catalogue
1、 About ESOP platform Page 1-4 II. Revenue recognition and the largest customer Page 4-9 III. fairness of raw material purchase price Page 9-14 IV. financial information and operating conditions after the audit deadline Page 14-16
About Shenzhen meimeichuangyi Medical Technology Co., Ltd
Applying for IPO and listing on GEM
Notes on financial matters in the opinion implementation letter of the Audit Center
TJH [2022] No. 3-121
Shenzhen Stock Exchange:
We have received the letter on the implementation of the opinions of the audit center on the application of Shenzhen meimeichuangyi Medical Technology Co., Ltd. for initial public offering and listing on the gem (audit letter [2022] No. 010312, hereinafter referred to as the opinion implementation letter) transferred from Dongxing Securities Corporation Limited(601198) to you. We have carefully checked the financial matters of Shenzhen Meimei Chuangyi Medical Technology Co., Ltd. (hereinafter referred to as Meimei medical company or company) mentioned in the opinion implementation letter, and now report as follows.
1、 About ESOP platform
The application materials and the reply to the audit inquiry show that: (1) the three ESOP platforms of meichuang united, meichuang JINDA and meichuang Yintai hold 8.13%, 6.16% and 7.10% of the shares of the issuer respectively; (2) During the reporting period, Xiong Xiaojing and Xiong Xiaojie, close relatives of the actual controller, served as employees of the finance department and the Infrastructure Department of the issuer respectively. They indirectly held shares of the issuer by holding shares of meichuang JINDA and meichuang Yintai, which were not treated as share payment. The issuer is requested to: (1) further discuss the rationality of not confirming the shares corresponding to the shares of meichuang JINDA and meichuang Yintai held by Xiong Xiaojing and Xiong Xiaojie in combination with the answers to some questions on initial business (revised in 2020); (2) In accordance with the provisions of Article 22 of the questions and answers on the examination of initial public offering and listing of GEM stocks in Shenzhen Stock Exchange, improve the information disclosure of ESOP platform.
The sponsor and the reporting accountant are requested to express clear opinions. (question 4 of opinion implementation letter)
（1） In combination with the answers to some questions on initial business (revised in 2020), this paper further discusses the rationality of not confirming the corresponding shares of meichuang JINDA and meichuang Yintai held by Xiong Xiaojing and Xiong Xiaojie as share payment
Xiong Xiaojie and Xiong Xiaojing, the sisters of Xiong Xiaochuan, indirectly held shares of the company in 2017 by holding shares of Shenzhen meichuang JINDA investment partnership (limited partnership) (hereinafter referred to as meichuang JINDA) and Shenzhen meichuang Yintai industrial partnership (limited partnership) (hereinafter referred to as meichuang Yintai).
According to the provisions of the answers to some questions about initial business (revised in 2020), “During the reporting period, whether the accounting standards for Business Enterprises No. 11 – share based payment is applicable to the issuer’s new shares to employees (including shareholding platforms), customers, suppliers, etc., as well as the transfer of shares by major shareholders and their affiliates to employees (including shareholding platforms), customers, suppliers, etc 。 Generally, when there is sufficient evidence to support that the acquisition of relevant shares has nothing to do with the issuer’s access to its services, there is generally no need to treat it as share payment. “
Xiong Xiaojing and Xiong Xiaojie indirectly hold the shares of the company through their shares of meichuang JINDA and meichuang Yintai, which is mainly due to Xiong Xiaochuan’s care for their relatives and has nothing to do with the company’s access to their services. They are equity changes caused by non trading behavior, which is in line with the provisions of the answers to some questions on initial business (revised in 2020) and need not be treated as share based payment. Xiong Xiaojing and Xiong Xiaojie are not the equity incentive objects of the company, and Xiong Xiaojing and Xiong Xiaojie have not signed an equity incentive agreement with the company. Based on the above situation, the company does not recognize the corresponding shares of meichuang JINDA and meichuang Yintai held by Xiong Xiaojing and Xiong Xiaojie as share payment, which is reasonable.
（2） In accordance with the provisions of Article 22 of the questions and answers on the examination of initial public offering and listing of shares on the gem of Shenzhen Stock Exchange, improve the information disclosure of the employee stock ownership platform
In accordance with the provisions of Article 22 of Shenzhen Stock Exchange’s questions and answers on the examination of initial public offering and listing of gem shares, the company has improved the information disclosure of the ESOP platform in “Xi. Implementation of equity incentive and related arrangements formulated or implemented by the issuer” of “section V basic information of the issuer” of the prospectus “(III) relevant information of equity incentive”. The supplementary disclosure contents are as follows:
Share locked incentive period
The share lock-in period of Shenzhen meichuang united investment partnership (limited partnership) (hereinafter referred to as meichuang United), meichuang Yintai and meichuang JINDA, the company’s equity incentive platform, is 36 months from the date of listing of the company’s shares.
2. Share disposal of equity incentive personnel after resignation
When the equity incentive personnel rescind or terminate the labor contract with the company, the resigned personnel shall withdraw from the shares according to the equity incentive agreement signed.
