8-2 accountant’s reply (II) (Zhejiang Fengli Intelligent Technology Co., Ltd.)

catalogue

1、 About history Page 1-9 II. Information disclosure quality Page 9 III. about operating income Page 9-23 IV. about distribution income Page 23-43 v. about operating costs Page 43-86 VI. about major suppliers Page 86-102 7. About gross profit margin Page 102140 VIII. About inventory Page 140152 IX. guarantee loss Page 152159 10. About capital flow Page 159173

(3) Explain Yongcheng Yufeng, Fenghong investment, Fengyi investment, Fengying investment, FengHao investment and Junyu investment

Shen Jiawen, a natural person partner and individual investor of the issuer, and the issuer’s main customers, suppliers and their main

Whether there is any related relationship and agency relationship among shareholders, actual controllers and relevant personnel of the issuing intermediary

Holding relationships or other interest arrangements;

(4) Explain the reason why the price of Junyu’s investment in the issuer is lower than that of the previous round and its rationality.

Ask the sponsor, the issuer’s lawyer and the reporting accountant to express their clear opinions. (audit inquiry question 1)

(1) The price, P / E ratio and overall valuation of previous external investors’ shares in the issuer shall be listed in a table

Value change, indicating the pricing basis and fairness

Price, P / E ratio, overall valuation change, pricing basis and fair value of the company invested by previous external investors

See the table below for the details of the:

No. basic information of time events, share price, overall valuation, pricing basis and fairness

P / E ratio [note]

The registered capital is 68

1. In 1995, fengliji was 10000 yuan; Wang Youli, – registered capital

In April, Wu Zhengming was set up in kind

Endowment

In 2014 and 2015, the company raised the loan price of 8.504 million yuan for the equity transfer of China Merchants Bank Co.Ltd(600036) , China Minsheng Banking Corp.Ltd(600016) , China Everbright Bank Company Limited Co.Ltd(601818) , China Everbright Bank Company Limited Co.Ltd(601818) of xinqiujing and Fengyi investment successively (for each guarantee, the company undertook a large amount of guarantee loss, and led Huang Weihong to charge the holding price of 3.61 yuan), The unaudited net profit of Zhengzhi company in 2015 shows that the post investment valuation of RMB 235717 million of Fengyi investment in 2016 is significantly lower than the deduction of non net profit. According to the transfer of equity transferred to Fengyi in February and January of 2015, corresponding to the net profit deducted in 2015, the P / E ratio corresponding to the transfer price of Fengyi investment is 6.35, which is relatively low. However, based on the company’s contribution of 6.35 at that time, it corresponds to the guaranteed loss in 2015 According to the performance of the company in 2015, the P / E ratio of net profit and the reasonable expectation of the company’s future performance, the equity transfer price determined in negotiation 65.14 is fair, and this equity transfer has been reviewed and approved by all shareholders of the company

The capital increase price of Yongcheng Yufeng. In 2016, the company’s operation has changed from the guaranteed debt crisis to 35 million yuan (the price per share has gradually recovered, the performance has improved, and the registered capital increased to 7.58 yuan in 2016). Corresponding to the year-on-year growth of the company’s performance in the first half of the year, the P / E of Yongcheng Yufeng in 2016 was 46.2 million yuan; The post IPO valuation rate of 350 million yuan was increased by Yongcheng Yuyuan in March and July when Fengyi investment transferred its equity in January 2016, which was increased on the basis of deduction in 2015. The overall valuation of the capital increase is based on the P / E ratio of the non net profit recognized by the equity investor Feng in currency, the achievement of the company’s performance in the half year of 2016 and the purchase of 14.81, which corresponds to the future profit expectation of 2015, and the P / E ratio of the fair net profit, And the capital increase was reviewed and approved by all shareholders of the company

