China Merchants Securities Co.Ltd(600999)
About Genbyte Technology Inc(003028)
Verification opinions on changing the implementation content and location of some raised funds investment projects China Merchants Securities Co.Ltd(600999) (hereinafter referred to as " China Merchants Securities Co.Ltd(600999) " or "sponsor") as the sponsor of Shenzhen Genbyte Technology Inc(003028) science and Technology Co., Ltd. (hereinafter referred to as " Genbyte Technology Inc(003028) " or "company") for the initial public offering and listing of shares, In accordance with the requirements of relevant laws, regulations and normative documents such as the measures for the administration of securities issuance and listing recommendation business, the stock listing rules of Shenzhen Stock Exchange, the guidelines for the standardized operation of listed companies of Shenzhen Stock Exchange and the guidelines for the supervision of listed companies No. 2 - regulatory requirements for the management and use of raised funds by listed companies, Prudently checked the changes of investment projects raised by Genbyte Technology Inc(003028) initial public offering. The verification is described as follows:
1、 Overview of changes in investment projects with raised funds
(I) basic information and use of raised funds
With the approval of the reply on approving Genbyte Technology Inc(003028) initial public offering of shares (zjxk [2020] No. 3309) issued by the China Securities Regulatory Commission, the company issued 27.4 million ordinary shares (A shares) to the public for the first time, with a par value of 1 yuan per share, an issue price of 21.75 yuan per share and a total raised capital of 59.95 million yuan, The net amount of raised funds after deducting the issuance expenses is RMB 560186200. The raised funds have been transferred to the designated account of the company on December 21, 2020. Tianjian Certified Public Accountants (special general partnership) verified and confirmed the completion of the raising and issued the Genbyte Technology Inc(003028) capital verification report (tjy [2020] No. 7-164) on December 22, 2020. The company stores the raised funds in a special account, and has signed a tripartite supervision agreement with the recommendation institution and the deposit bank of the raised funds.
As of December 31, 2021, the use of funds raised by the company's initial public offering is as follows:
Unit: 10000 yuan
Sequence project name total investment plan to use the raised funds to accumulate the raised investment project No. the amount of raised funds is used to calculate the investment progress
1. Capacity expansion of intelligent control components and product 37911063620000649897 17.95% upgrading project
2 zero power consumption starting protector construction project 602410319862 --
Sequence project name total investment plan to use the raised funds to accumulate the raised investment project No. the amount of raised funds is used to calculate the investment progress
3 R & D center construction project 969180862000 517.82 6.01%
4. Supplement working capital 9500008 China High-Speed Railway Technology Co.Ltd(000008) 00000 100.00%
Total 631269656018621501679-
(II) the proposed change of investment projects with raised funds
In order to improve the use efficiency of the raised funds, combined with the actual situation of the company and taking into account the company's internal strategy, future development trend and other factors, the company plans to change the contents of the original investment projects of the raised funds on the premise that the total investment amount of the raised funds remains unchanged. The details of the investment projects after the change and the amount of the raised funds to be invested are as follows:
Unit: 10000 yuan
No. project name total investment proposed to use remaining raised funds
Fund collection
1 high end intelligent controller R & D and production base project (phase I) 41448623480000
2 inverter and high efficiency intelligent energy storage system project 703024200000
3 R & D center construction project 564180450000
Total 54120664100000
After the change, the fixed asset investment in production equipment and office equipment in the "high-end intelligent controller R & D and production base project (phase I)" includes the purchased part of the original "intelligent control component capacity expansion and product upgrading project".
After the change, the fixed asset investment in experimental equipment and office equipment in the "R & D center construction project" includes the purchased part of the original "R & D center construction project".
