Anhui Xinbo Aluminum Co.Ltd(003038) AnhuiXinboAluminumCo., Ltd.
(address: Yangcun Industrial Zone, Yangcun Town, Tianchang City)
Notice on Anhui Xinbo Aluminum Co.Ltd(003038) non public offering application documents
Response report to feedback
Sponsor (lead underwriter)
(No. 18, Meishan Road, Hefei, Anhui)
February, 2002
China Securities Regulatory Commission:
According to the requirements of the notice of the CSRC on the first feedback on the examination of administrative licensing projects (hereinafter referred to as the "feedback") issued by your commission on February 14, 2022, Guoyuan Securities Company Limited(000728) (hereinafter referred to as " Guoyuan Securities Company Limited(000728) " and "sponsor") as the sponsor (lead underwriter) of Anhui Xinbo Aluminum Co.Ltd(003038) (hereinafter referred to as " Anhui Xinbo Aluminum Co.Ltd(003038) ", "company", "listed company", "issuer" or "applicant") non-public offering of shares, Together with the applicant and the applicant's lawyer Anhui Tianhe law firm (hereinafter referred to as "the applicant's lawyer") and the accountant Rongcheng Certified Public Accountants (special general partnership) (hereinafter referred to as "the accountant") and other relevant parties, in line with the principles of diligence, honesty and trustworthiness, carefully discuss, verify and implement the questions raised in the feedback one by one, And reply and explain one by one. The specific reply is attached.
Explanation on the content, interpretation, format, supplementary and updated disclosure of the reply:
1. Unless otherwise specified, the definitions of abbreviations or terms used in this reply are consistent with the due diligence report of Guoyuan Securities Company Limited(000728) on Anhui Xinbo Aluminum Co.Ltd(003038) non-public offering of shares (hereinafter referred to as the "due diligence report");
2. In this reply, if the mantissa of the total count is inconsistent with the mantissa of the sum of the listed values, it is caused by rounding;
3. The supplementary disclosures or amendments involved in this reply have been listed in bold italics in the due diligence report and other documents.
catalogue
Question 1 4 question 2 19 question 3 22 question 4 24 question 5 39 question 6 44 question 7 53 question 8 59 question 9 sixty-five
According to the application materials, the industry of the applicant is "aluminum profile industry" and "non-ferrous metal smelting and rolling processing industry", which are inconsistent. Please supplement the applicant: (1) accurately describe the industry according to the actual business; (2) Whether the raised investment project belongs to the eliminated and restricted industries in the Guiding Catalogue for industrial structure adjustment (2019 version), whether it belongs to backward production capacity and whether it conforms to the national industrial policy; (3) Whether the raised investment project meets the requirements of dual control of energy consumption in the project location, and whether the review opinions on energy conservation of fixed asset investment projects are obtained as required; (4) Whether the raised investment project involves the construction of self provided coal-fired power plants, if so, Whether it complies with the requirements of "Beijing Tianjin Hebei, Yangtze River Delta, Pearl River Delta and other regions prohibit the construction of new coal-fired self owned power plants, areas with obvious redundancy of installed capacity and low utilization hours of thermal power, and in principle, no new (expanded) self owned power plant projects will be built except for the cogeneration project of thermal fixed power"; (5) Whether the raised investment project needs to comply with the approval, approval, filing and other procedures of the competent department and its performance; Whether the environmental impact assessment Reply of the competent department of ecological environment at the corresponding level is obtained in accordance with the requirements of the environmental impact assessment law, the catalogue of classified management of environmental impact assessment of construction projects and the catalogue of construction projects approved by the Ministry of ecology and environment; (6) Whether the raised investment project is a coal consumption project in the key areas of air pollution prevention and control. In accordance with Article 90 of the law on the prevention and control of air pollution, new, reconstructed and expanded coal projects in key areas for the prevention and control of air pollution shall be replaced by the same amount or reduction of coal. Whether the issuer fulfills the replacement requirements of equal or reduced coal quantity that should be fulfilled; (7) Whether the raised investment project is located in the high pollution fuel no combustion zone designated by the local urban people's governments according to the catalogue of high pollution fuels; if so, whether it plans to burn the corresponding types of high pollution fuels in the no combustion zone; (8) Whether the raised investment project needs to obtain the pollutant discharge permit, if so, whether it has been obtained, if not, please explain the current handling progress, whether there are legal obstacles to subsequent acquisition, and whether there is a violation of Article 33 of the regulations on the administration of pollutant discharge permits; (9) Whether the products produced by the raised investment project belong to the products with high pollution and high environmental risk specified in the comprehensive directory of environmental protection (2021 Edition); (10) The project involves specific links of environmental pollution, names and emissions of major pollutants; Whether the environmental protection measures taken by the raised investment project, the corresponding capital source and amount, the main treatment facilities and treatment capacity can match the pollution generated after the implementation of the raised investment project; (11) Whether the issuer has been subject to administrative punishment in the field of environmental protection in the past 36 months, whether it constitutes a major illegal act, or whether it has committed any illegal act that leads to serious environmental pollution and seriously damages the social and public interests. The recommendation institution and the applicant's lawyer shall check and express their opinions.
