Tianzhi International Certified Public Accountants (special general partnership) about
Examination and inquiry letter on Rianlon Corporation(300596) applying for issuing shares, paying cash to purchase assets and raising supporting funds
Verification opinions on matters involved (Revised Version)
Tian Zhi Ye Zi [2022] No. 7362 Shenzhen Stock Exchange gem company management department:
Tianzhi International Certified Public Accountants (special general partnership) (hereinafter referred to as “the firm”) accepted the entrustment of Rianlon Corporation(300596) (hereinafter referred to as ” Rianlon Corporation(300596) ,” listed company “,” the company “or” the company “) to act as the restructuring audit accountant of Jinzhou Kangtai lubricating oil additives Co., Ltd. (hereinafter referred to as” the subject company “).
According to the requirements of the examination and inquiry letter on Rianlon Corporation(300596) applying for issuing shares and paying cash to purchase assets and raise supporting funds (examination and inquiry letter [2021] No. 030015) (hereinafter referred to as “examination and inquiry letter”) issued by your ministry, we have carefully analyzed and verified the relevant issues, and now reply to the relevant matters as follows:
The financial data in this reply are kept to two decimal places. If the total number is inconsistent with the mantissa of the sum of the itemized values, it is caused by rounding.
The font of this reply represents the following meanings:
The questions listed in the inquiry letter are in bold
Reply to the questions listed in the inquiry letter
Supplementary disclosure or modification of the restructuring report in italics and bold
Question three
According to the application documents, (1) during the reporting period, the operating income of the subject company was 561395600 yuan and 444862800 yuan respectively, and the net profit attributable to the shareholders of the parent company (hereinafter referred to as the net profit) was 51878800 yuan and 33323700 yuan respectively, mainly due to the impact of the epidemic, the obstruction of land and ship transportation, the weakening of downstream demand at home and abroad, and the operating income Net profit decreased year-on-year; (2) During the reporting period, Qingdao atlas and its business partners were the largest customers of the target company, with sales revenue of 1441526 million yuan and 645259 million yuan respectively. The decline in revenue was mainly due to the impact of the epidemic, the obstruction of international freight transportation, and the significant decline in the purchase of internal combustion engine oil compound by Qingdao atlas; (3) During the reporting period, the sales volume of single agent of the target company was 19000 tons and 17600 tons respectively, and the sales volume of compound agent was 13300 tons and 9200 tons respectively. The decline in sales volume in 2020 was due to the impact of the epidemic in 2020 and the reduction of the distribution category of Lubrizol products by the wholly-owned subsidiary Beijing benhuan fine chemical products Co., Ltd; (4) It is estimated that from 2021 to 2025, the sales volume of single agent will be 21700 tons, 30300 tons, 4100 tons, 54100 tons and 62700 tons respectively, with growth rates of 23.48%, 39.32%, 35.28%, 32.09% and 15.92% respectively. The sales volume of composite agent will be 11700 tons, 14800 tons, 18400 tons, 21900 tons and 24100 tons respectively, with growth rates of 26.93%, 26.70%, 23.99%, 19.31% and 10.09% respectively.
The listed company is requested to make supplementary disclosure: (1) compare the changes in product sales and operating performance of comparable companies in the same industry during the reporting period, and disclose whether the performance decline of the target company in the reporting period is significantly different from that of Companies in the same industry, and whether it is in line with the change trend of the industry; (2) In combination with the reasons for the performance decline of the target company during the reporting period, the impact and duration of the domestic and foreign epidemic development trend on the demand of the target company’s main downstream customers and end customers and domestic and foreign transportation, and the sales volume and operating performance of main products in the first half of 2021, reveal whether the target company has sustainable profitability, And quantitatively analyze the impact of relevant factors leading to the decline of the performance of the target company on the sustainable profitability of the target company; (3) The monthly sales data of single agent and compound agent during the reporting period and from January to may 2021, combined with the sales data of 2021, disclose the actual situation of the impact of the epidemic outside China, the reduction of Lubrizol’s distribution product category and the decline of Qingdao atlas procurement on the sales volume of the target company in 2021, as well as the expected impact on the sales volume of future years; (4) In combination with the specific prediction of product sales volume, unit price and sales revenue under the detailed caliber of different product categories (self-produced products and purchased products) in the prediction period, and by comparing the historical sales and financial data, disclose whether there is a significant difference between the prediction and the change trend of historical data, and whether the prediction basis is sufficient and reasonable in combination with industry competition and demand, Quantitative analysis of business performance in the forecast period
Realizability of.
