Shanghai Stock Exchange document szkss (refinancing) [2022] No. 63
Application documents for Beijing Tianyishangjia New Material Corp.Ltd(688033) issuing shares to specific objects
Audit inquiry letter
Beijing Tianyishangjia New Material Corp.Ltd(688033) , Citic Securities Company Limited(600030) : in accordance with the securities law, the administrative measures for the registration of securities issuance of companies listed on the science and Innovation Board (for Trial Implementation), the rules for the examination and approval of securities issuance and listing of companies listed on the science and Innovation Board of Shanghai Stock exchange and other relevant laws and regulations, as well as the relevant provisions of the exchange, the examination and approval authority of the exchange has examined the application documents of Beijing Tianyishangjia New Material Corp.Ltd(688033) (hereinafter referred to as the issuer or company) for issuing shares to specific objects, And formed the first round of questions.
1. About the previous fund-raising project
According to the application documents: (1) the issuer was initially listed and raised in July 2019
The net capital was 8678129 million yuan. The issuer adjusted the original raised investment projects on August 14, 2020, September 24, 2021 and January 27, 2022 respectively, and the proportion of the total raised capital changed to use was 65.68%. As of November 30, 2021, the total raised capital used had been 2598694 million yuan; (2) “Smart transportation Digital Technology Industrial Park project” is a pre raised change project, with a proposed investment amount of 310 million yuan and an invested amount of 2490319 million yuan. The implementation location and main body are Jiangyou City, Sichuan Province and Mianyang Tianyi, a wholly-owned subsidiary; (3) “Carbon material product line automation and equipment upgrading project” is a pre raised change project, with a proposed investment amount of 290070100 yuan, and the implementation location is Jiangyou City, Sichuan Province; (4) The “project with an annual output of 300000 rail transit vehicle brake pads / brake shoes, 300000 sets of automobile brake pads and 4125000 sets of auto parts” (hereinafter referred to as the “project with an annual output of 300000 brake pads and brake shoes”) is a forward raised change project. The proposed investment amount is reduced from 260 million yuan to 146.45 million yuan, the amount of investment has been 108376 million yuan, and the implementation site is Wuqing plant area. However, by the end of 2019, there is no balance of projects under construction of the “Wuqing plant area construction” project.
The issuer is requested to explain: (1) in combination with the demand change of the downstream target market and the specific situation of the company’s technical, personnel, market and other reserves in entering new fields, explain the specific reasons and rationality of the change of the raised investment project, and the reasons why the previously raised amount is not directly used for the project raised funds; (2) The specific contents, calculation basis, capital investment direction and fairness of “intelligent transportation Digital Technology Industrial Park project” and “carbon material product production line automation and equipment upgrading project”, the matching relationship between the proposed land area, plant area, equipment quantity and new production capacity, the data details and calculation process of the benefit calculation of the above project, the sales volume, unit price The determination basis of key measurement indicators such as various costs and expenses, whether they are used in real estate development in a disguised form, and whether they belong to the field of investment in scientific and technological innovation; (3) The reasons and basis for the change of the project with an annual output of 300000 brake pads and brake shoes, the reasons for the difference between the proposed investment amount and the budget of the “Wuqing plant construction” project, and the matching relationship between the plant area, the number of equipment and the new production capacity, explain the benefit calculation process and basis of the project; (4) The use content, amount and proportion of the funds of the previous raised and invested projects up to now, the subsequent use plan and expected progress of the funds, the project construction progress and subsequent construction, indicating whether there is any delay in the project with an annual output of 300000 brake pads and shoes.
The reporting accountant shall check the above matters and give clear opinions, and issue a special report on the latest use progress of the previously raised funds.
2. About the fund-raising project
According to the application documents: (1) the issuer plans to use the raised funds of 131904 million yuan and 350016 million yuan to invest in the industrialization construction project of high-performance carbon ceramic actuator and the construction project of automatic intelligent weaving production line of carbon material products; (2) The above two projects are jointly implemented by Mianyang Tianyi and tianqizhihe, and Mianyang Tianyi and tianqiguangfeng. Tianqizhi and tianqiguangfeng lease the plant of Mianyang Tianyi for production line construction; (3) The construction investment amount of the above-mentioned projects is 1384992000 yuan and 367501700 yuan respectively, but the specific content of the construction investment is not explained; (4) Among the products of the fund-raising project, the carbon ceramic actuator sector and the preform of rocket engine throat lining are new products, and the preform related to the carbon heat field is non-new products.
