About Farasis Energy (Gan Zhou) Co.Ltd(688567) (Ganzhou) Co., Ltd
Issuing shares to specific objects
Reply to the opinion implementation letter of the Audit Center
(Revised Version)
Sponsor (lead underwriter)
(registered address: No. 5, Xingyang street, Suzhou Industrial Park)
Shanghai Stock Exchange:
According to the requirements of the letter of implementation of the opinions of the audit center on the issuance of shares by Farasis Energy (Gan Zhou) Co.Ltd(688567) (Ganzhou) Co., Ltd. to specific objects (szkss (refinancing) [2022] No. 32) (hereinafter referred to as the “letter of implementation”) of your exchange, Soochow Securities Co.Ltd(601555) (hereinafter referred to as “sponsor”, ” Soochow Securities Co.Ltd(601555) “) together with Farasis Energy (Gan Zhou) Co.Ltd(688567) (Ganzhou) Co., Ltd. (hereinafter referred to as ” Farasis Energy (Gan Zhou) Co.Ltd(688567) ,” company “or” issuer “) and Dahua Certified Public Accountants (special general partnership) (hereinafter referred to as” reporting accountant “) Shanghai jintiancheng law firm (hereinafter referred to as “the issuer’s lawyer”) and other intermediaries have carefully studied the issues raised in the implementation letter in accordance with your requirements, and now explain them one by one for review.
explain:
1、 Unless otherwise specified, the abbreviations or terms in the reply to this implementation letter have the same meanings as those in the prospectus (revised seven times).
2、 The font in the reply of this implementation letter represents the following meanings:
Questions listed in bold (BOLD) implementation letter
Reply to the implementation letter in Song typeface
Amendments and supplements to the prospectus and other application documents in italics (BOLD)
3、 There may be slight difference between the sum of individual data in some tables and the total of tables in the reply to this implementation letter, which is caused by rounding.
catalogue
catalogue 3 question 1 Tips on major issues 4 question 2 About the company’s competitive disadvantage 9. Overall verification opinions of the recommendation institution ten
Question 1 Tips on major issues
The issuer is requested to give important tips on the following matters in the prospectus: (1) the operating performance has continued to decline since 2020, and the expected loss in 2021 will further expand; (2) The power battery industry is highly competitive and has a large investment in technology research and development. The company faces the risk that its products and technology cannot be upgraded in time; (3) The power battery of the company adopts the technical route of three yuan soft package, and the market share of its products is relatively small; (4) The company’s customers changed greatly during the reporting period; (5) The impact of the company’s cooperation with Daimler on operating performance.
[reply]
According to the requirements of the implementation letter, the issuer has supplemented the following disclosures in the “tips on major matters” of the prospectus:
“
Tips on major issues
The company specially reminds investors that before making investment decisions, they must carefully read the text of this prospectus and pay special attention to the following matters.
1、 The operating performance has continued to decline since 2020, and the loss is expected to further expand in 2021
In 2018, 2019 and 2020, the company’s operating revenue was 22756524 million yuan, 24496287 million yuan and 11196523 million yuan respectively, and the net profits attributable to the owners of the parent company were -782148 million yuan, 1312277 million yuan and -331043 million yuan respectively. Affected by covid-19 pneumonia and changes in major customers, the company’s operating revenue decreased by 54.29% year-on-year and its net profit decreased by 352.24% year-on-year in 2020. According to the 2021 annual performance express released by the issuer, under the background of the outbreak of the new energy vehicle industry, through the accumulation of early customer orders, the company’s operating revenue increased by 203.97% year-on-year in 2021. However, due to the comprehensive impact of factors such as the decline of product prices and the rise of raw material costs, the net profit increased by 194.32% year-on-year.
From the perspective of product sales price, first of all, under the industry trend of the rapid development of new energy vehicles, the average market price of power batteries has shown a downward trend in the past few years due to the comprehensive factors such as technical iteration, manufacturing process progress and subsidy decline in the power battery industry. Secondly, from 2018 to 2020, the market prices of main raw materials such as positive materials and negative materials showed a downward trend. In the early stage, the company negotiated with customers to determine the product sales price in 2021 based on the market trend of raw materials at that time, and the price was relatively low. The company and downstream customers mainly implement price negotiation, the rising trend is raised in time, and the selling price is low. Thirdly, in order to maintain a good customer relationship, the company cooperated deeply at a more favorable price in the early stage.