Ask the independent financial consultant to check the above matters, the accountant to check the above matters (1) and the appraiser to check the above matters (2) (3) (4) and give clear verification opinions.
reply:
1、 Compare the changes in product sales and operating performance of comparable companies in the same industry during the reporting period, and disclose whether the performance decline of the target company in the reporting period is significantly different from that of Companies in the same industry, and whether it is in line with the change trend of the industry
The listed company has made supplementary disclosure in “section IV, x, (V) production and sales of the main products and main customers of the subject company” of the restructuring report as follows:
“6. Comparison of changes in sales volume and operating performance of the target company with changes in comparable companies and industries in the same industry
(1) Comparison with comparable companies in the same industry
The target company is an enterprise in the lubricant additive industry. At present, there is only Xinxiang Richful Lube Additive Co.Ltd(300910) one listed company in the same industry. The product sales and operating performance of other companies in the same industry cannot be publicly queried. Therefore, the sales and operating performance of Xinxiang Richful Lube Additive Co.Ltd(300910) products are compared with the target company.
The comparison of sales volume, revenue and net profit between the target company and Xinxiang Richful Lube Additive Co.Ltd(300910) lubricating oil additives from January to June 2019 to 2021 is as follows:
two thousand and twenty-one
Name of the project company: January to June 2021 January to June 2020 January to June 20202019
Sales volume of lubricant additive companies 15201521287179 18.10% 28236023336058 – 15.36%
(ton) Xinxiang Richful Lube Additive Co.Ltd(300910) – 2408874 – 60755774158893 46.09%
Lubricant additive company 25251582053676 22.96% 440 Polaris Bay Group Co.Ltd(600155) 67057 – 20.86% additive sales
Amount (10000 Xinxiang Richful Lube Additive Co.Ltd(300910) 44571.733246270 37.30% 78911845805012 35.94% yuan)
Net profit (10000 target companies) 240630210131 14.51% 333237518788 – 35.77%
RMB) Xinxiang Richful Lube Additive Co.Ltd(300910) 1040253714171 45.66% 1828647983630 85.91%
Note: as of the signing date of this report, Xinxiang Richful Lube Additive Co.Ltd(300910) has not disclosed its 2021 annual report. Therefore, compared with the situation from January to June 2021, its 2021 semi annual report did not disclose the sales data of lubricating oil additives, and the data of the target company from January to June 2020 were not audited.
According to the above table, the sales volume of lubricating oil additives of the target company decreased by 15.36% from 3336058 tons in 2019 to 2823602 tons, and the sales amount decreased by 20.86% from 556705700 yuan to 44060100 yuan; The sales volume of Xinxiang Richful Lube Additive Co.Ltd(300910) the comparable company in the same industry increased by 46.09% from 4158893 tons in 2019 to 6075577 tons, and the sales amount increased by 35.94% from 580501200 yuan to 789118400 yuan. The product sales volume and revenue of the target company are quite different from Xinxiang Richful Lube Additive Co.Ltd(300910) due to:
Xinxiang Richful Lube Additive Co.Ltd(300910) 2020 saw a significant year-on-year increase in revenue, mainly due to its efforts to expand China’s international market and continuously improve production capacity Xinxiang Richful Lube Additive Co.Ltd(300910) in 2020, overseas sales increased by 48.92% year on year, accounting for 39.19% of overseas sales revenue. In 2019, the sales revenue of innova refining and tradingfze, a new customer in the Middle East, showed rapid growth in 2020. In the first half of 2020, the sales reached 489182 million yuan, exceeding the annual sales of 371655 million yuan in 2019; In addition, Xinxiang Richful Lube Additive Co.Ltd(300910) increased its sales to some domestic customers, for example, its sales revenue to the related party Shanghai Hairun additives Co., Ltd. increased rapidly, from 531534 million yuan in 2019 to 768876 million yuan in 2020.