The issuer is requested to explain: (1) the difference and connection between the previous raised investment project and this raised investment project, explain the urgency of the implementation of this raised investment project and the necessity and rationality of this financing when there is a large amount of unused funds raised in the previous time; (2) Whether the raised investment project involves new products. If new products are involved, please explain whether there are major uncertainties in the implementation of the raised investment project in combination with the conditions of technology, personnel, market, customers and orders. If new products are not involved, please explain whether the new capacity can be fully digested in combination with the signing of cooperation agreement, customer certification, market space and other factors; (3) The specific content, calculation basis, capital investment direction and fairness of each construction investment project, the matching relationship between the plant area and equipment quantity to be invested and the new production capacity, whether the relevant buildings formed are used in this raised investment project, whether they are used in real estate development in disguise, and whether they belong to the field of scientific and technological innovation; (4) The reasons for the joint implementation of the two entities in this raised investment project, the issuer’s management measures for the use of raised funds, the purpose of large initial working capital and whether it is used to pay plant rental fees.
The reporting accountant is requested to verify the above matters and express clear opinions.
3. Benefit calculation
The application documents did not calculate and analyze the benefits of the fund-raising project.
The issuer is requested to explain: (1) the data details and calculation process of benefit calculation, and the basis and rationality of key measurement indicators such as sales volume, unit price and various costs in benefit calculation; (2) Combined with the profit calculation of the raised investment project and the depreciation and amortization of long-term assets, explain the impact of the raised investment project on the company’s financial situation, asset structure and operating performance.
The reporting accountant is requested to verify the above matters and express clear opinions.
4. On replenishing working capital
According to the declaration documents: (1) as of September 30, 2021, the issuer’s monetary capital balance was 926239600 yuan, and the time deposit balance in other non current assets was 10 million yuan; (2) As of November 30, 2021, the over raised funds have not been used for permanent replenishment of working capital of 66 million yuan, and the over raised funds of 1562129 million yuan have been used for temporary replenishment of working capital; (3) The issuer intends to use 70 million yuan of the funds raised from unspecified objects to supplement the working capital. The issuer calculates the working capital gap according to the fixed proportion of the account balance of working capital in the income in the forecast period.
The issuer is requested to explain: (1) the rationality and necessity of refinancing when the issuer holds large monetary funds and idle raised funds; (2) The sufficiency of the calculation basis of supplementary working capital and the rationality of the calculation process, and analyze the necessity and rationality of supplementary working capital in combination with the daily operation needs, the balance and use arrangement of monetary capital, the comparison of the company’s asset structure and debt structure with comparable companies in the same industry; (3) Combined with the amount of non capital expenditure in the raised investment project, calculate the specific amount of the actual supplementary working capital in the raised investment project and its proportion in the total amount of the proposed raised capital, and whether it exceeds 30%.
The recommendation institution and the reporting accountant are requested to check and give clear opinions according to question 4 of the examination and answer of securities issuance and listing of listed companies on the science and innovation board.
5. On financial investment
According to the declaration documents: (1) as of September 30, 2021, the book value of the issuer’s long-term equity investment in 1C company and 1ct company is 205432 million yuan, and the amount of impairment provision is 2.3733 million yuan. The issuer believes that the equity investment in joint ventures is not a financial investment; (2) In October 2021, the issuer participated in the investment in the national space transfer fund and actually subscribed 50 million yuan. The issuer believes that this investment is not a financial investment.
The issuer is requested to explain: (1) the background and reasons of the issuer’s investment in the joint venture and the aerospace national transfer fund, the relationship between the issuer and the joint venture in the industrial chain, the investment in the joint venture and the aerospace national transfer fund is not defined as the basis for financial investment, and the specific situation of the issuer’s access to technology, raw materials and channels through relevant investment; (2) Whether the financial investment with a large amount is held at the end of the latest period, the amount of financial investment newly invested and proposed to be invested by the issuer within six months before the date of the resolution of the board of directors, and whether the relevant financial investment has been deducted from the total amount of the raised funds.
The recommendation institution and the reporting accountant are requested to check and give clear opinions according to question 5 of the examination and answer of securities issuance and listing of listed companies on the science and innovation board.
6. About operation
6.1 according to the application documents: (1) the issuer completed the equity acquisition and capital increase of Chengdu Ruihe in March 2021, and the goodwill increased by 126347 million yuan in the current period; (2) The issuer and the counterparty have agreed on the performance commitment of Chengdu Ruihe from 2021 to 2023 (; 3) the fair value of inventory in Chengdu Ruihe’s identifiable net assets has increased significantly compared with the book value. The issuer is requested to explain: (1) the formation process and reasons of goodwill for the acquisition of Chengdu Ruihe equity, the basis and rationality of the income method assessment assumptions, the recognition basis of the fair value of inventory on the purchase date and the reasons for the significant increase compared with the book value, and whether the judgment and relevant accounting treatment on the purchase date comply with the provisions of the accounting standards for business enterprises; (2) The specific contents of the above performance commitments, the performance completion in 2021 and the difference in the predicted performance in the evaluation report at the time of acquisition, whether it will affect the initial recognition amount of goodwill, the process and main parameters of goodwill impairment test, and explain the adequacy of the provision for goodwill impairment.