[description]
1、 Accurately describe the industry according to the actual business
The company's main products are divided into three categories: industrial aluminum profiles, industrial aluminum components and building aluminum profiles. Industrial aluminum components are processed by further finishing process on the basis of industrial aluminum profiles to form component level products.
All products of the company adopt extrusion process (the extrusion process is the first and most basic process link of the company's products), that is, the aluminum rod obtains aluminum extruded profiles with different sections and surfaces through the extrusion production process, and then the aluminum extruded profiles are oxidized, sprayed, insulated, wood grain, finishing and other processes according to the specific needs of customers, so as to finally form all kinds of aluminum profile products. Since its establishment, the company's main business has not changed.
According to the main raw materials and applied processing technology required for the production of the company's products, and in accordance with the industry classification guidelines for listed companies (revised in 2012) issued by the CSRC, the industry in which the company's business belongs to "nonferrous metal smelting and rolling processing industry (C32)"; According to the industrial classification of national economy (GB / t47542017) issued by the National Bureau of statistics, the company's business industry belongs to "aluminum rolling processing (c3252)" under the category of "non ferrous metal smelting and rolling processing industry (C32)". "Aluminum calendering" refers to the process of producing various aluminum materials through various processes and processes such as melting and casting, rolling or extrusion, surface treatment and so on. Aluminum can be divided into "aluminum rolled material" and "aluminum extruded material" according to different processing processes. Among them, "aluminum rolled material" generally refers to aluminum sector, aluminum strip and aluminum foil; "Aluminum extruded material" generally refers to aluminum profile, aluminum wire rod, aluminum pipe and other products.
There are many subdivided industries under the "non-ferrous metal smelting and rolling processing industry". The subdivided industries of the company's main business under the major industry classification of "non-ferrous metal smelting and rolling processing industry (C32)" are as follows (blue part in the figure below):
To sum up, the company's main business belongs to the subdivided industry - "aluminum profile industry" under the industry category of "non-ferrous metal smelting and rolling processing industry". Positioning to the subdivided industry can make investors more clearly identify the company's main business. In the public information disclosure, listed companies such as Guangdong Hoshion Aluminium Co.Ltd(002824) , Fujian Minfa Aluminium Co.Ltd(002578) , Jiangsu Asia-Pacific Light Alloy Technology Co.Ltd(002540) , Guangdong Haomei New Materials Co.Ltd(002988) and so on, which adopt aluminum extrusion production process, attribute their main business to the subdivided industry "aluminum profile industry" under the "non-ferrous metal smelting and rolling processing industry".
Therefore, in the application materials, the company also describes its own industry as "non-ferrous metal smelting and rolling processing industry" and "aluminum profile industry", which are the inclusive relationship between industry categories and specific sub industries, and there is no contradiction and inconsistency.
2、 Whether the raised investment project belongs to the eliminated and restricted industries in the Guiding Catalogue for industrial structure adjustment (2019 Edition), whether it belongs to backward production capacity, and whether it complies with the national industrial policy
The company's main business is the R & D, production and sales of industrial aluminum profiles, industrial aluminum components and architectural aluminum profiles. It is a high-tech enterprise with a complete industrial production system from raw material R & D, mold design and manufacturing, production and processing, surface treatment to finishing process.
According to the guidelines for Industry Classification of listed companies (revised in 2012) issued by the CSRC, the industry of the company belongs to "nonferrous metal smelting and rolling processing industry (C32)"; According to the industrial classification of national economy (GB / t47542017) issued by the National Bureau of statistics, the company's industry belongs to "aluminum rolling processing (c3252)" under the category of "non ferrous metal smelting and rolling processing industry (C32)". The specific industry of the company is divided into "aluminum profile industry". This industry does not belong to the category of national restriction and elimination, and is in line with relevant national industrial policies.
The total amount of funds raised by the company's non-public offering of shares does not exceed 780 million yuan. The net amount after deducting the issuance expenses will be used for the following items:
Unit: 10000 yuan
No. project name total project investment amount of raised funds
1 photovoltaic aluminum parts project with an annual output of 100000 tons 68786285480000
2. Supplementary working capital items 232 Shenzhen Universe (Group) Co.Ltd(000023) 20000
Total 91986287800000
According to the guidance catalogue for industrial structure adjustment (2019 version) and the relevant feasibility analysis report of this raised investment project, the product of this raised investment project "photovoltaic aluminum parts project with an annual output of 100000 tons" is the aluminum frame material of photovoltaic modules. The aluminum frame of photovoltaic modules has the functions of fixing and sealing Cecep Solar Energy Co.Ltd(000591) battery modules, enhancing the strength of modules, prolonging the service life and so on, Products within the catalogue of "aluminum alloy fasteners and precision fasteners" of "XIV. Machinery" belonging to "category I encouraged category" belong to the encouraged industries in the Guiding Catalogue for industrial structure adjustment (2019 version).
