Shenzhen Baoming Technology Co.Ltd(002992)
And
Citic Securities Company Limited(600030) about Shenzhen Baoming Technology Co.Ltd(002992) non-public offering of A-Shares in 2021
Reply to feedback on application documents
(Revised Version)
Sponsor (lead underwriter)
North block, excellence Times Plaza (phase II), No. 8, Zhongxin Third Road, Futian District, Shenzhen, Guangdong
December, 2001
China Securities Regulatory Commission:
The notice on the first feedback on the examination of administrative licensing projects issued by the CSRC (No. 211714) on July 20, 2021 has been received, and Shenzhen Baoming Technology Co.Ltd(002992) (hereinafter referred to as “the company”, “the issuer”, “the applicant” or ” Shenzhen Baoming Technology Co.Ltd(002992) “) has been jointly with Citic Securities Company Limited(600030) (hereinafter referred to as ” Citic Securities Company Limited(600030) ” or “the sponsor”) and Beijing Jindu law firm (hereinafter referred to as “the sponsor”) “The applicant’s lawyer”) has carefully checked and implemented the matters related to the feedback, and now makes the following reply on relevant issues.
be careful:
1、 Unless otherwise specified, the abbreviations or terms in this reply report have the same meanings as those in the due diligence report.
2、 The font in this reply report represents the following meanings
Bold (BOLD): questions listed in the feedback
Arial (not bold): reply to the questions listed in the feedback
Song typeface (BOLD): verification opinions of intermediary institutions
catalogue
Question 1: the applicant intends to raise 1.5 billion yuan in this non-public offering of shares for four projects such as medium-sized backlight construction projects. The applicant is requested to supplement and disclose: (1) the details of the specific investment amount arrangement of the raised investment project, the calculation basis and process of the investment amount, whether each investment composition belongs to capital expenditure and whether the raised funds are used; (2) The current progress, expected schedule and expected use schedule of the raised investment project, and whether there is any situation of replacing the investment before the board of directors; (3) the rationality of the scale of new capacity of the raised investment project and the digestion measures of new capacity; (4) The expected benefits of this raised investment project, the basis and process of benefit calculation, and whether the benefit calculation is cautious. The sponsor is requested to express its verification opinions.. 4 question 2: the applicant is requested to explain the specific conditions of the financial investment and financial business implemented or planned to be implemented by the company since the reporting period, and whether the company holds it at the end of the latest period in combination with the company’s main business Large amount Long term financial investment (including financial business), and at the same time, compare the current total financial investment with the scale of funds raised this time and the level of net assets of the company to explain the necessity of the amount of funds raised this time. The sponsor is requested to give verification opinions.. 44 question 3: the applicant is requested to supplement and disclose the impact of covid-19 pneumonia epidemic on future production, operation and performance. If there is any adverse impact, please Conduct risk prompt. The recommendation institution is requested to give verification opinions Question 4: the balance of accounts receivable and notes receivable at the end of each reporting period of the applicant is high. The applicant is requested to supplement: (1) the reasons and rationality for the high balance of accounts receivable and notes receivable at the end of each reporting period, whether there is a great difference between the credit policy and the same industry, and whether there is a relaxation of the credit policy; (2) explain whether the provision for bad debts of accounts receivable is sufficient in combination with the aging, post period collection and bad debt write off, and the situation of comparable companies in the same industry; (3) Composition of notes receivable and provision for bad debts, whether there is overdue payment of notes receivable, and whether the provision for bad debts of notes receivable is sufficient. Please give verification opinions.. 51 question 5: the applicant raised 706 million yuan in 2020 for three projects such as LED backlight production expansion and construction project, and relevant items by the end of 2020 The project is still under construction. The applicant is requested to supplement: (1) the construction and use progress of the raised investment project before June 30, 2021, whether it is invested as planned, whether it is delayed or behind the expected progress; (2) In combination with the fact that the previous raised investment project is still under construction, explain the necessity and rationality of the raised funds to continue to expand production capacity, whether there is repeated construction and idle production capacity, whether the raised funds are necessary and reasonable, and whether there is a risk of capacity digestion. Please give verification opinions to the sponsor……. 58 question 6: the applicant will be in the bidding process during the initial public offering in July 2020 The share Book discloses the profit forecast for 2020. It is estimated that the annual operating revenue in 2020 will be 1.823 billion yuan and the net profit will be 111 million yuan. However, in 2020, the applicant’s annual operating income was only 1.378 billion yuan and the net profit was only 30.8872 million yuan. The applicant is requested to add: (1) the reason why the number of performance achieved in 2020 is far lower than the profit forecast, whether there are false records in the disclosure of relevant information about the IPO, and whether the disclosure of relevant information is true, accurate and complete; (2) Does the above situation constitute an obstacle to this issuance? Please give the sponsor’s verification opinions……. 