Stock abbreviation: Autel Intelligent Technology Corp.Ltd(688208) Stock Code: Autel Intelligent Technology Corp.Ltd(688208) listing place: Shanghai Stock Exchange Autel Intelligent Technology Corp.Ltd(688208)
And Citic Securities Company Limited(600030)
About Autel Intelligent Technology Corp.Ltd(688208)
Issue convertible corporate bonds to unspecified objects
Inquiry letter for the second round of examination of application documents
of
Reply Report
Sponsor (lead underwriter)
North block of excellence Times Square (phase II), No. 8, Zhongxin Third Road, Futian District, Shenzhen, Guangdong Province
March, 2002
Shanghai Stock Exchange:
We have received the second round of examination and inquiry letter on the application documents of Autel Intelligent Technology Corp.Ltd(688208) issuing convertible corporate bonds to unspecified objects (szkss (refinancing) [2022] No. 38, hereinafter referred to as the "examination and inquiry letter") issued by your exchange on March 4, 2022, Autel Intelligent Technology Corp.Ltd(688208) (hereinafter referred to as " Autel Intelligent Technology Corp.Ltd(688208) ," issuer "or" company ") and Citic Securities Company Limited(600030) (hereinafter referred to as" Citic Securities Company Limited(600030) , "sponsor" or "this sponsor") Tianjian Certified Public Accountants (special general partnership) (hereinafter referred to as the "reporting accountant") and Beijing Zhonglun law firm (hereinafter referred to as the "issuer's lawyer") and other relevant parties have implemented and replied to the questions mentioned in the audit inquiry letter one by one. Now, the reply to the audit inquiry letter is as follows, please review.
explain:
1、 Unless otherwise specified, the definitions of abbreviations or terms in this reply report are the same as those in the prospectus for Autel Intelligent Technology Corp.Ltd(688208) issuing convertible corporate bonds to unspecified objects (draft application). 2、 The font in this reply report represents the following meanings:
Review the questions listed in the inquiry letter in bold (not bold)
Song typeface (not bold) audit inquiry letter, reply to questions and verification opinions of intermediaries
Supplement and revise the disclosure contents of the prospectus in italics (BOLD)
Note: there may be slight differences between the sum and total data of individual data in some tables of this reply report, which are caused by rounding in the calculation process.
catalogue
Question 1: about this raised investment project 4 attachment: general opinions of the recommendation institution on the reply of the issuer twenty-three
Question 1: about this raised investment project
According to the first round reply and the prospectus, (1) the current R & D personnel of the project are 367, the number of people required for the project is 840, and the per capita site area is 28.21 square meters; (2) In the project of acquiring 100.00% equity of rainbow technology, the total investment is 745115 million yuan, and the proposed raised capital is 4834966 million yuan. As of July 31, 2021, in the consolidated assets and liabilities of Rainbow Technology and rainbow nano, the total amount of current accounts between rainbow nano and its related parties and the rent receivable from Shenzhen Coship Electronics Co.Ltd(002052) and China Citic Bank Corporation Limited(601998) Shenzhen Branch was 3105551 million yuan, and the total amount of mortgage loans and undue interest payable from China Citic Bank Corporation Limited(601998) Shenzhen Branch was 258165300 yuan. The principal and interest of China Citic Bank Corporation Limited(601998) Shenzhen Branch repaid by Han nationality holding on behalf of rainbow nano is 258954300 yuan.
The issuer is requested to explain: (1) the specific situation and planning of the property purchased, and the area of R & D, office and other auxiliary functions; (2) In combination with the differences in product performance and technical level between this raised investment project and the company's existing business, explain the determination basis and rationality of the R & D personnel and the required number of people of the raised investment project, and whether the per capita site area is reasonable; Explain whether the selection of comparable companies is reasonable in combination with the implementation location, business type and R & D mode of the raised investment project; (3) The formation process and estimated repayment time of other receivables of Rainbow Technology; The reason and rationality for Han nationality holding to repay the principal and interest of China Citic Bank Corporation Limited(601998) Shenzhen Branch on behalf of rainbow nano, whether corresponding contracts or agreements have been signed, specific repayment arrangements, and whether there are other interest arrangements; (4) In the acquisition of Rainbow Technology equity project, whether the specific calculation process of the proposed raised funds involves the use of the raised funds to purchase creditor's rights in a disguised form, and whether to supplement the working capital in a disguised form; (5) In combination with the above situation, the necessity of purchasing the property, the relationship with the implementation of the raised investment project, and the improvement of the company's existing business in product performance and technical level compared with the raised investment project, explain the reasons why the issuer chooses to purchase the property rather than lease the property for implementation, and whether it complies with the relevant provisions that the raised funds should be invested in the field of scientific and technological innovation.
The reporting accountant and the lawyer of the issuer shall check and express their opinions.
reply:
1、 Issuer description
(I) specific situation and planning of the property purchased, area of R & D, office and other auxiliary functions 1. Background of the property purchased
With the rapid development of business, the R & D investment scale of the company is gradually expanded and the R & D team is continuously expanded. Under the background of constantly updating the technical level of the industry, the company will continue to strengthen R & D investment and R & D team construction. However, the company's existing R & D site has been relatively tight, which has a certain impact on the efficiency of R & D work and is more difficult to meet the needs of R & D innovation in the future.