In 2017, the registered capital of guoyujun was increased to Guoyu Junan and Taizhou venture capital, and the company’s operation in 2017 has completely changed from the guaranteed debt of 557333 million yuan in April and September; The capital increase prices were recovered from the financial crisis and continued to improve. Based on the new share capital of 2017 venture capital by Guoyu of 51.965 million yuan and the achievement of the performance in the first half of the year and the impact on the company’s future business

No. basic information of time events, share price, overall valuation, pricing basis and fairness

P / E ratio [note]

The capital increase is RMB 2.735 million yuan in Junan and Taizhou venture capital (the reasonable expectation of price performance per share, combined with the industry P / E ratio and the subscription of investment shares in currency are both RMB 9.81 yuan); The capital increase price is determined by Fengying after negotiation, which is fair, and the equity of Fenghong investment and Fenghong investment is reviewed and approved by all shareholders of the company

Wang Youli holds the transfer price as

RMB 153482100 and RMB 15063700

Fengying investment yuan equity transferred to Fengying 27615000 yuan (price per share)

Zi, Feng investment and 780167 grid are all 9.81 yuan).

The transfer price of the increased equity is based on the overall valuation of the company by the transfer of the 10000 yuan equity invested by the public bonus to Fengzi after the capital increase in September 2017 and the equity transfer, and the equity transfer is invested by the whole equity of the company; Huang Weihong’s overall post investment valuation should be reviewed and approved by all shareholders

Let it hold 547 million yuan, P / E

2.0335 million yuan, with a share ratio of 25.95

Right transferred to Fenghong investment

Fengli electric control will hold FengHao investment and Shen Jiawen’s

The transfer price of 198000 yuan shares invested by FengHao is based on the realization of the performance in 2018 and the reasonable expectation of the transfer of capital and Shen equity to FengHao in 2019 and 130.26 yuan in the future, combined with the industry P / E ratio, and participated in Jiawen stock investment in May and July RMB 132000 yuan (the price per share is the price of capital increase in September 2017, and the equity transfer of the company is RMB 987 yuan in cooperation with investors), which corresponds to the price of the transferred shares determined after the overall investor, and has the valuation of RMB 550 million after the fair to Shen Jiawen

The price earnings ratio is 20.51

Based on the achievement of the company’s performance in 2019 and the fact that the company has not yet invested in Fengli electronic control, the share transfer price of Junyu investment is 41.33 million yuan (the reasonable expectation of each performance, combined with the industry P / E ratio, and the price of 3839134 shares in 2020 is 10.77 yuan), Referring to the price of shares transferred by new shareholders in July 2019, the equity transferred from 10000 yuan in June was transferred to the corresponding overall post investment valuation grid. After negotiation with investors, it was determined that the investment transferred to Junyu was 60 million yuan, and the P / E ratio was the price of the shares, which was fair

nineteen point five nine

[note] P / E ratio = overall valuation / deduction of non net profit in the year before investment

To sum up, the price and P / E ratio of the company invested by external investors are fair and valued as a whole

The change is reasonable and the pricing basis is sufficient.

(2) Explain the resumes of Shen Jiawen, the natural person partner and individual investor in FengHao investment and Junyu investment

The resumes of Shen Jiawen, a natural person partner and individual investor in FengHao investment and Junyu investment are as follows:

Natural person partner / resume of shareholding platform

Name of investor

197609197806: student of Ningxi Guangming Middle School

197903199303: employee of Zhejiang Huangyan canned food factory

Zhou Min: executive director of Zhejiang Huangyan global air conditioning Engineering Co., Ltd. from June 1994 to now

FengHao investment manager

June 2019 – present: executive partner of FengHao investment

Su Fengge, 198609199007: student of Central South University

Natural person partner / resume of shareholding platform

Name of investor

199007200012: Product Engineer of China Nonferrous Metals Group

200101200612: Product Engineer of Jiangsu Yingqiu Group Co., Ltd. 200701201212: PM development team leader of micro gear precision machinery (Suzhou) Co., Ltd

January 2013 to December 2020: external technical consultant of the company’s powder metallurgy

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