Yongxing Securities Co., Ltd
Feedback on Jiangsu Alcha Aluminium Group Co.Ltd(002160) application documents for non-public offering of shares
Reply Report
Sponsor (lead underwriter)
February, 2002
Yongxing Securities Co., Ltd. about Jiangsu Alcha Aluminium Group Co.Ltd(002160)
Response report to feedback on application documents for non-public offering of shares
China Securities Regulatory Commission:
According to the feedback requirements of Jiangsu Alcha Aluminium Group Co.Ltd(002160) (hereinafter referred to as "applicant", "issuer", "listed company", "company" or " Jiangsu Alcha Aluminium Group Co.Ltd(002160) ") on the application materials for administrative license for non-public offering of shares in the notice of the CSRC on the first feedback on the examination of administrative license projects ([213570]), Yongxing Securities Co., Ltd. (hereinafter referred to as "Yongxing securities" or "sponsor") together with the applicant, Guohao law firm (Shanghai) (hereinafter referred to as "applicant's lawyer"), Lixin Certified Public Accountants (special general partnership) (hereinafter referred to as "applicant's accountant") in accordance with the business standards, ethics and spirit of diligence recognized in the industry, In view of the relevant problems involved in the feedback of the applicant's application documents for this non-public offering of shares, according to the documents and materials provided by the applicant and the information obtained from the on-site investigation, interview and inquiry of the above-mentioned relevant intermediary personnel, we have carefully verified and implemented them item by item, and replied according to the requirements of the feedback on the basis of full verification. In combination with the verification of relevant intermediaries, the relevant replies to the implementation of the feedback are reported as follows. Please review it.
Unless otherwise specified, the abbreviations, terms and definitions in this reply report have the same meanings as those in the due diligence report of Yongxing Securities Co., Ltd. on Jiangsu Alcha Aluminium Group Co.Ltd(002160) issuing shares to specific objects.
The font of this reply report corresponds to the following:
The questions listed in the feedback are in bold
Answer to question
In response to this feedback, if the total number is inconsistent with the mantissa of the sum of the sub item values, it is caused by rounding.
catalogue
Question 1 3 question 2 9 question 3 23 question 4 28 question 5 38 question 6 41 question 7 46 question 8 Question 9 sixty-six
Question 1
The applicant is requested to supplement the details of the financial investment and financial business implemented or planned to be implemented by the company since the reporting period, and explain whether the company holds financial investment (including financial business) with large amount and long term at the end of the latest period in combination with the company's main business, At the same time, compare the current total financial investment with the scale of funds raised this time and the level of net assets of the company, and explain the necessity of the amount of funds raised this time. The recommendation institution is requested to give verification opinions.
reply:
1、 Details of financial investment and financial business implemented or planned to be implemented by the company since the reporting period
(I) recognition basis of financial investment and financial investment
According to the provisions of the answers to some questions on refinancing business (revised in June 2020), the types of financial investment include but are not limited to: financial investment; Investment industry fund and M & A fund; Lending funds; Entrusted loan; Contribute or increase capital to the group finance company in excess of the shareholding ratio of the group; Purchase financial products with large income fluctuation and high risk; Non financial enterprises invest in financial business, etc. Industrial investment in the upstream and downstream of the industrial chain for the purpose of obtaining technology, raw materials or channels, M & A investment for the purpose of acquisition or integration, and entrusted loans for the purpose of expanding customers and channels are not defined as financial investment if they meet the company's main business and strategic development direction. The guidelines for the application of regulatory rules - listing category No. 1 stipulates that if a listed company raises funds to invest in industrial funds and other similar funds or products, it shall be recognized as a financial investment under the following circumstances: (I) the listed company is a limited partner or its investment status is similar to that of a limited partner, Does not have the actual management right or control right of the Fund (product); (II) the main purpose of the listed company is to obtain the investment income of the Fund (product) or its investment project.
According to the provisions of the Q & A on issuance supervision - regulatory requirements on guiding and regulating the financing behavior of listed companies (Revised), when a listed company applies for refinancing, except for financial enterprises, in principle, there shall be no trading financial assets and financial assets available for sale with large amount and long term at the end of the latest period, loans to others Entrusted financial management and other financial investments.
What is: the amount of financial investment held and proposed to be held by the company exceeds 30% of the net assets attributable to the parent company in the consolidated statements of the company (excluding the amount of investment in such financial business). Longer term means that the investment term or expected investment term exceeds one year, and the long-term accumulative deposit although it does not exceed one year.
According to the provisions of the answers to some questions on refinancing business (revised in June 2020), the recognition standard of this kind of financial business is: except that the licensed institutions engaged in financial business approved by the people's Bank of China, the CBRC and the CSRC are financial institutions, other institutions engaged in financial activities are financial institutions. Such financial businesses include but are not limited to financial leasing, commercial factoring and small loan business. Financial leasing, commercial factoring and supply chain finance, which are closely related to the development of the company's main business and meet the needs of business forms, industry development practices and industrial policies, are not included in the calculation criteria of class finance for the time being.
(II) details of financial investment and financial business implemented or planned to be implemented by the company from the reporting period to now
From the reporting period to now, the financial statement items in the issuer's balance sheet that may be related to financial investment and financial business are as follows:
Unit: 10000 yuan
Whether it belongs to the financial investment and financial business of the project from September 2021 to the end of 2020 to the end of 2019 to the end of 2018
Trading financial assets 174.36 174.36 1100.00 - no
yield
Other receivables 7923.63 5040.34 4097.82 3263.29 no
Available for sale Finance
Assets / other equity 5350.53 5350.53 7275.53 5283.98 yes
Tool investment
Other current assets 6424.80 7083.74 5953.24 7005.50 no
Long term equity investment 160.00 - 1103.77 1169.04 no
Other non current funds-
Financial assets
Other non current capital 982.20 2445.41 2706.63 2626.94 no
yield
1. Trading financial assets
At the end of 2019, the issuer had trading financial assets of 11 million yuan, which was the equity investment of the issuer in purchasing principal guaranteed financial products and the issuer's subsidiary Tai'an Dingxin cooler Co., Ltd.