From the cost side, first of all, in recent years, the global new energy vehicles have developed rapidly and there is a strong demand for power batteries, which promotes the continuous rise in the price of raw materials of power batteries, resulting in the continuous pressure on the company’s costs. Secondly, the company’s built capacity has not been fully released, and the scale effect has not been fully revealed.
From the perspective of period cost, the scale effect of the company has not been fully revealed, the period cost rate is at a high level, and the R & D investment has been continuously increased.
If the price rise of major customers is lower than expected, the price of raw materials continues to rise, the cost growth during the period is higher than expected, or there are adverse changes in the operation of major customers of the company, reduce the procurement of the company’s products, or stop cooperation with the company, and the company cannot develop other customers in time, the scale effect is lower than expected, which will have an adverse impact on the production and operation of the company, The company still has the risk of being unable to make profits in the short term and further expanding its operating losses.
2、 The power battery industry is highly competitive and has a large investment in technology research and development. The company faces the risk that its products and technologies cannot be upgraded in time
(I) fierce competition in power battery industry
According to GGII data, the installed capacity of China’s top ten power battery enterprises accounted for 82.90%, 87.98%, 92.44% and 90.70% respectively in 2018, 2019, 2020 and 2021. The industry concentration generally showed an upward trend and remained at a high level, and the industry competition tended to be fierce. In addition, as foreign power battery enterprises and vehicle enterprises accelerate the layout of the Chinese market, China Shipbuilding Industry Group Power Co.Ltd(600482) battery industry will also face more fierce market competition.
With the rapid development of the new energy vehicle market, new energy vehicle manufacturers continue to launch new models, and the downstream demand for power batteries continues to increase. However, the subsidy amount of new energy vehicles has declined year by year and the subsidy standard has been gradually improved, which makes the competition among power battery enterprises increasingly fierce. Power battery enterprises need to ensure their competitive advantages by reducing product production costs and further improving product comprehensive performance.
In this context, the company’s future business development will face the risk of intensified market competition.
(II) the investment in technology research and development is large, and the company faces the risk that products and technologies cannot be upgraded in time
1. Large investment in technology R & D
From 2018 to 2021, from January to September, the R & D investment of the company was 1127296 million yuan, 2708234 million yuan, 3718662 million yuan and 3926805 million yuan respectively. The R & D investment was large and increased continuously. The R & D investment of the company’s new products and technologies may not be able to complete the achievement conversion in a short time, and there is a certain uncertainty in the marketing of R & D achievements, and even the risk of R & D project failure, which makes it difficult to recover the early R & D investment, and then has an adverse impact on the development of subsequent R & D projects and the company’s operating performance. 2. Risk of single technical route and product
In recent years, there are many technical routes in the practical application of new energy vehicle power batteries. According to the packaging mode and shape of batteries, they can be divided into soft pack batteries, square batteries, cylindrical batteries, etc; According to the type of cathode material, it can be divided into ternary material battery, lithium iron phosphate battery, etc. The company’s technical route is three yuan soft pack power battery. Before the new products are launched, the current technical route and product line are relatively single. If the market share of ternary soft pack power battery gradually decreases, and the company fails to timely and effectively develop and launch new products suitable for the mainstream technical route, it will have an adverse impact on the company’s competitive advantage and profitability.
3. Risk of product technology iteration
In recent years, the overall technical level and process level of the power battery industry have been continuously improved, and the battery energy density, working temperature range, charging efficiency, safety and other performance have been continuously improved. However, at present, the performance level of power battery still fails to fully meet the needs of the development of new energy vehicle industry. Relevant enterprises, universities and research institutions are still actively carrying out research on the next generation power battery technology, including solid-state battery, lithium sulfur battery, lithium air battery and hydrogen fuel cell. At present, the company’s main products are still ternary soft packed lithium-ion batteries. If there is a breakthrough in power battery technology in the future, resulting in the iteration of the types of power battery products used by new energy vehicles, and the company fails to grasp the new technology in time and apply it to relevant products, it may have an adverse impact on the company’s market position and profitability.
3、 The power battery of the company adopts the technical route of ternary soft package, and the market share of its products is relatively small
In recent years, there are many technical routes in the practical application of new energy vehicle power batteries. According to the packaging mode and shape of batteries, they can be divided into soft pack batteries, square batteries, cylindrical batteries, etc; According to the type of cathode material, it is mainly divided into ternary material battery, lithium iron phosphate battery, etc. the company’s technical route is ternary soft pack power battery.
