, Yandu District, Yancheng City, Jiangsu Province
5. Project construction period: 30 months
(II) basic information of project implementation subject
1. Project unit: Yancheng Weixin Electronics Co., Ltd
2. Legal representative: Wang Xiaofeng
3. Registered capital: USD 204.99 million
4. Business scope: production and assembly of new electronic components based on flexible circuit board, multilayer flexible board, rigid flexible printed circuit board and small power supply; Sell the products produced by the company; Import and export of materials and technologies related to electronic products; Self operated and acting as an agent for the import and export of various commodities and technologies (except for the commodities and technologies restricted or prohibited by the state).
(for projects subject to approval according to law, business activities can be carried out only after approval by relevant departments)
5. Shareholders: Yancheng Weixin Electronics Co., Ltd. is a wholly-owned subsidiary of Suzhou Dongshan Precision Manufacturing Co.Ltd(002384) .
(III) overall planning and construction objectives of the project
The construction of the project is based on the existing production process and business foundation of Yancheng Weixin Electronics Co., Ltd., a wholly-owned subsidiary of the company. The existing plant of the company is used for equipment investment, and the capacity formed is mainly for new energy vehicle customers.
The project will form an annual production capacity of 2.1 million square meters of vehicle mounted FPC through the purchase of automatic production lines such as RTR scanning exposure machine, RTR fast press, mounter and reflux furnace, so as to further consolidate the stable cooperative relationship between the company and well-known vehicle and parts manufacturers at home and abroad, improve the company's technical capacity and industrial scale, and provide better services for downstream customers, Enhance customer stickiness, grasp market opportunities and enhance market competitiveness.
(IV) project feasibility analysis
1. The company's high-quality customer resources provide a basic guarantee for the implementation of the project
Relying on its mature global sales and service system, industry-leading technical strength and advanced production and manufacturing capacity, the company has won the favor of downstream high-quality major customers and accumulated rich high-quality customer resources. In the field of auto parts, the company has established a good cooperative relationship with well-known new energy vehicle manufacturers in North America, with significant advantages in customer platform, which helps the company maintain a good income level and continuously expand the scope of cooperation. Secondly, the high-quality customer platform can produce a good demonstration effect, further enhance the company's popularity, further improve the company's new customer development ability, and help the company obtain greater market share in the future competition.
2. Outstanding technological R & D and innovation strength provide strong technical support for project implementation
In the field of FPC, the company is one of the top three FPC manufacturers in the world. Multi Fineline electronics, Inc., a subsidiary of the company, is a leading enterprise in the industry. It has been deeply engaged in the FPC Industry for many years, has decades of industry development experience, has established a global R & D team with outstanding professional level, rich industry experience and strong innovation ability, and has formed outstanding technical strength in the FPC field, It can provide reliable technical support for the smooth implementation of the project.
3. Strict production and manufacturing management to provide quality assurance for project products
The company continuously optimizes the production process, actively strengthens the quality management of the company's products, emphasizes the business philosophy of zero defects in the production and operation process, establishes a good quality control system, and standardizes the process and system, so as to ensure the quality of the company's products. The company has established a set of project management procedures and regulations in line with its own characteristics. Through the industry-leading information production and operation management and monitoring system independently developed, the company can monitor the whole production and operation process in real time, so as to optimize the product yield, improve the capacity utilization, ensure the order delivery time, and ensure that the product and service quality meet the specifications and standards and customer requirements. The company's excellent manufacturing capacity provides quality assurance for the project products.
4. The company's management team is experienced
Adhering to the business philosophy of "continuously creating value for customers, employees and shareholders with excellent technology", the company advocates the enterprise spirit of "openness, inclusiveness and pragmatism", adheres to the business philosophy of "decentralization of business, platform support and centralized supervision", gives full play to the subjective initiative and creativity of grass-roots organizations, and establishes a scientific and effective professional and collectivized management system. The members of the company's management team have decades of rich practical experience in advanced manufacturing management and broad international vision, accurate strategic prediction and decision-making courage for industry trends and development opportunities, strong team cohesion, internationalization and collectivization experience and outstanding management ability, which has laid a solid management foundation for the implementation of the project.
(V) project investment calculation
The total investment of the project is 650.234 million yuan. The source of funds is the unused raised funds of the original raised investment project of 615654700 yuan (as of January 31, 2022, including the unused balance of the raised funds and the interest income settled). The rest of the funds are raised by the company itself. The specific investment of the project is as follows:
Unit: 10000 yuan
Proportion of total investment amount of the project to investment amount of raised funds proportion of investment amount of raised funds
Equipment investment 48505.79 74.60% 48505.79 78.79%
Initial working capital 16517.61 25.40% 13059.68 21.21%
Total investment amount 65023.40 100.00% 61565.47 100.00%
(VI) economic benefit analysis
The project starts from construction and is expected to generate benefits in the second year. The output will reach 18% in the second year, 50% in the third year and 100% in the fourth year. After the project is fully completed, the estimated annual operating income is 204.27 million yuan, the annual net profit is 171.6621 million yuan, the internal rate of return (after income tax) of the project is 22.92%, and the investment payback period (after income tax) is 6.91 years.
(VII) project risk analysis and Countermeasures
1. Risk of decline in customer demand
The development of the new energy vehicle industry has attracted a large number of enterprises to enter. If the future market demand changes or competition intensifies, resulting in adverse competition or even failure of the company's downstream customers, the company will face the risk of decline in customer demand.
The company will strengthen R & D investment, actively optimize product structure and continue to develop new customers outside China. At the same time, it will pay close attention to market trends and customer needs, so as to reduce the impact of the decline of customer demand on the company's performance.
2. Management risks caused by scale expansion
With the further expansion of business scale, higher requirements are put forward for the management ability of the company in production and operation, human resources, law, finance and standardization. If the management ability of the company cannot meet the needs of scale expansion and management ability improvement in the future, it will have an adverse impact on the sustainable development of the company. The company will continue to improve relevant internal control systems, actively strengthen talent reserve and team building, and improve management ability, so as to deal with the management risks brought by scale expansion.
(VIII) project approval
The project has been filed in Yandu District administrative examination and approval Bureau of Yancheng City in January 2022 (filing project certificate No.: Duxing Shentou Bei [2022] No. 23), and the relevant EIA approval procedures are being actively promoted. 4、 Current department
