Application documents on Tinavi Medical Technologies Co.Ltd(688277) issuing shares to specific objects
Reply to the inquiry letter of the third round of audit
Sponsor (lead underwriter)
(Building 4, No. 66 Anli Road, Chaoyang District, Beijing)
Shanghai Stock Exchange:
We have received the inquiry letter on the third round of examination of the application documents for the issuance of shares by Beijing Tinavi Medical Technologies Co.Ltd(688277) Medical Technology Co., Ltd. to specific objects (szkss (refinancing) [2021] No. 100) (hereinafter referred to as the "inquiry letter") issued by your office on November 16, 2021. Tinavi Medical Technologies Co.Ltd(688277) (hereinafter referred to as " Tinavi Medical Technologies Co.Ltd(688277) ", "the company" and "the issuer") and the recommendation institution China Securities Co.Ltd(601066) (hereinafter referred to as the "sponsor") The "recommendation institution") and other relevant parties have implemented and verified the questions listed in the inquiry letter one by one. The reply is as follows (hereinafter referred to as "the reply"), please review it.
Unless otherwise specified, the abbreviations or terms in this reply have the same meanings as those in the prospectus for the issuance of A-Shares to specific objects in Tinavi Medical Technologies Co.Ltd(688277) 2021 (application draft) (hereinafter referred to as the "prospectus").
Questions listed in the inquiry letter are in bold (not bold)
Responses to the questions listed in the inquiry letter (not bold)
Amendments and supplements to the reply to this inquiry letter (BOLD)
catalogue
Question 1 About raised investment projects 4 I. The issuer is requested to make supplementary disclosure 6 II. Please further explain 19 III. verification of intermediaries 37 question 1 About raised investment projects
The total amount of funds the company intends to raise from specific objects this time shall not exceed 1340 million yuan, and the amount of this financing is 1.2 times of the total asset scale. Including: 1) the company plans to invest 662.2 million yuan to raise funds for the implementation of the new generation Siasun Robot&Automation Co.Ltd(300024) project, of which 376.15 million yuan is used to purchase and decorate the R & D and design building in Beijing. The land property is commercial land with a construction area of 8905m ²， Including R & D test area 3400m ² And other areas 5505m ²； 2) The company plans to invest 312.8 million yuan to raise funds for the upgrading and construction project of marketing system, including 258.8 million yuan for the purchase and installation of software and hardware and 24 million yuan for the construction of minimally invasive surgery center with 60 non-public medical institutions; 3) The company plans to invest 215 million yuan to raise funds for the construction project of smart medical center, which focuses on building Tianji cloud ecosystem; 4) The company plans to invest 150 million yuan to raise funds as science and technology reserve funds to supplement working capital and R & D.
The issuer will further disclose the technical development status and future trend of Siasun Robot&Automation Co.Ltd(300024) in Department of orthopedics, the technological breakthroughs of the new generation of the issuers and whether they are in line with the development direction of the mainstream products. Combined with the R & D period, the technology can be advanced for 4 years.
The issuer is requested to further explain: (1) the necessity and rationality of purchasing the office building and whether there is a disguised investment in real estate; (2) demonstrate the rationality of the financing scale of the new generation orthopaedic surgery Siasun Robot&Automation Co.Ltd(300024) R & D and industrialization project in combination with the large area of the office building used in the non R & D pilot area; (3) The necessity and rationality of the implementation of the project are fully explained in combination with the fact that the marketing system upgrading construction project has nothing to do with R & D, has an impact on the issuer's business model, and the large amount of depreciation and amortization may have an impact on the performance; and in combination with the large capital investment of the equipment in the early stage and the subsequent income source as the mode of charging service fees, it is explained whether there is a disguised use of the raised funds to expand the market Income in the forecast period; (4) The necessity, rationality and urgency of the smart medical center construction project; (5) the specific purpose, necessity and rationality of the science and technology reserve fund; (6) fully explain whether the raised funds are mainly invested in the field of science and innovation in combination with the above matters; (7) In combination with the large difference between the realized sales volume and the expected sales volume in the revenue calculation during the reporting period of the issuer, and the sharp decline in revenue and sales volume in 2020, further demonstrate the realizability and prudence of this revenue calculation.
The recommendation institution is requested to fully verify the necessity and rationality of the implementation of the raised investment project, and whether the financing scale and income calculation of the raised funds are cautious, and express clear opinions.
reply:
The issuer adjusted the issuance plan in combination with the capital market environment and its own actual situation. The relevant proposals have been deliberated and adopted at the 10th meeting of the 5th board of directors and the 11th meeting of the 5th board of directors. The details are as follows:
Before adjustment, the investment projects of the raised funds are:
Unit: 10000 yuan
No. project name total project investment amount of raised funds to be invested
1 new generation orthopedic surgery Siasun Robot&Automation Co.Ltd(300024) R & D and industrialization project 86360.3366220.00
2. Marketing system upgrading construction project 35765.0731280.00
3. Smart medical center construction project 24700.0021500.00
4. Science and technology reserve fund 15000.0015000.00
Total 161825.40134000.00
After adjustment, the investment projects of the raised funds are:
Unit: 10000 yuan
No. project name total project investment amount of raised funds to be invested
1 new generation orthopedic surgery Siasun Robot&Automation Co.Ltd(300024) R & D and industrialization project 86360.3319520.00
2. Smart medical center construction project 24700.0017500.00
Total 111060.3337020.00
Among them, corresponding adjustments have been made for the R & D and industrialization projects of the new generation of orthopaedic surgery Siasun Robot&Automation Co.Ltd(300024) , as follows:
Before adjustment, the specific budget estimates are as follows:
Unit: 10000 yuan
No. total investment amount of investment project and amount of raised funds to be used
1. Construction engineering and decoration cost 37615.0037615.00
2. Purchase and installation cost of software and hardware 10874.1510800.00
3. Salary of R & D personnel 16174.3810000.00
4. R & D materials and other expenses 12283.807805.00
5. Reserve fund and initial working capital 9413.00-
Total 86360.3366220.00
After adjustment, the specific budget estimates are as follows:
Unit: 10000 yuan
No. total investment amount of investment project and amount of raised funds to be used
1. Construction and decoration costs 37615.00-
2. Purchase and installation cost of software and hardware 10874.158480.00
3. Salary of R & D personnel 16174.384500.00
4. R & D materials and other expenses 12283.806540.00
5. Reserve fund and initial working capital 9413.00-
Total 86360.3319520.00
It can be seen from the above that in the new generation orthopaedic surgery Siasun Robot&Automation Co.Ltd(300024) R & D and industrialization project, the company's Construction Engineering and decoration expenses do not use the funds to be raised this time, the investment in the purchase of production equipment in the industrialization stage is deducted from the software and hardware purchase and installation expenses, and the use of raised funds for R & D personnel's wages, R & D materials and other expenses has been reduced accordingly. For the new generation orthopedic surgery Siasun Robot&Automation Co.Ltd(300024) R & D and industrialization projects, the funds raised by the company are used for R & D investment.