At present, the power battery industry at home and abroad is in the stage of coexistence of various technical routes. Chinese car enterprises mainly choose from ternary soft package, ternary square, ternary column and lithium iron phosphate square. Although ternary soft pack power battery is one of the mainstream technical routes of overseas new energy vehicle enterprises, from 2018 to 2020, ternary soft pack power battery accounted for 29.86%, 33.25% and 46.33% of overseas market share respectively; However, the products of this technical route account for a relatively low proportion in China. From 2018 to 2020, the market share of ternary soft pack power batteries in China was 10.39%, 6.58% and 6.25% respectively. The market share continued to decline and was relatively small. If the company cannot continue to explore the overseas market in the future or the demand of Chinese car enterprises for ternary soft pack power batteries cannot be improved, it may have an adverse impact on the profitability of the company.
4、 The customer concentration is high, the company’s customers have changed greatly during the reporting period, and the business performance is greatly affected by the main customers
During the reporting period, the top five customers of the company accounted for 99.77%, 95.82%, 84.66% and 69.54% of the main business revenue respectively, with high customer concentration.
In 2018 and 2019, the company’s main customers were BAIC group and Great Wall group. The sales revenue of the above two main customers accounted for 91.23% and 71.95% of the main business revenue respectively. Since 2020, the company’s sales to BAIC group and Great Wall group have decreased significantly, mainly because the sales of relevant models of BAIC group and Great Wall group are less than expected, so the company has reduced the purchase of supporting batteries, resulting in a significant reduction in sales to BAIC group and Great Wall group.
Since 2020, the company’s customer structure has changed greatly. In 2020 and January September 2021, the company’s largest customer is Guangzhou Automobile Group Co.Ltd(601238) , and its sales revenue accounts for 38.30% and 45.24% of its main business revenue respectively; In April and September 2021, the company realized the mass production of some products of Daimler’s eva2 and mfa2 platforms and began mass supply. Daimler began to become one of the company’s main customers. At the same time, according to the company’s orders in hand and capacity planning, it is expected that Guangzhou Automobile Group Co.Ltd(601238) and Daimler will still be the company’s main customers in the future, and the customer concentration is still high.
During the reporting period, the company’s production capacity was limited and could not serve multiple models of multiple customers at the same time. In the case of limited capacity, the company’s capacity arrangement is inclined to strategic customers. Under the above background and development strategy, the company’s customer concentration is high, and the main customers have a great impact on the company’s operating performance. If there are adverse changes in the operation of the company’s main customers in the future, reduce the procurement of the company’s products, or stop cooperation with the company, and the company cannot develop other customers in time, it will have an adverse impact on the company’s production and operation.
5、 Impact of the company’s cooperation with Daimler on operating performance
(I) impact of cooperation between the issuer and Daimler on operating performance
The company’s power battery products supporting Daimler eva2 and mfa2 platforms entered mass production and began mass supply in April 2021 and September 2021 respectively, resulting in the expansion of the company’s sales scale in 2021. In the early stage, the company consulted with Daimler on the low price based on the cost factors such as the market situation and trend of raw materials at that time. At the same time, the price of raw materials continued to rise in 2021, resulting in the further expansion of the company’s loss in 2021.
(II) risks of cooperation projects between the issuer and Daimler
At the end of 2018, the company signed a cooperation agreement with Daimler, established a long-term cooperative relationship and became its power battery supplier. The following risks exist in the process of cooperation between the two sides.
1. Risk that the issuer and Daimler cannot reach a final agreement on price adjustment
Due to the continuous rise of raw material prices in the market in 2021, the company has carried out price adjustment communication with Daimler. At present, it is in communication and negotiation and has not reached a final agreement. If the issuer’s adjustment of Daimler’s sales price in the future is less than expected, or the price adjustment cannot reach a final agreement, the company has the risk of further expansion of losses, resulting in the failure of the cooperation between the two sides to achieve the expected goal or termination of the cooperation.
2. Risk that the issuer’s production and technology cannot match Daimler’s requirements
The cooperation project between the issuer and Daimler has a great impact on the company’s future profitability, operating performance, market position and comprehensive competitiveness. Although the eva2 and mfa2 projects entered the mass production stage in 2021, it does not rule out that the technical indicators cannot meet the requirements, product quality defects It is possible that the production capacity can not fully meet the procurement demand, which leads to the failure of the cooperation between the two sides to meet the expected demand
