Changjiang Securities Company Limited(000783) underwriting and recommendation Co., Ltd
Special verification opinions of Shenzhen Stock Exchange on the implementation letter of the opinions of the audit center on Rianlon Corporation(300596) applying for issuing shares to purchase assets and raising supporting funds (Revised Version)
Shenzhen Stock Exchange:
Rianlon Corporation(300596) (hereinafter referred to as “the company”, “listed company” or ” Rianlon Corporation(300596) “) received the implementation letter of the audit center on Rianlon Corporation(300596) applying for issuing shares to purchase assets and raising supporting funds (audit letter [2021] No. 030017) (hereinafter referred to as “audit opinion implementation letter”) issued by your exchange on September 9, 2021. According to the relevant requirements of the implementation letter of your audit opinions, Changjiang Securities Company Limited(000783) underwriting recommendation Co., Ltd. (hereinafter referred to as “independent financial consultant”) has carefully analyzed and verified the relevant problems, as follows:
Unless otherwise specified, the abbreviations or terms in this verification opinion have the same meanings as those in the report on Rianlon Corporation(300596) issuing shares and paying cash to purchase assets and raise matching funds (Registration draft) (Revised) (hereinafter referred to as the “restructuring report”). If the total amount in any table in this verification opinion is inconsistent with the sum or product of the values listed in the table, it is caused by rounding unless otherwise specified. The font of this verification opinion represents the following meanings:
The problems listed in the implementation letter of audit opinions are in bold
Reply to the questions listed in the audit opinion implementation letter
Supplementary disclosure or modification of the restructuring report in italics and bold
catalogue
Feedback question 1: three
Feedback question 1:
Your company is requested to combine the influence of the dependence of important customers, the rise of raw material purchase unit price and other factors on the operating performance fluctuation and sustainable profitability of the underlying assets, and the continuous influence and improvement of performance decline factors during the reporting period of the underlying assets, In the “tips on major events” section, we will further reveal the special risk of the decline in the operating performance of the underlying asset in the future years.
reply:
The listed company has made supplementary disclosure in the “tips on major events”, “tips on major risks” and “section 12 description of main risks of this transaction” in the restructuring report, as follows:
“(V) risk of decline in the future operating performance of the subject company
During the reporting period, the main business income of the target company was 440601 million yuan and 5210812 million yuan respectively, and the net profit attributable to the owner of the parent company after deducting non recurring profits and losses was 304476 million yuan and 431778 million yuan respectively. During the reporting period, the income of the target company from selling products to Qingdao atlas and its business partners was 645259 million yuan and 219013 million yuan respectively, accounting for 14.64% and 4.20% of the main business income respectively. Although the decline in the income of Qingdao atlas and its business partners in 2021 did not lead to the decline in the operating performance of the target company, if there are repeated outbreaks at home and abroad in the future and the target company fails to develop new customers as expected, it will have an adverse impact on the future operating performance of the target company.
During the reporting period, the direct materials of the target company accounted for more than 85% of the main business cost of self-produced products. Direct materials are the main component of the main business cost of the target company. The fluctuation of the purchase price of raw materials will directly affect the production cost and profitability of the target company. The main raw materials required for the production of the target company are downstream products of the petrochemical industry. Affected by the fluctuation of international crude oil price, the purchase price of raw materials increased to varying degrees in 2021, resulting in an increase in the production cost of the self-produced products of the target company. If the price of main raw materials continues to rise sharply in the future, and the target company fails to take effective measures to eliminate the impact of the rise in production costs caused by the rise in the price of raw materials on its profitability, it will have an adverse impact on the operating performance and sustainable profitability of the target company. There is a risk of decline in the future operating performance of the target company. “
In view of the improvement of the above risk matters, the listed company has disclosed in the restructuring report “section IX, II, (IV), 1, (5) the impact of relevant factors of the performance decline of the target company on the sustainable profitability of the target company” as follows:
“3) the impact of relevant factors leading to the decline of the performance of the target company on the sustainable profitability of the target company
The performance decline of the target company in 2020 is mainly affected by factors such as the decline of income and the expenses of IPO intermediaries. The decrease in income is mainly due to the decrease in the income of Qingdao atlas and its business partners and the decrease in the income of distributing Lubrizol products. The income of the target company to Qingdao atlas and its business partners and distributing Lubrizol products in 2019, 2020 and 2021 is as follows:
Unit: 10000 yuan
Project 20212020 2019
Income of Qingdao atlas and its business partners 2190136452591441526
Revenue from distribution of Lubrizol products 333102313891724228
Main business income 5210812440 Polaris Bay Group Co.Ltd(600155) 67057
In 2020, the sales revenue of the target company to Qingdao atlas and its business partners decreased by 796268 million yuan, and the revenue from distributing Lubrizol products decreased by 410337 million yuan, resulting in a significant decline in the overall revenue. In 2021, the income of the target company to Qingdao atlas and its business partners was 219013 million yuan, a decrease of 426246 million yuan over the same period in 2020. However, the overall income level of the target company in 2021 was 5210812 million yuan, an increase of 804811 million yuan over the same period in 2020, close to the level of 5567057 million yuan in the same period in 2019, The main products of the target company’s anti-oxidation and anti-corrosion agent and internal combustion engine oil compound agent have been gradually recognized by the market and customers after long-term market verification. In addition, the target company has strengthened the development and maintenance of customers, newly developed some customers with large demand and expanded the sales to some original customers, such as Shanghai Hairun additives Co., Ltd Shanghai Niandao economic and Trade Development Co., Ltd., Lanzhou PetroChina Lubricating Oil Additive Co., Ltd., Shandong Tenghui lubricating oil Technology Co., Ltd., Angang Group Mining Co., Ltd., luluda lubricating oil (Wuxi) Co., Ltd., Wuhan Wanfeng Petrochemical Co., Ltd., etc.