(III) about changing the implementation location of some raised investment projects and using the raised funds to purchase land use rights
1. The original raised capital investment project "capacity expansion and product upgrading project of intelligent control components" was implemented in some areas of floor 4 and floor 2, building 4, Huahong ICT Industrial Park, the intersection of Genyu road and Nanming Road, Yutang street, Guangming New Area, Shenzhen. Since the original planned site can no longer meet the needs of the company's "high-end intelligent controller R & D and production base project (phase I)", in order to better implement the raised investment project, it is proposed to use the raised funds to purchase the state-owned land use right with an area of about 32700 M2 in Guangming District, Shenzhen for the construction of "high-end intelligent controller R & D and production base project (phase I)".
The specific transactions are as follows:
(1) Basic information of transaction
The company plans to use the raised fund of no more than RMB 80 million to purchase the state-owned land use right with an area of about 32700 m2 in Guangming District, Shenzhen, so as to meet the land demand for the implementation of the company's changed raised investment project "high-end intelligent controller R & D and production base project (phase I)" and provide necessary guarantee for the company's high-quality sustainable development in the future. The above-mentioned expenditure for the purchase of land use rights has been included in the amount of raised funds to be used by the raised investment project after the change.
This transaction does not constitute a connected transaction, nor does it constitute a major asset reorganization stipulated in the administrative measures for major asset reorganization of listed companies.
(2) Counterparty information
The transferor of the land use right purchased this time is Guangming Administration Bureau of Shenzhen Municipal Bureau of planning and natural resources.
Guangming administration of Shenzhen Municipal Bureau of planning and natural resources has no relationship with the company and its controlling shareholders, directors, supervisors and senior managers.
2. The original fund-raising investment project "zero power starting protector construction project" is implemented in some areas on the second floor of building 4, Huahong ICT Industrial Park, the intersection of Genyu road and Nanming Road, Yutang street, Guangming New Area, Shenzhen. At present, the company plans to change the original investment project of raised funds into "inverter and high-efficiency intelligent energy storage system project", and the implementation location is changed to floor 2-3, building 1, Huahong ICT Industrial Park, the intersection of Genyu road and Nanming Road, Yutang street, Guangming District, Shenzhen.
2、 Specific reasons for changing the investment project of raised funds
(I) planned investment and actual investment of the original project
1. Capacity expansion and product upgrading project of intelligent control components
"Capacity expansion and product upgrading project of intelligent control components" in view of the shortage of existing capacity, it is proposed to build a number of new intelligent production lines at the company's current business site in accordance with more modern design standards and more advanced automation equipment configuration, so as to realize the manufacturing upgrading and capacity expansion of intelligent electronic control products; At the same time, combined with the company's technological innovation and product research and development in the field of intelligent IOT, it is planned to upgrade the functions of various existing intelligent electronic control products, further improve the added value of products, and better meet the increasingly rich business needs of downstream customers. The total planned investment of the project is 3791106 million yuan, including 3389723 million yuan of construction investment, including 4.5 million yuan of decoration engineering cost, 318545 million yuan of equipment purchase cost and 159273 million yuan of equipment installation cost; The initial working capital is 401384 million yuan. As of December 31, 2021, the accumulated used raised funds of the project are 649897 million yuan, and the balance of unused raised funds is 2970103 million yuan. The assets formed by the construction of the project can continue to be used for the production and operation of the company.
2. Zero power consumption starting protector construction project
"Zero power consumption starting protector construction project" relies on its own intelligent control technology to develop and supply high-performance and ultra-low power consumption starting protector products to downstream customers. The project is conducive to the further enrichment of the company's product structure, so as to meet the diversified needs of the downstream market, continuously expand the source of income and improve the profitability.
The total planned investment of the project is 60.241 million yuan, including 538825 million yuan of construction investment, including 1.5 million yuan of decoration engineering cost, 49.925 million yuan of equipment purchase cost and 2.4575 million yuan of equipment installation cost; The initial working capital is 6.3585 million yuan. As of December 31, 2021, the project has not been put into construction, and the balance of unused raised funds is 319862 million yuan.
