Shenzhen Txd Technology Co.Ltd(002845)
SHENZHEN TXD TECHNOLOGY CO.,LTD.
Application documents for Shenzhen Txd Technology Co.Ltd(002845) public issuance of convertible bonds
Reply to secondary feedback
Sponsor (lead underwriter)
(No. 689, Guangdong Road, Shanghai)
December 2021
China Securities Regulatory Commission:
According to the notice of the CSRC on the second feedback on the examination of administrative licensing projects (No. 212072) (hereinafter referred to as the “feedback”) issued by your commission on November 26, 2021, Shenzhen Txd Technology Co.Ltd(002845) (hereinafter referred to as the “company”, “issuer”, “002845}) together with Haitong Securities Company Limited(600837) (hereinafter referred to as” Haitong Securities Company Limited(600837) “and” sponsor “) and Beijing Deheng Law firm (hereinafter referred to as “Beijing Deheng”, “applicant’s lawyer”) and Dahua Certified Public Accountants (special general partnership) (hereinafter referred to as “Dahua certified public accountants” and “accountant”) ）, based on the principles of diligence, honesty and trustworthiness, we carefully analyzed, verified and replied to the questions raised in the feedback one by one. The specific reply to the feedback is as follows, please review it.
explain:
There are differences in the mantissa between the sum of some totals and each addend in the feedback response report. These differences are caused by rounding.
catalogue
Question 1. Return on net assets. The weighted average return on net assets of the applicant in the last three years was 6.30%, and the net profit attributable to the parent in 2019 was only RMB 2050800. Please the applicant: (1) Combined with the business segments of display modules, such as LCD modules of different sizes and brands; camera modules with different pixels and camera numbers, and the changes of operating revenue and gross profit margin, the main influencing factors of large fluctuations in net profit during the reporting period are quantitatively analyzed, especially when the operating revenue and gross profit margin increase in 2019, the net profit decreases sharply The reason is reasonable, and whether there is a situation of adjusting profits; (2) Combined with the changes of unit price and unit cost, quantitative analysis shows the main factors affecting the increase of gross profit margin of camera module business from – 24.97% in 2018 to 6.48% in 2020; (3) By product category and in combination with specific business processes, explain the main product cost accounting processes and methods of camera module business, the collection and distribution methods of direct materials, labor expenses, manufacturing expenses and outsourcing expenses, and the product cost carry forward method, whether they comply with the accounting standards for business enterprises Relevant requirements. Explain the changes of labor cost and other constituent elements in the business cost of camera module, and quantitatively analyze the reasons and rationality of the continuous decline of unit cost; (4) Combined with the changes in the details of the composition of sales expenses, the number and salary of sales personnel, the changes in the composition of customers and other factors, explain the reasons for the small fluctuation of sales expenses in the case of significant growth in operating revenue; (5) Describe the customers of accounts receivable with full provision for bad debts in 2020, and list the sales amount, balance of accounts receivable and provision for bad debts in each year. Whether the collection is normal by the end of 2019, whether it complies with historical credit policies, and whether there is a substantial change in credit risk by the end of 2019; (6) The inventory composition of the camera module business segment at the end of each reporting period, by product category, describes whether the provision for depreciation reserves is accurate and sufficient when the gross profit margin in the reporting period is negative or low; (7) describes the reasons and rationality of the sharp increase in performance in 2020, the operating performance in the first three quarters of 2021, and whether it meets the requirements The index of return on net assets specified in the measures for the administration of securities issuance of listed companies. The recommendation institution and the applicant’s accountant shall explain the basis of the verification process and give verification opinions 1 question 2. About real estate and production site. The prospectus disclosed that as of June 30, 2021, the company had houses and buildings in the process of handling the property right certificate. The raised investment project is implemented by leasing the site. Please explain and disclose: (1) The current handling of the real estate that has not obtained the ownership certificate, the proportion of the sales revenue of the products produced in the company, whether it is a core operating asset, and whether there are substantive obstacles in handling the necessary pre procedures such as fire acceptance, planning verification or real estate ownership investigation; if the house ownership certificate is not obtained, whether it has a significant impact on the applicant’s sustainable profitability; (2) At present, the property to be leased by the raised investment project is subject to the handling of the house property right certificate, and whether the necessary pre formalities such as fire acceptance, planning verification or real estate title investigation cannot be handled; if the lessor cannot advance the handling of the house property right certificate, whether there is significant uncertainty in the applicant’s leased site. Please ask the sponsor and the applicant’s lawyer to explain the verification process