71 question 7: the applicant’s initial listing in 2020, the operating profit in 2020 was 20.5986 million yuan, a sharp decrease of 86.88% compared with the same period in 2019, and the operating profit from January to March 2021 was a loss. The net cash flow from operating activities in 2020 changed from positive to negative. Please supplement: (1) The reason for the significant change of performance in the year of initial listing, and whether there is sufficient risk prompt in the initial prospectus; (2) explain whether there are false records in the prospectus and whether the information disclosure is true, accurate and complete in combination with the profit forecast report and risk prompt; (3) the reason why the net cash flow of operating activities changes from positive to negative in 2020; (4) In combination with the change of operating profit into loss from January to March 2021, supplement whether the applicant has sustainable profitability and whether there is loss risk in 2021; (5) Whether the above circumstances constitute an obstacle to this issuance. Please give verification opinions. 79 question 8: according to the application materials, the land for the raised investment project has not been obtained. Please supplement the project plan, the specific arrangement and progress of obtaining the land, whether it is in line with the land policy and urban planning, the risk of the implementation of the land for the raised investment project, and the proposed alternative measures if the land for the raised investment project cannot be obtained Measures and impact on the implementation of raised investment projects; If the project land has been obtained, the applicant shall explain the basic situation of the land use right of the raised investment project and whether the project conforms to the planned land use. The recommendation institution and the lawyer of the applicant are requested to check the above matters and whether the issuance complies with Article 10 of the administrative measures （2） Issue verification opinions in accordance with the provisions of item……. 100 question 9: the applicant is requested to supplement and disclose whether the listed company, its holding subsidiaries and joint-stock companies have real estate business. The sponsor and lawyers are requested to issue verification opinions……. 104 question 1: the applicant intends to raise 1.5 billion yuan in this non-public offering of shares for medium-sized backlight construction projects. 4 Items. The applicant is requested to supplement and disclose: (1) the details of the specific investment amount arrangement of the raised investment project, the calculation basis and process of the investment amount, whether each investment composition belongs to capital expenditure and whether the raised funds are used; (2) The current progress, expected schedule and expected use schedule of the raised investment project, and whether there is any situation of replacing the investment before the board of directors; (3) the rationality of the scale of new capacity of the raised investment project and the digestion measures of new capacity; (4) The expected benefits of the project invested by raising funds, the basis and process of benefit calculation, and whether the benefit calculation is cautious. The sponsor is requested to give verification opinions.
reply:
1、 The detailed arrangement of the specific investment amount of the raised investment project, the calculation basis and process of the investment amount, whether each investment composition belongs to capital expenditure and whether the raised funds are used
The total amount of funds raised in this non-public offering does not exceed 150 million yuan, which will be used for the following items after deducting the issuance expenses:
Unit: 10000 yuan
No. project name project investment total raised funds investment project construction week implementation subject amount into amount period
1 medium size backlight construction project 73159.4662186.1524 months Hefei Baoming
2 LCD panel glass deep processing project 39144.2534361.8824 months Hefei Baoming
3. Factory collaborative management construction project 8852.098451.9724 months Hefei Baoming
4. Supplementary working capital 45000.0045000.00 – Shenzhen Baoming Technology Co.Ltd(002992)
Total 166155.80150000.00
(i) Medium size backlight construction project
1. Details of specific investment amount arrangement, whether each investment composition belongs to capital expenditure and whether the raised funds are used for investment
The specific investment composition of “medium size backlight construction project” is as follows:
Unit: 10000 yuan
No. investment content investment amount whether the proposed raised funds are capital expenditures
A site investment of 26017.90
1. Land cost 1309.74
2 civil works 14040.0014040.00 yes
3 installation works 10668.1610668.16 yes
Second, the input of software and hardware is 36168.2536168.25
1 hardware equipment 35818.2535818.25 yes
2 software equipment 350.00350 00 yes
III. basic reserve fund 3000.16 – no
IV. initial working capital 7973.15 – no
The total investment of the project is 73159.4662186.15
2. Calculation basis and process of investment amount
The total investment of the project is 73.15946 million yuan, including 260.179 million yuan for site investment, 36.16825 million yuan for software and hardware investment, 30.016 million yuan for basic reserve fund and 79.7315 million yuan for initial working capital. The construction period of the project is 24 months.
The calculation basis of the investment amount of the project mainly includes: guidelines for feasibility study of investment projects (trial version), economic evaluation methods and parameters of construction projects (third version) and quotations of relevant equipment manufacturers.
(1) Site input
The project will build medium-sized backlight production plants, offices and staff dormitories. The amount of site investment is 260.179 million yuan, and the new construction area is 117000.00 square meters. The details of site investment are as follows: unit: 10000 yuan
No. investment content building area (M2) unit price (yuan / ㎡) total investment
I. land cost 60000.00218 291,309.74
II. Construction investment 24708.16
(i) Civil works 14040.00
1 production plant 95000.001200.0011400.00
2 office 10000.001200.001200.00