In previous equity incentive agreements, the company has agreed on the circumstances and withdrawal price of employees withdrawing from meichuang united, meichuang JINDA and meichuang Yintai as follows:
Exit time point first equity incentive second equity incentive third equity incentive
1. Must quit: (1) due to resignation, dismissal, dismissal and resignation
Rescind or terminate the labor contract with the company for other reasons, and is not in the company
And his subordinate units; (2) 1. Violation of laws and regulations Must withdraw: (1) rescind the company’s articles of association or partnership agreement with the shareholding platform, damage the company or the partnership, and terminate the labor contract, which is not in the interests of the company and its enterprises; (3) A subordinate unit takes office due to his wrong behavior in performing his duties; (2) The interests of the company and the partnership suffer heavy losses due to the violation of the needs of Chinese employees; (4) No laws and regulations have been prosecuted or investigated, and the withdrawal of equity has reached the specified business indicators, profit performance, or responsibility to the company;
Being directly responsible for the decline of the operating performance of the incentive plan; (5) Loss of labor 2 Employees voluntarily apply for withdrawal;
Circumstances, capacity for civil conduct or death; (6) For criminal offenses 3 The employee is investigated for criminal responsibility for demotion, job transfer, retirement or crime; (7) Other major violations of labor capacity or civil capacity or the company’s rules and regulations; Death and other withdrawal of shares.
2. Employees voluntarily apply for withdrawal;
3. Other withdrawal shares of employees such as demotion, job transfer, retirement, etc
situation.
(1) From the date of industrial and commercial registration (1) withdraw within 12 months from the date of industrial and commercial registration, and the exit price (1) withdraw from the date of industrial and commercial registration, and the exit fund = the original share capital; Grid = original share price; (2) Exit within 12 months, exit (2) 12 months from the date of industrial and commercial registration, 12 prices from the date of industrial and commercial registration = original share price; To 1.1 of the IPO materials submitted by the company to the CSRC Exit within 24 months after listing (2) exit within days from the date of industrial and commercial registration. Exit capital = price before original equity investment materials = original equity investment price + 12 months to the company’s securities regulatory Fund + 5% annualized income (including all income such as dividends). When exiting, the value-added of net assets per share will submit IPO materials); (3) Employees need to quit × 50%； (3) If the employee withdraws from the industry and commerce, the withdrawal price = the original situation. If the employee retreats within 24 months from the date of registration of the company’s interests, the employee must first compensate for the loss of the original share, and the withdrawal price = the original share price × 10% dividend / year. And make up for the company’s losses before withdrawing according to the above collection price + net assets per share at the time of withdrawal.
Value added part × 100%。
2. Listing materials – the exit price is still in accordance with the above “exit before listing materials”, and the exit price is still in accordance with the above “exit before listing materials clock trading day”.
Exit of
(1) After the expiration of the lock-in period of the company’s shares held by the shareholding platform, if the shareholding platform is unified in (1) if the shareholding platform is unified in the overall reduction of shares in the secondary market, the overall reduction of shares in the secondary market, the reduction income, the reduction price is the market price, and the reduction income is calculated by each incentive object, and each incentive object is calculated by 3 Share the proportion of capital contribution of the listed shareholding platform; (2) If it is shared by individuals in the proportion of single capital, all parties shall withdraw from independence after undertaking relevant contributions, and the tax shall be refunded within the lock-in period (3 years from the date of successful listing); (2) The trading price of the company in the stock exchange shall be 50% of the secondary market price, and shall not be lower than the net asset price per share published in the latest issue of the certificate at the request of Party B after the company’s most successful listing; After the expiration of the lock-in period, withdraw from the lock-in period required by the CSRC, and the public price is the secondary market price. With the approval of the board of directors of the company, if it is an active withdrawal or other withdrawal, the withdrawal fund = original share capital + 10% annualized income (including dividends, etc.)
Exit time point first equity incentive second equity incentive third equity incentive
Income); If it is necessary to withdraw, the withdrawal fund = original share capital + 5% annualized income (including all income such as dividends); (3) If the employee must quit, if the employee has caused losses to the company’s interests, the employee must compensate and make up for the company’s losses before he can quit according to the above benefits.
（3） Verification procedures and opinions
1. Verification procedures
For the above matters, we have implemented the following main verification procedures:
(1) Obtain the roster of employees in each period of the company’s reporting period, confirm the employment of Xiong Xiaojing and Xiong Xiaojie in the company, interview Xiong Xiaochuan, the actual controller of the company, and confirm the background and reasons for Xiong Xiaojing and Xiong Xiaojie’s acquisition of shares;
(2) Obtain the equity incentive agreement signed between the company and employees for three times in the history of the company, check the contents of the agreement, and check the relevant arrangements for employee resignation and withdrawal; Obtain the property share transfer agreement signed when the employees of the historical shareholding platform quit; Refer to the relevant disclosure in the prospectus.
2. Verification opinions
After verification, we believe that:
(1) The company does not recognize the shares corresponding to the shares of meichuang JINDA and meichuang Yintai held by Xiong Xiaojing and Xiong Xiaojie as share based payment, which is reasonable;
(2) The company has fully disclosed the relevant information of the employee stock ownership plan in the prospectus in accordance with Article 22 of the questions and answers on the examination of initial public offering and listing of gem shares of Shenzhen Stock Exchange and the provisions of laws, regulations, rules and normative documents such as the key points of examination; The formulation and implementation of the company’s previous equity incentives are legal and compliant, and there is no case that damages the interests of the company.
2、 About revenue recognition and the largest customer
The application materials and the reply to the audit inquiry show that: (1) the issuer’s component products do not need complex installation and acceptance, and the revenue recognition time point is the bill of lading signed by the customer or obtained through customs declaration, while there is an acceptance agreement in the contract between the customer and the issuer; (2) In the issuer’s main business, the export income was 557236200 yuan, 705354700 yuan, 757282700 yuan and 434117500 yuan respectively, accounting for 95.94%, 95.25%, 85.48% and 85.71% of the main business income respectively, and the export income accounted for a relatively high proportion; (3) The issuer’s largest customer is registered in the United States and its production base is mainly in Singapore and Australia