and basis And give verification opinions Question 3: about government subsidies. During the reporting period, the net profit of the applicant was 98.0864 million yuan, 109.7228 million yuan, 279.5435 million yuan and 357.0494 million yuan respectively; The government subsidies are 30.1793 million yuan, 134.4517 million yuan, 65.6542 million yuan and 51.3521 million yuan respectively, of which the enterprise development fund supported by Nanchang Economic and Technological Development Zone is 92.9124 million yuan, 29.6708 million yuan and 11.7009 million yuan. The applicant is requested to: (1) explain the reason and rationality of the large amount of subsidy given by Nanchang Economic and Technological Development Zone to the company in combination with the income, profit, tax paid, number of employees, establishment date, etc. of the subsidiary registered in Nanchang Economic and Technological Development Zone in the reporting period; (2) Explain whether there is a commitment to invest in Nanchang Economic and Technological Development Zone in exchange for subsidies given by local governments, and whether the accounting treatment of government subsidies complies with the provisions of accounting standards; (3) Explain whether government subsidies are obtained through improper means and whether relevant information disclosure is sufficient. Ask the recommendation institution and the applicant’s lawyers and accountants to explain the verification process and basis, and give verification opinions……. 39
Question 1. Return on net assets. The weighted average return on net assets of the applicant in the last three years was 6.30%, and the net profit attributable to the parent in 2019 was only RMB 2050800. Please the applicant: (1) Combined with the business segments of display modules, such as LCD modules of different sizes and brands; camera modules with different pixels and camera numbers, and the changes of operating revenue and gross profit margin, the main influencing factors of large fluctuations in net profit during the reporting period are quantitatively analyzed, especially when the operating revenue and gross profit margin increase in 2019, the net profit decreases sharply The reason is reasonable, and whether there is a situation of adjusting profits; (2) Combined with the changes of unit price and unit cost, quantitative analysis shows the main factors affecting the increase of gross profit margin of camera module business from – 24.97% in 2018 to 6.48% in 2020; (3) By product category and in combination with specific business processes, explain the main product cost accounting processes and methods of camera module business, the collection and distribution methods of direct materials, labor expenses, manufacturing expenses and outsourcing expenses, and the product cost carry forward method, whether they comply with the accounting standards for business enterprises Relevant requirements. Explain the changes of labor cost and other constituent elements in the business cost of camera module, and quantitatively analyze the reasons and rationality of the continuous decline of unit cost; (4) Combined with the changes in the details of the composition of sales expenses, the number and salary of sales personnel, the changes in the composition of customers and other factors, explain the reasons for the small fluctuation of sales expenses in the case of significant growth in operating revenue; (5) Describe the customers of accounts receivable with full provision for bad debts in 2020, and list the sales amount, balance of accounts receivable and provision for bad debts in each year. Whether the collection is normal by the end of 2019, whether it complies with historical credit policies, and whether there is a substantial change in credit risk by the end of 2019; (6) The inventory composition of the camera module business segment at the end of each reporting period, by product category, describes whether the provision for depreciation reserves is accurate and sufficient when the gross profit margin in the reporting period is negative or low; (7) describes the reasons and rationality of the sharp increase in performance in 2020, the operating performance in the first three quarters of 2021, and whether it meets the requirements The index of return on net assets specified in the measures for the administration of securities issuance of listed companies. The recommendation institution and the applicant’s accountant shall explain the basis of the verification process and give verification opinions. reply:
1、 Combined with the display module business segment, such as LCD modules of different sizes and brands; Camera modules with different pixels and camera numbers, changes in operating revenue and gross profit margin, quantitative analysis of the main influencing factors of large fluctuations in net profit in the reporting period, especially in the case of the growth of operating revenue and gross profit margin in 2019, the reason for the sharp decline in net profit is reasonable, and whether there is a situation of adjusting profit
(i) Impact of display module business segment and camera module business segment on the overall operating performance of the company
Unit: 10000 yuan
Sector 2020 2019 2018
Net profit attributable to parent company after deduction of non display module business 20110.944178.137885.79
Net profit attributable to parent company after deduction of non camera module business 558.39-3973.05-2572.05
The net profit attributable to the parent company after deducting non profits as a whole in the current year was 20669.33205 085,313.74
From 2018 to 2020, the company’s overall operating performance fluctuated significantly, mainly due to the comprehensive impact of changes in net profits of the two business segments.
