Shanghai Stock Exchange document szkss (refinancing) [2022] No. 35
-- inquiry letter on the second round of examination of Shenzhen S-King Intelligent Equipment Co.Ltd(688328) the application documents for issuing convertible corporate bonds to unspecified objects
Shenzhen S-King Intelligent Equipment Co.Ltd(688328) . Anxin Securities 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 all relevant provisions of the company, The audit institution of the exchange reviewed the application documents of Shenzhen S-King Intelligent Equipment Co.Ltd(688328) (hereinafter referred to as the issuer or company) for issuing convertible corporate bonds to unspecified objects, and formed the second round of questions.
1. Financing scale
According to the application materials, 1) the raised funds are planned to invest 117665 million yuan in the phase II construction project of Huizhou flat panel display equipment intelligent manufacturing production base, 892559 million yuan in the R & D and production project of semiconductor advanced packaging and testing equipment, and 530791 million yuan in the production and construction project of flat panel display device automation professional equipment. 2) Directly supplement the working capital of 100 million yuan.
The issuer is requested to explain: (1) whether the specific composition, calculation basis and calculation process of the investment amount of the above projects are reasonable; (2) According to the situation of non capital expenditure in the investment composition and question 4 of the examination and answer of securities issuance and listing of listed companies on the science and innovation board, does the proportion of supplementary working capital exceed 30% of the total raised funds.
Please report to the accountant for verification and comment.
2. About raised investment projects
According to the application materials and the first round of reply materials, 1) the phase II construction project of Huizhou flat panel display equipment intelligent manufacturing production base (hereinafter referred to as Huizhou flat panel display equipment project) matches the technological development of downstream industries. For China's existing mass-produced backlight display application products, assembly and testing equipment has been developed and sold, and some products are in the prototype verification stage, For the assembly and testing equipment corresponding to self luminous display products, only relevant R & D plans have been formulated because the downstream technical problems have not been overcome; 2) The R & D and production project of semiconductor advanced packaging and testing equipment (hereinafter referred to as semiconductor packaging and testing equipment project) is mainly the optimization and upgrading of the company's existing technology or the continuous breakthrough of related technologies, involving new products such as CP probe table, and most products are in the R & D and design stage; 3) The construction period of the above two raised investment projects is 2 years, and products are launched in the third year; 4) The issuer's main products are customized and standardized products; 5) At present, it mainly depends on the combination of professional processing and assembly machines, which are mainly completed by the existing companies. The issuer is requested to explain: (1) in the Huizhou flat panel display project, the investment amount details and project construction arrangements for the equipment related to backlight display products and self luminous display products are listed respectively, the capacity planning of the company in the contract industry, the development status and future trend of downstream industries are concluded, and the rationality of the planning of raised investment projects is analyzed; (2) The difference and connection between the application technology of the semiconductor sealing and testing equipment project and the existing technology of the company, the ability reserve of the issuer to implement the raised investment project, whether it has mastered the relevant core technology, the technical level in the industry, and explain the overall progress plan and existing risks of the project in combination with the research and development progress of new products; (3) Whether the products of the above-mentioned raised investment projects will adopt the customized production mode, and whether there are orders in hand or cooperation intentions with downstream customers, so as to further analyze the risk of capacity digestion in the future; (4) Whether the raised investment project involves the change of the company's production mode and its impact on the company's production and operation, and the company's management measures to ensure the implementation of the raised investment project.
The recommendation institution is requested to verify the above matters in combination with the requirements of question 2 of the examination and answer of securities issuance and listing of companies listed on the science and Innovation Board of Shanghai Stock Exchange, explain the verification process, verification basis and express opinions.