In this raised investment project, the salary of R & D personnel, R & D materials and other expenses in the new generation orthopaedic surgery Siasun Robot&Automation Co.Ltd(300024) R & D and industrialization project are regarded as supplementary working capital, totaling 110.4 million yuan, accounting for 29.82% of the total funds raised, which does not exceed 30% of the total funds raised, Comply with the relevant provisions of question 4 of the Q & A on the review of securities issuance and listing of companies listed on the science and Innovation Board of Shanghai Stock Exchange
The issuer and the recommendation institution revised the reply report of this inquiry letter in combination with this adjustment. 1、 The issuer is requested to make supplementary disclosure
(I) about the advanced technology of the new generation of Siasun Robot&Automation Co.Ltd(300024)
The issuer has made supplementary disclosure in "(I) new generation orthopaedic surgery Siasun Robot&Automation Co.Ltd(300024) R & D and industrialization project" of "II. Basic information and feasibility analysis of the investment project of the raised funds" of "Chapter III feasibility analysis of the board of directors on the use of the raised funds" in the prospectus, as follows:
"7. The current situation and future trend of Siasun Robot&Automation Co.Ltd(300024) technology development in Department of orthopedics, the breakthroughs in the new generation of products and whether they are in line with the development direction of mainstream products, and the 4 years of the R & D cycle will help to analyze whether the relevant products can maintain advanced technology.
(1) Technical development status and future trend of orthopedics Siasun Robot&Automation Co.Ltd(300024)
At present, the issuer has listed products. The indications of Tianji 1.0 and Tianji 2.0 orthopedic surgery Siasun Robot&Automation Co.Ltd(300024) are trauma and spinal surgery. Their specific functions are to help doctors carry out screw placement navigation and surgical tool guidance according to fixation steps during operation. Before the Siasun Robot&Automation Co.Ltd(300024) operation of the Department of orthopedics in Tianji 1, the two generation products of the company have accumulated nearly 10 years of technology. The 1 of the technology has been in the leading position in the similar products outside China from the aspects of the advanced nature and perfection of the technical scheme, the stability and maturity of the products, the positioning accuracy and the scope of the indications.
At present, there are two leading orthopaedic surgery Siasun Robot&Automation Co.Ltd(300024) in the world, in addition to Tianji surgery Siasun Robot&Automation Co.Ltd(300024) . Among them, the mazor x spinal surgery Siasun Robot&Automation Co.Ltd(300024) of Medtronic company is similar to the technical route of Tianji generation 1.0 and Tianji generation 2.0 products in spinal indications, mainly for the navigation and positioning of internal fixation screw placement. From the presentation of Medtronic at the eurospine annual conference in October 2021, its latest work includes two directions: one is preoperative intelligent planning, The other is the navigation and positioning operation of a variety of surgical instruments and spinal surgery (except internal fixation surgery). The other is Mako surgery Siasun Robot&Automation Co.Ltd(300024) of Stryker, which Siasun Robot&Automation Co.Ltd(300024) It is applied to the surgical replacement of hip and knee joint. The product was launched in the United States in 2008, with relatively stable performance and lack of disclosure of follow-up R & D information. It is understood that its main technical research direction is the development of intelligent surgical planning and overall solutions.
Looking forward to the future development trend, orthopaedic surgery Siasun Robot&Automation Co.Ltd(300024) technology upgrading is mainly reflected in the development towards the whole process and overall solution of surgery, as follows:
Trend 1: from the key steps of doctor operation guidance, upgrading and evolution to the completion of Siasun Robot&Automation Co.Ltd(300024) semi-active operation of the whole operation process, the core technical directions are preoperative intelligent operation planning, intraoperative Siasun Robot&Automation Co.Ltd(300024) control, dynamic active operation, and the design of operation safety guarantee mechanism;
Trend 2: from a single navigation and positioning surgery Siasun Robot&Automation Co.Ltd(300024) to an overall solution, including the development, acquisition and integration of supporting equipment, including intraoperative imaging, surgical power, neural monitoring, intraoperative special measuring equipment or consumables, data service cloud platform, etc.
(2) Technological breakthroughs of the issuer's new generation products and whether they conform to the development direction of mainstream products
① Background of new generation Siasun Robot&Automation Co.Ltd(300024) products
The issuer has long been committed to the product R & D of orthopaedic surgery Siasun Robot&Automation Co.Ltd(300024) and has been promoting it every 4 ~ 5 years for 15 years