In addition, the "supplementary working capital project" in this raised investment project is to meet the working capital needs of the company in its daily operation, and does not involve specific construction projects.
To sum up, the project raised and invested by the company does not belong to the eliminated and restricted industries in the Guiding Catalogue for industrial structure adjustment (2019 Edition), and does not belong to backward production capacity, which is in line with the national industrial policy.
3、 Whether the investment and consumption of the project meet the requirements of energy conservation and whether the fixed assets of the project meet the requirements of energy conservation
(I) the raised investment project meets the requirements of dual control of energy consumption in the project location
The issuer's construction project in this raised investment project, "100000 tons of photovoltaic aluminum parts project", is implemented in Tianchang City, Chuzhou, Anhui Province. According to the notice on printing and distributing the implementation plan of energy conservation and emission reduction in the 13th five year plan issued by the people's Government of Anhui Province:
"We will implement the dual control action of total energy consumption and intensity, reform and improve the total emission reduction system of major pollutants, strengthen the management of binding indicators, improve the target responsibility decomposition mechanism, and implement the responsibility objectives of energy conservation and emission reduction in the 13th five year plan to all cities and relevant departments. All cities and relevant departments shall incorporate the energy conservation and emission reduction targets into the 13th five year plan and annual plan of their respective regions and departments, further decompose the tasks and refine the implementation. Accelerate the preparation of energy budget management plan, and gradually establish energy budget management system at provincial, municipal and county levels; Highlight the emission reduction of key projects, implement zoning, classification and differentiated management, and scientifically determine the emission reduction tasks;
We will strengthen the constraints of energy conservation and environmental protection standards, strictly enforce industry norms, access management and energy conservation review, and punish enterprises and production capacity that fail to meet environmental protection, energy consumption and safety standards or produce and use obsolete products in industries such as electric power, iron and steel, building materials, nonferrous metals, chemical industry, petroleum and petrochemical, shipbuilding, coal, printing and dyeing, papermaking, tanning, dyes, coking and electroplating, It should be disposed of or shut down in an orderly manner in accordance with the law and regulations. "
According to the notice on printing and distributing the implementation plan of energy conservation and emission reduction in the 13th five year plan of Chuzhou City issued by Chuzhou Municipal People's Government: "strictly implement the dual control system of total energy consumption and intensity, and further improve the total emission reduction system of major pollutants. In particular, all localities and relevant departments should incorporate the energy conservation and emission reduction targets into the local and departmental 13th five year plan and annual plan, Further decompose the tasks, refine the arrangements, strengthen measures and pay close attention to the implementation to ensure the completion of the energy conservation and emission reduction targets and tasks of the 13th five year plan (responsible units: Municipal Development and Reform Commission, Municipal Environmental Protection Bureau, Municipal Bureau of statistics, Municipal Commission of economy and information technology, municipal planning and Construction Commission, Municipal Transportation Bureau, Municipal Administration Bureau, county, city and District People's governments).
The main product of the "100000 ton photovoltaic aluminum parts project" of this raised investment project is the frame of photovoltaic modules. The products are applied to the new energy photovoltaic industry and do not belong to the key industries under the above supervision. The development and Reform Commission of Tianchang City issued the "situation statement": "the annual output of 100000 tons of photovoltaic aluminum components project" is a key industrial project of Tianchang City, with advanced energy efficiency level, and the project construction meets the requirements of dual control of energy consumption in Anhui Province.
To sum up, the "100000 t / a photovoltaic aluminum parts project" of this raised investment project meets the dual control requirements of energy consumption in the project location.
(II) whether the review opinions on energy conservation of fixed asset investment projects are obtained as required
According to the implementation measures for energy conservation review of fixed asset investment projects in Anhui Province (wfghzg [2017] No. 5), the annual comprehensive energy consumption is more than 5000 tons of standard coal (the reconstruction and expansion project is calculated according to the annual comprehensive energy consumption increment after completion and operation, and the power conversion coefficient is calculated according to the equivalent value, the same below) Anhui Provincial Development and Reform Commission is responsible for the energy conservation review of fixed asset investment projects. For other fixed asset investment projects, the power of energy conservation examination and management shall be decided by the municipal energy conservation examination organ on its own according to the actual situation. "
According to the energy saving report of the photovoltaic aluminum parts project with an annual output of 100000 tons of Anhui Xinbai photovoltaic materials Co., Ltd., the annual comprehensive energy consumption equivalent value of the project after reaching the production capacity is 449168 tons of standard coal. The development and Reform Commission of Tianchang City issued the development and reform plan of Tianchang City on December 20, 2021