3. Income calculation
According to the first round of replies, 1) the estimated sales of relevant products of the two subprojects of the continuation project of Shenzhen S-King Intelligent Equipment Co.Ltd(688328) intelligent manufacturing innovation demonstration base are made according to the company's R & D level, product competitive advantage and downstream market demand, in cooperation with the company's market and customer research. 2) Relevant costs and expenses shall be calculated with reference to the historical data of the enterprise in recent years and the actual situation of the project. The issuer is requested to explain: (1) whether the sales volume forecast is prudent and reasonable in combination with the company's market position, sales volume of similar products of comparable companies or planned sales volume; (2) Combined with the differences between the project and the company's historical projects in recent years, whether the cost calculation method is reasonable, list and compare the proportion of raised investment projects and the company's historical costs, and whether the relevant cost calculation is complete.
Please report to the accountant for verification and comment.
4. About operation
According to the first round of replies and public information, 1) during the reporting period, the accounts receivable accounted for 45.26%, 58.11%, 60.84% and 77.07% of the operating revenue of each period respectively. There was no significant change in the company's credit policy for major customers in the latest year and the first period. 2) The withdrawing proportion of inventory falling price reserves at the end of each reporting period was 9.54%, 3.06%, 1.97% and 1.37% respectively, showing a downward trend, and lower than the average value of comparable listed companies since 2019; At the end of the third quarter of 2021, the issuer still has a large amount of inventory goods without corresponding orders, and the inventory goods without orders are basically the equipment delivered to customers for trial use. 3) In the first three quarters of 2021, the company's operating revenue increased by 9.72% compared with the previous year, and the sales expenses increased by 22.65% compared with the previous year. The reasons for the mismatch include: the number of sales personnel of the company increased significantly; Affected by the epidemic, the company's employees are difficult to carry out work in time locally, and the company's labor outsourcing expenditure has increased significantly. 4) Due to the decline in the proportion of product revenue with high gross profit margin, the rise in the procurement cost of raw materials, the intensification of market competition and the increase in the proportion of OEM procurement, the gross profit margin of the company's main business from January to September 2021 decreased by 6.94 percentage points compared with 2020. 5) According to the performance express, the company's operating revenue in 2021 increased by 40.62% year-on-year, and the net profit attributable to the owner of the parent company decreased by 21.21% year-on-year.
The issuer is requested to explain: (1) the reason and rationality of the substantial increase in the proportion of accounts receivable in operating revenue without major changes in credit policies, and whether there is a significant risk of bad debts in combination with the overdue situation of accounts receivable in each period of the reporting period; (2) The trial use and sales of goods without orders at the end of the third quarter of 2021, the reason and rationality for the gradual decline of the proportion of inventory falling price reserves and lower than the average value of comparable listed companies, and further demonstrate whether the provision is sufficient; (3) Combined with the expansion of the company's business scale, analyze the rationality of the sharp increase in the number of sales personnel and labor outsourcing expenditure at the same time; (4) Whether the changes of market price and purchase price of raw materials are consistent, whether the downward trend of gross profit margin continues, whether it has a significant adverse impact on the company's operation, and the impact on the company's gross profit margin after the completion of this raised investment project; (5) The reason and rationality of the mismatch between the operating revenue and the net profit changes attributable to the owners of the parent company in 2021, and whether there are significant adverse changes in the company's production and operation.
The issuer is requested to improve the relevant contents of "tips on major matters" and "risk factors" according to the reply, and sort them according to their importance to enhance pertinence.
Please report to the accountant for verification and comment.
5. EIA matters
The issuer is requested to explain: the progress of the EIA approval of the raised investment project, the expected time of obtaining the EIA approval, and in combination with the above matters, whether the issuance and listing meets the requirements of item (II) of Article 12 of the measures for the administration of securities issuance and registration of listed companies on the science and Innovation Board (for Trial Implementation), and whether there is significant uncertainty.
The sponsor and the issuer's lawyers are requested to check and express their opinions in accordance with the requirements of question 8 of the answers to some questions about refinancing business and question 2 of the examination and answer of securities issuance and listing of companies listed on the science and Innovation Board of Shanghai Stock Exchange.
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
March 1, 2002
Key words: inquiry letter on refinancing of science and Innovation Board
Issued by the listing examination center of Shanghai Stock Exchange on March 1, 2022