3. R & D center construction project
The "R & D center construction project" plans to upgrade the hardware environment of current technology R & D by investing a large number of advanced R & D equipment and building a modern laboratory, actively introduce excellent talents, expand the R & D team and increase R & D investment in the frontier field of intelligent electronic control, so as to further enhance the company's technical strength and core competitiveness in the field of intelligent electronic control, Ensure the sustainable development of main business.
The total planned investment of the project is 96.918 million yuan, including 40.5 million yuan for construction works, 32.76 million yuan for experimental equipment, 7.02 million yuan for office equipment, 1.638 million yuan for installation works and 15 million yuan for R & D. As of December 31, 2021, the accumulated used raised funds of the project are 5.1782 million yuan, and the balance of unused raised funds is 810218 million yuan. The assets formed by the construction of the project can continue to be used for the production and operation of the company.
(II) reasons for changing the original raised investment project
The company has long focused on product R & D, manufacturing and sales in the field of intelligent electronic control. Since its listing, the company has continuously increased its R & D and production investment, continuously optimized its business structure and maintained rapid growth in its business scale. At the same time, it has also obtained its own land in Guangming District, Shenzhen. Therefore, considering the implementation of the original investment project with raised funds, the company's current business site demand and future business development plan, the company plans to adjust the original investment project with raised funds. On the one hand, the implementation of the changed investment project is conducive to improving the company's production and operation environment, recruiting high-end talents in R & D, market, supply chain and other aspects, On the other hand, it expanded the company's existing production capacity and cut into the promising photovoltaic energy storage track, further enriching the company's business structure. Planning is conducive to improving the efficiency of the use of raised funds.
(III) specific contents of new raised investment projects after change
1. High end intelligent controller R & D and production base project (phase I)
(1) Project overview
Project implementation site: Northeast of the intersection of Keyu road and Changyue Road, Yutang street, Guangming District, Shenzhen
Project implementation subject: Genbyte Technology Inc(003028)
The main products of the project are intelligent controllers, and the product technology can reach the international standards of similar products. Through the implementation of this project, the company will build a world-class intelligent controller production base to better alleviate the contradiction between the current rapid growth of intelligent controller market demand and the company's limited business site and production capacity, further improve the company's production and sales scale and improve the company's control over product production links and product quality, Provide good return on investment and economic benefits for the company.
The construction period of the project is 2 years; The total planned investment is 414486200 yuan, including 374347900 yuan of construction investment and 40138300 yuan of initial working capital. The project is planned to reach the production capacity in four years. After all, it is expected to achieve an average annual output value of 740165400 yuan. During the calculation period, the average total investment profit margin is 21.91% (after tax), the internal rate of return is 18.23% (after tax), and the after tax static investment payback period is 6.95 years (including the construction period).
(2) Necessity of project implementation
1) The company's existing production capacity cannot meet the rapidly growing market demand
With the increasing demand for automation and intelligence of downstream end products, the market scale of intelligent controller, motor variable frequency drive and digital power supply is growing. At the same time, with the gradual maturity of Internet of things technology, emerging industries such as smart home and smart building are in the stage of rapid development. Intelligent electronic control products and intelligent IOT modules are expanding from traditional application fields such as household and commercial appliances, electric tools and automotive electronics to the above-mentioned emerging application fields, The intelligent electronic control industry will usher in the dual development opportunities of accelerating market demand and consumption upgrading.
Through the implementation of the high-end intelligent controller R & D and production base project (phase I), while solving the problems of limited site and insufficient production capacity, the company will further enhance the high-end intelligent manufacturing capacity, improve the production efficiency and quality assurance level, which will help the company consolidate its existing competitive advantage, seize the development opportunities of the current market, expand the sales scale and improve the profitability.
2) Maintain the needs of existing customers and explore the market, and meet the layout needs of downstream customers in the field of intelligent IOT
Through intelligent electronic control