The reporting accountant is requested to verify the above matters and express clear opinions.
6.2 according to the application documents: (1) as of September 30, 2021, the amount of advance payment for engineering equipment included in other non current assets was 3206101 million yuan, a significant increase over the end of 2020. The sponsor paid attention to the large amount of advance payment for engineering equipment; (2) The amount of the issuer’s advance payment to the information industry electronics 11th design and Research Institute Science and Technology Engineering Co., Ltd. is 1292192 million yuan, including the advance project start-up capital, the output value list at the end of each month and the payment for the project progress.
Whether the prepayment of the project under construction and the corresponding settlement basis of the equipment under construction exist at the time of delivery.
The reporting accountant is requested to verify the above matters and express clear opinions.
7. About subsidiaries
According to the application documents: (1) during the reporting period, some of the issuer’s holding subsidiaries were held by natural persons, such as Tianli jiutao, Tianyou xinbridle, Chengdu Ruihe, etc., and transferred to the issuer after the acquisition of the company by senior executives, such as Jiangyou tianqixin (currently cancelled), etc., and some holding subsidiaries were withdrawn after the participation of natural persons, such as Tianli jiutao, Tianli Xintao, etc; (2) During the reporting period, the issuer transferred 10% equity of Tianyou xinbridle to Jiutai Zhihe, and the transfer price was 0 yuan; (3) The company transferred the 20% equity of tianyiwansai held by 1C company for 0 yuan.
The issuer is requested to explain: (1) the reasons and background of the above equity trading arrangements of the issuer, whether the minority shareholders constitute the related parties of the issuer, the decision-making procedures performed by the Issuer on relevant matters, the basic information of relevant personnel, the price of equity obtained by natural person shareholders and its fairness, and whether it should be recognized as equity incentive in essence; (2) Whether the pricing basis and reasons for the above 0 yuan transfer and transfer of equity have fulfilled the necessary audit, evaluation procedures and decision-making procedures, and whether the transaction price is fair.
The recommendation institution, the issuer’s lawyer and the reporting accountant are requested to verify the above matters and express clear opinions.
8. Other
8.1 according to the application documents, the issuer has formulated the production capacity transfer plan of Haidian production base, and plans to relocate all the production lines of the company’s powder metallurgy brake pads and synthetic brake pads / brake shoes to Fangshan production base and Wuqing production base. This work is expected to be completed in the second half of 2022, which is delayed from the completion of all the production capacity relocation disclosed in the IPO prospectus in June 2020.
The issuer is requested to explain: (1) the current production line and capacity of Haidian production base, the composition and corresponding amount of relevant assets, and in combination with the established relocation plan and actual implementation, whether the relevant assets can be used continuously, whether there is impairment, and whether the provision for impairment of long-term assets is sufficient; (2) In combination with the CRCC certification progress and the construction and operation of other production bases, explain whether the relocation of Haidian production base will be delayed and the impact of the relocation of Haidian production base on the issuer’s production and operation.
The reporting accountant is requested to verify the above matters and express clear opinions.
8.2 according to the application documents: Wang Zhiqiang, the independent director of the company, holds 30% equity of Jiangsu Huafu Rail Transit Technology Co., Ltd., which is engaged in the R & D and manufacturing of rail transit equipment parts and composite materials for rail transit.
Please explain whether the relevant directors meet the requirements of independence.
The recommendation institution and the lawyer of the issuer are requested to check the above matters and express clear opinions.
The issuer is requested to distinguish between “disclosure” and “explanation”. In addition to applying for exemption, the disclosure content should be added to the prospectus. The explanation content is the content of inquiry reply and need not be added to the prospectus; If the amendment of the prospectus and other application documents is involved, the updated place shall be indicated in bold in regular script, and the amendment description and difference comparison table shall be submitted together; The recommendation institution is requested to carefully check and check the contents of the issuer’s reply item by item, and write the general opinion that “the institution has checked the company’s reply in this reply material to confirm and ensure its authenticity, completeness and accuracy” after the issuer’s reply.
Shanghai Stock Exchange
April 2, 2002
Key words: refinancing inquiry of scientific innovation board