The total investment of the raised investment project " Autel Intelligent Technology Corp.Ltd(688208) R & D center construction and new generation intelligent maintenance and new energy comprehensive solution R & D project" is 1722193600 yuan, of which 900 million yuan is raised, and the rest is self owned funds; According to the calculation, there will be 817 R & D personnel (excluding supporting administrative personnel) in the third year of the implementation of the project. The company needs to provide corresponding R & D sites for the project.
By acquiring 100.00% equity of rainbow technology, the company obtained the ownership of the target property under the name of rainbow nano, a wholly-owned subsidiary of rainbow technology. As a supporting R & D site for the above projects, it can better meet the requirements of the project. On the one hand, the purchase of the property will provide the R & D site for the R & D project and effectively solve the dilemma of insufficient R & D site of the company at present; On the other hand, the purchase of self owned sites can avoid problems such as scattered R & D sites, difficult rent-seeking and rising rent, and provide effective guarantee for the good, stable and sustainable operation of the company. In addition, the purchase of property can improve the office environment of R & D personnel and help introduce industry professionals, so as to further improve the overall R & D technology level of the company, speed up the R & D progress, and keep the company's automotive diagnosis technology in a leading position in the world and China.
2. Specific situation and planning of property purchase
The transaction price of acquiring 100% equity of Rainbow Technology in the "project of acquiring 100.00% equity of Shenzhen Rainbow Technology Development Co., Ltd." is based on the appraisal report on all equity assets of shareholders of Shenzhen Rainbow Technology Development Co., Ltd. involved in Autel Intelligent Technology Corp.Ltd(688208) proposed equity acquisition issued by Shenzhen Pengxin asset appraisal Land Real Estate Appraisal Co., Ltd (Peng Xin Zi Ping Bao Zi [2021] No. S153) the appraisal result is 7569854 million yuan as the reference basis (including the appraisal value of the rainbow technology building is 7017492 million yuan). According to the negotiation between the two parties, the final transaction price is 745115 million yuan.
On August 18, 2021, the company signed the equity acquisition agreement on Shenzhen Rainbow Technology Development Co., Ltd. (hereinafter referred to as the equity acquisition agreement) with Han nationality holdings. According to the negotiation between the two parties, the transaction price of 100% equity of rainbow technology was determined as 70 million yuan in cash and Autel Intelligent Technology Corp.Ltd(688208) assumed the debt of 45.115 million yuan that Han nationality holdings should repay to rainbow nano, That is, the actual transaction consideration was 745115000 yuan, and the relevant equity change registration procedures were completed on August 19, 2021.
By acquiring 100.00% equity of rainbow technology, the company obtained the real estate No. 0239201 of Guangdong (2019) Shenzhen real estate property right under the name of rainbow nano, a wholly-owned subsidiary of rainbow technology. The real estate is located in rainbow technology building, No. 5 Industrial Zone, Beihuan Avenue. The parcel number of the plot is t4010027. The nature of the right is other / commercial housing, and the purpose is industrial land / plant, office and canteen.
3. Area of R & D, office and other auxiliary functions
The total construction area of the target property is 2860475 square meters, including 2369571 square meters of aboveground buildings and 490904 square meters of underground garage. Among them, the R & D area is 1975758 square meters, the conference room is 120000 square meters, the auxiliary administrative office area is 400.00 square meters, the machine room is 300.00 square meters, and other auxiliary functional areas (including front desk and display reception area, restaurant, employee activity area and toilet, etc.) are 203815 square meters. The specific planning of the target property is shown in the table below:
Functional area (M2) remarks
Total site area 2860475
Including: 490904 underground garage purchased with self owned funds
Aboveground buildings 2369571
Including: R & D office area 1489715
R & D testing laboratory 486043 fund purchase
Conference room 120000
Auxiliary administrative office area 400.00
The computer room 300.00 uses its own funds to purchase other auxiliary function areas (including front desk and display)
Reception area, restaurant, staff activity area and bathroom 203815
Student room, etc.)
(II) in combination with the differences in product performance and technical level between this raised investment project and the company's existing business, explain the determination basis and rationality of the R & D personnel and the required number of people of the raised investment project, and whether the per capita site area is reasonable; Explain whether the selection of comparable companies is reasonable in combination with the implementation location, business type and R & D mode of the raised investment project
1. Differences in product performance and technical level between this raised investment project and the company's existing business
The specific investment composition of " Autel Intelligent Technology Corp.Ltd(688208) R & D center construction and new generation intelligent maintenance and new energy comprehensive solution R & D project" is as follows:
Unit: 10000 yuan
Non capital non capital raised funds raised funds investment serial number project name total investment expenditure amount contribution to input amount whether it belongs to source capital expenditure
Autel Intelligent Technology Corp.Ltd(688208) R & D center construction
1 design and new generation intelligent maintenance 172219365239705 self owned capital 9000000 capital expenditure and comprehensive solution of new energy
Case R & D project
R & D site (acquisition of rainbow)
1.1 100% equity of science and Technology (74511504834966 capital expenditure items)
New generation intelligent maintenance and new
1.2 comprehensive energy solution research 97707865239705 self owned funds 4165033 capital expenditure development project
1.2.1 project construction 2593890 -- 2246619 capital expenditure
1.2.2 other expenses of project construction 607.08-419.32 capital expenditure
1.2.3 R & D investment 69246045048121 self owned capital 1876483 capital expenditure
1.2.3.1 next generation tablet & lower computer 846209 -- 846209 capital expenditure
1.2.3.2 intelligent diagnosis 1847623 own funds-