On July 30, 2019, the issuer purchased the principal guaranteed "Xinxin e" (directional) 2017 phase 3 financial products of ICBC, with a purchase amount of 10 million yuan. The risk rating of the financial product is PR1, which is the lowest risk level. It does not belong to the financial product with large income fluctuation and high risk, so it does not belong to financial investment. On January 30, 2020, the issuer has redeemed the shares of the above financial products.
Tai'an Dingxin cooler Co., Ltd., a subsidiary of the issuer, purchased 10% equity of Jiangsu Dingxin cooler Co., Ltd. for a consideration of 1 million yuan in 2019. As of September 30, 2021, the fair value of this part of equity was 1.7436 million yuan. The purpose of the issuer's subsidiary Tai'an Dingxin cooler Co., Ltd. to invest in Jiangsu Dingxin cooler Co., Ltd. is to improve the industrial chain and business layout. This purpose is in line with the issuer's main business and development plan, so it does not belong to financial investment.
2. Other receivables
At the end of 2018, 2019, 2020 and September 30, 2021, the issuer had other receivables of 32.6329 million yuan, 40.9782 million yuan, 50.4034 million yuan and 79.2363 million yuan, mainly including deposit, current account, deposit and reserve fund, which are not financial investments.
3. Available for sale financial assets / other equity instrument investment
At the end of 2018, the issuer had available for sale financial assets of 52.8398 million yuan, which were the equity investment of Finland David health solutions Co., Ltd. and Youshi medical technology (Suzhou) Co., Ltd. held by the issuer. The main reason why the issuer holds shares in Finland David health solutions Co., Ltd. and Youshi medical technology (Suzhou) Co., Ltd. is to implement the company's dual main business strategy of "aluminum processing + great health" and promote the development of the company's great health industry. This investment is in line with the issuer's main business and strategic development direction, so it is not a financial investment. In 2019, due to the implementation of the new financial instrument standards, the above investments were reclassified to other equity instrument investments.
At the end of 2019, the issuer invested 72.7553 million yuan in other equity instruments, including the equity of Finland David health solutions Co., Ltd., the equity of Youshi medical technology (Suzhou) Co., Ltd. and the equity investment of Shandong Ningyang Rural Commercial Bank held by the issuer. Shandong Ningyang rural commercial bank was established in 2013, mainly engaged in RMB deposit and loan business, which belongs to financial investment. Taian Dingxin cooler Co., Ltd., a subsidiary of the company, and Shandong xinheyuan heat transfer technology Co., Ltd. made equity investment in Shandong Ningyang rural commercial bank in 2019, with a total investment amount of RMB 1991.55 million and a shareholding ratio of 2.13%. Shandong Ningyang rural commercial bank is in good operation, and the book value of the financial investment is RMB 1991.55 million, Accounting for 0.63% of the company's net assets attributable to the parent company at the end of September 2021.
At the end of 2020, the issuer invested 53.5053 million yuan in other equity instruments, including the equity of Finland David health solutions Co., Ltd., the equity of Youshi medical technology (Suzhou) Co., Ltd., the equity investment of Shandong Ningyang rural commercial bank and Suzhou orriji Medical Technology Co., Ltd. The main reason why the issuer holds Suzhou aoruiji Medical Technology Co., Ltd. is to implement the company's dual main business strategy of "aluminum processing + great health" and promote the development of the company's great health industry. This investment is in line with the issuer's main business and strategic development direction, so it does not belong to financial investment. In October 2020, the 10th meeting of the sixth board of directors of the company deliberated and approved the proposal on transferring part of the equity of the joint stock company, transferring the original 8.5714% equity of Suzhou aoruiji Medical Technology Co., Ltd. to Ningbo zhenmg enterprise management partnership (limited partnership) at the price of 15 million yuan. After the transfer, the company still holds 5.7143% equity of aoruiji company, It is remeasured at fair value and included in "other equity instrument investment" for accounting.
4. Other current assets
The issuer has other current assets of 70.055 million yuan, 59.5324 million yuan, 70.8374 million yuan and 64.248 million yuan at the end of 2018, 2019, 2020 and September 30, 2021, which are mainly hedging instruments purchased by the issuer to lock the price of raw materials and taxes prepaid or retained, which are not financial investments.
5. Long term equity investment
At the end of 2018, the issuer had a long-term equity investment of 11.6904 million yuan, which was the equity investment of Suzhou aoruiji Medical Technology Co., Ltd. held by the issuer. The company originally held 23.0768% of the equity of Suzhou Youshi. In order to reduce the uncertain impact of the company's business, the company withdrew some funds and increased the incentive to the management team. After the resolution of the 21st Meeting of the fifth session of the board of directors, the company transferred 4% of the shares of Suzhou Youshi. After the transfer, the company lost significant impact on Suzhou Youshi, Transfer the remaining equity into available for sale financial assets for accounting. The equity of Youshi medical technology (Suzhou) Co., Ltd. and Suzhou aoruiji Medical Technology Co., Ltd. held by the issuer do not belong to financial investment. For specific reasons, please refer to "3. Available for sale financial assets / other equity instrument investment" of "(II) specific situation of financial investment and similar financial business implemented or planned to be implemented by the company since the reporting period"
The issuer had a long-term equity investment of 11.0377 million yuan at the end of 2019, which was held by the issuer