In addition to the decline in market demand affected by the epidemic, the target company’s revenue decline in 2020 is mainly due to the sharp decline in sales to Qingdao atlas and its business partners, the largest customer, and the sharp reduction in the product category of Lubrizol:
① The sales volume of the target company to Qingdao atlas and its business partners, the largest customer, decreased from 901060 tons in 2019 to 441116 tons in 2020, and the corresponding sales volume decreased from 1441526 million yuan to 645259 million yuan. Qingdao atlas and its business partners are foreign-funded enterprises. Over the years, its principals will personally go to the target company to discuss cooperation matters. In 2020, affected by the epidemic at home and abroad, its principals failed to come to China to fully communicate with the target company face to face, which led to Qingdao atlas and its business partners failing to win the bid when the end customers bid for some products to a certain extent, Affected by the epidemic, shipping was tight in 2020, and the combination of internal and external factors led to a significant decline in the purchase volume and purchase amount from the target company;
② Due to the strategic adjustment of Lubrizol, the supplementary agreement of the distribution agreement signed between the subsidiary of the target company, Beijing benzene ring Fine Chemical Co., Ltd. (hereinafter referred to as “Beijing benzene ring”) and Lubrizol has a significant impact on the sales of Beijing benzene ring through Lubrizol
The product category is adjusted from “engine oil additive and transmission system application additive” to “metalworking fluid additive”
“Products”, which makes the target company’s product category greatly reduced and the distribution capacity increased from the second half of 2019
The number of Lubrizol products decreased from 207529 tons in 2019 to 794.63 tons in 2020
The sales revenue decreased from 724228 million yuan to 313891 million yuan.
In terms of net profit, due to the expansion of Xinxiang Richful Lube Additive Co.Ltd(300910) ‘s operation and income, the scale effect appears, resulting in profit
The capacity has also been greatly improved, and the net profit has increased by 85.91% from 98.363 million yuan in 2019 to 50% in 2020
1828647 million yuan. The target company’s main business income decreased by 20.86% year-on-year in 2020
The IPO was terminated in 2020, and the IPO intermediary fee was 7.1711 million yuan, which was carried forward from other current assets to management fee
As a result, the decline of net profit is greater than that of income.
From January to June 2021, the sales amount of lubricating oil additives of the target company increased by 22.96% year-on-year to 2525158
Million yuan, Xinxiang Richful Lube Additive Co.Ltd(300910) an increase slightly higher than that of the target company, an increase of 37.30% to 445717300 yuan. Net profit side
The target company increased by 14.51% to RMB 24.063 million and Xinxiang Richful Lube Additive Co.Ltd(300910) increased by 45.66% to 1040253
Ten thousand yuan. The change trend of the operation of the target company is consistent with that of Xinxiang Richful Lube Additive Co.Ltd(300910) in the same industry, but the sales revenue
The increase of net profit was lower than Xinxiang Richful Lube Additive Co.Ltd(300910) . The increase of net profit of the target company is lower than that of sales revenue, which is mainly due to the target company
The financial expense rate of the company from January to June 2021 is higher than that from January to June 2020 and other income from January to June 2020
Due to higher government subsidies in Yizhong.
(2) Comparison with downstream lubricating oil enterprises
As the upstream industrial chain of the lubricating oil industry, lubricating oil additive products are affected by the boom and bust cycle of the lubricating oil industry
The impact is more significant. Select A-share lubricating oil listed enterprises: Jiangsu Zhongsheng Gaoke Environmental Co.Ltd(002778)
(former name: Jiangsu Gaoke Petrochemical Co., Ltd., hereinafter referred to as ” Jiangsu Zhongsheng Gaoke Environmental Co.Ltd(002778) “), Qingdao Qingdao Copton Technology Company Limited(603798) Technology Co., Ltd
Technology Co., Ltd. (hereinafter referred to as ” Qingdao Copton Technology Company Limited(603798) “), Jiangsu Lopal Tech.Co.Ltd(603906) (hereinafter referred to as
Pin of ” Jiangsu Lopal Tech.Co.Ltd(603906) “)