On the one hand, the company has started to lay out camera module products since 2017 and gradually mass produce them after 2018. As an operation test that must be passed to carry out new business, the company’s camera module business continued to suffer losses in 2018 and 2019, and the amount of impact on the net profit attributable to the parent after deduction was -25.7205 million yuan and -39.7305 million yuan respectively, It is one of the main reasons for the decline of the company’s overall operating performance in 2019; In 2020, the camera module business will basically achieve profit and loss balance and begin to contribute operating net profit.
On the other hand, the company’s traditional business display module business decreased by 37.0766 million yuan in 2019 compared with 2018, which is another main reason for the decline of the company’s overall operating performance in 2019; In 2020, the profitability of the company’s display module business increased significantly, which is the core reason for the rise of the company’s overall operating performance in 2020.
（2） Analysis of reasons for changes in net profit of display module sector from 2018 to 2020
From 2018 to 2020, the main information related to the operating performance of the module sector of the company is as follows:
Unit: 10000 yuan
Project amount change in 2020, 2019 and 2018
Operating income: 853774.58322185.68531588.90124654.46406934.44
Gross profit 91982.5435414.52568.0221510.7335057.30
Period cost: 61918.7316470.2845448.4520849.6524598.80
Credit and asset impairment loss 6144.43-420.996565.425780.77784 sixty-five
After deducting non recurring profits and losses
Net profit attributable to the parent company from 20110.9415932.814178.13 to 3707.667885.79
1. Overall cause analysis
It can be seen from the above that from 2018 to 2020, the net profit of the company’s display module business segment fluctuated greatly, which is mainly affected by two factors: one is the scale effect, that is, the increase of gross profit caused by the change of the company’s revenue scale
Compared with 2018, in 2019, although the gross profit increased by 215107300 Yuan due to the growth of operating revenue, the period expenses increased by 208496500 yuan accordingly. The difference between the two is small, and the scale effect enjoyed by the company through scale expansion is limited; At the same time, affected by the poor management of the customer Shenzhen Lianshang Communication Technology Co., Ltd., the company showed that the credit and asset impairment losses of the module sector increased significantly in 2019 compared with 2018, an increase of 57.8077 million yuan; Finally, under the dual impact of limited scale effect and significant increase in credit and asset impairment losses, the company showed that the net profit deducted from non parent company of module business segment decreased significantly in 2019, the reason for change was reasonable, and there was no case of profit adjustment.
In 2020, compared with 2019, the company’s operating revenue continued to expand, the gross profit increased by 354.1452 million yuan, and the expenses increased by only 164.7028 million yuan in the same period. The change range of the gross profit was much greater than that of the period expenses, and the scale effect of the company’s revenue expansion was prominent; Meanwhile, the company’s credit and asset impairment losses in 2020 were basically the same as those in 2019, and did not increase significantly. Finally, driven by the scale effect, the company’s display module business segment in 2020