Made up for the impact caused by the decline in sales revenue of Qingdao atlas and its business partners. It can be seen that the target company does not rely on Qingdao atlas and its business partners. In the case of a sharp decline in its sales revenue in 2021, the main business revenue still increased by 18.27% year-on-year.
In 2020, affected by the epidemic and other factors, Qingdao atlas and its business partners failed to win the purchase order of the end customer, which directly affected the sales of the target company in the second half of 2020 and the first half of 2021. However, in the first half of 2021, it won the bid for four main varieties of end customers and signed a sales contract with the target company, with a contract amount of about 60 million yuan, In 2021, the target company achieved a sales revenue of 219013 million yuan to Qingdao atlas and its business partners. In 2021, the sales revenue of Lubrizol products distributed by the target company was 333102 million yuan, and the distribution business revenue increased by 6.12% over the same period in 2020. Because the product category of Lubrizol has not changed, the distribution business revenue has not decreased further. In addition, the gross profit of distributing Lubrizol products in 2020 and 2021 was 3.9138 million yuan and 3.8601 million yuan respectively, accounting for 4.65% and 3.93% of the gross profit of the main business respectively. The distribution business of Lubrizol products has little impact on the future performance of the target company.
In addition, the target company’s IPO intermediary fee of 7.1711 million yuan in 2020 is a one-time fee, which will not have a negative impact on the target company’s sustainable profitability.
In conclusion, the main factors leading to the decline of the target company’s revenue in 2020 have been effectively alleviated without further impact on the target company, and the target company has strengthened China’s compound agent market development and customer development and maintenance. The revenue in 2021 has increased significantly compared with the same period in 2020, and the target company has sustainable profitability. In addition, considering that the target company’s IPO intermediary fee of 7.1711 million yuan in 2020 is a one-time fee, the relevant factors leading to the decline of the target company’s performance will not have a significant adverse impact on the target company’s sustainable profitability. “
The listed company has disclosed in “section IX, II, (IV), III, analysis of gross profit margin” of the restructuring report as follows:
“During the reporting period, the gross profit margin of the self-produced products of the target company was 23.10% and 21.76% respectively. The gross profit margin of the self-produced products of the target company decreased by 1.34% year-on-year in 2021, mainly because the target company actively reduced the sales price of dispersant products in order to make full use of the production line capacity and expand the sales scale of self-produced dispersant. At the same time, the cost of raw materials increased, resulting in the gross profit margin of dispersant The sharp decline has lowered the overall gross profit margin of self-produced products.
During the reporting period, the gross profit margin of the purchased products of the target company was 8.74% and 9.85% respectively. The sales price of the purchased products was adjusted accordingly with the fluctuation of the purchase price. The fluctuation of the gross profit margin of the purchased products was mainly caused by the change of the product structure of each period and the influence of the opening inventory. In 2021, the gross profit margin of purchased products increased by 1.11 percentage points year-on-year, mainly because the target company appropriately maintained a certain amount of inventory of purchased products according to the previous sales situation in order to quickly respond to the diversified needs of customers for various additive products. In the area of price rise, the initial inventory reduced the product cost of the target company, resulting in a slight increase in the sales gross profit margin of purchased products compared with the same period. “
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(there is no text on this page, which is the signature page of the special verification opinions (Revised Version) of Changjiang Securities Company Limited(000783) underwriting and recommendation Co., Ltd. on the implementation letter of the opinions of the audit center on Rianlon Corporation(300596) applying for issuing shares to purchase assets and raising supporting funds of Shenzhen Stock Exchange)
Cheng ye, Chen Jiahong
Financial advisor sponsor:
Li Wenfang Chen Long
Kernel principal:
Yang HeXiong
Head of financial advisory business department:
He Junguang
Legal representative (or authorized representative):
Cheng Jun Wang
Changjiang Securities Company Limited(000783) underwriting and recommendation Co., Ltd. mm / DD / yyyy
