catalogue
1、 Related parties and related transactions Page 1-22 II. About operating revenue and customers Page 22-70 III. about operating costs and suppliers Page 70-110 IV. about gross profit margin 5. Period of expenses page 110125 Page 125142 VI. about share based payment Page 142147 VII. About accounts receivable and notes receivable / accounts receivable financing Page 147170 VIII. About inventory Page 170186 IX. about non current assets Page 186194 10. Collection and payment of company funds by personal card Page 194197 Xi. Verification of capital flow Page 197204
About Zhejiang Meishuo Electric Technology Co., Ltd
Application documents for IPO and listing on GEM
Notes on financial matters in the audit inquiry letter
TJH [2022] No. 426
Shenzhen Stock Exchange:
We have carefully checked the financial matters of Zhejiang Meishuo Electric Technology Co., Ltd. (hereinafter referred to as Meishuo technology or the company) mentioned in the examination and inquiry letter on the application documents for initial public offering and listing on the gem of Zhejiang Meishuo Electric Technology Co., Ltd. (examination and inquiry letter [2021] No. 011310, hereinafter referred to as the examination and inquiry letter), and issued a certificate Notes on financial matters in the examination and inquiry letter on the application documents of Zhejiang Meishuo Electric Technology Co., Ltd. for initial public offering and listing on the gem (TJH [2022] No. 64). As the company has supplemented the latest financial data, we have made additional verification for this purpose, which is reported as follows.
1、 Related parties and related transactions. The application materials show that: (1) the issuer's related party, landside health, is an enterprise in which Zhu Jincheng, the younger brother of Huang Zhengfang's spouse, holds shares and serves as the legal representative and chairman of the board. During the reporting period, the issuer sold fluid solenoid valve products to landside health, with sales amounts of 3.6814 million yuan, 6.5513 million yuan, 4.5283 million yuan and 3.3304 million yuan respectively. Zhu Jincheng also holds 20% equity of landside Electric Co., Ltd. and serves as its chairman and general manager. The company has several subsidiaries; (2) During the reporting period, the issuer purchased stamping parts from the related party Yueqing Xida stamping parts factory, with 902600 yuan, 899100 yuan and 1749500 yuan respectively; (3) In September 2020, the issuer appointed Shi Xin as deputy general manager and Secretary of the board of directors; (4) The related party Zhejiang Ronghe Automation Co., Ltd. (hereinafter referred to as Zhejiang Ronghe) is an enterprise once controlled by Shi Xin, which was cancelled in October 2020; During the reporting period, the issuer purchased equipment from Zhejiang Ronghe, and the purchase amounts from 2018 to 2020 were RMB 2193900, RMB 4254300 and RMB 2845800 respectively; (5) The related parties Yueqing Tuoli Trade Co., Ltd. (hereinafter referred to as Tuoli trade) and Yueqing Tuoying electric appliance business service department (general partnership) (hereinafter referred to as Tuoying electric appliance) are enterprises once controlled by Shi Xin, which have been cancelled in December 2019 and October 2, 2020 respectively; In 2019, the issuer paid 1.3862 million yuan through Tuoli trade; In 2019 and 2020, the issuer paid 2.1486 million yuan and 1.4725 million yuan through Tuoying electric appliance; (6) The relatives of the issuer's actual controller control several enterprises, and the main business is not disclosed. The issuer is requested to explain: (1) the background, reasons, necessity, business logic and pricing basis of the related party transactions occurred during the reporting period, compare the prices of similar products purchased and sold by the issuer to non related third parties, the market prices of comparable companies and third parties, as well as the prices between related parties and other trading parties, and analyze the fairness of the above related party transactions in detail; (2) Whether the issuer has disclosed related parties and related transactions in strict accordance with the company law, accounting standards for business enterprises and relevant provisions of the CSRC and the exchange, including related parties that have been cancelled or transferred during the reporting period, and whether there is any non related transaction; (3) Whether the business actually engaged by the company controlled or held by the issuer's joint actual controller and its relatives is the same or similar to the issuer's main business, whether there are overlapping customers and suppliers with the issuer, whether there are funds, between relevant related parties and their controlling shareholders, actual controllers, directors, supervisors, key personnel and the issuer, its directors, supervisors, key personnel, main customers, suppliers and other related parties Business dealings, related relationships or other interest arrangements; (4) The reasons for the cancellation of affiliated enterprises during the reporting period, the whereabouts of assets, businesses and personnel after the cancellation, whether there are violations of laws and regulations during the duration and the cancellation process, whether it affects the qualification of directors, supervisors and senior managers of the issuer, and whether there are disputes or potential disputes; (5) The reasons for the external transfer of related parties during the reporting period, the situation of the transferee, the fairness of the transfer price, and the capital and business transactions with the issuer and its related parties before and after the transfer; (6) During the reporting period, whether other related parties paid costs, benefits or other benefit arrangements for the issuer. The sponsor, the issuer's lawyer and the reporting accountant are requested to express clear opinions in accordance with the relevant provisions of "question 16, related party transactions" in the answers to some questions about initial business (revised in June 2020). (audit inquiry question 3)
（1） The background, reasons, necessity, business logic and pricing basis of the related party transactions occurred during the reporting period, compare the prices of similar products purchased and sold by the issuer to non related third parties, the market prices of comparable companies and third parties, as well as the prices between related parties and other trading parties, and analyze the fairness of the above related party transactions in detail
The related party transactions occurred during the reporting period of the company are as follows:
1. Purchase of goods and acceptance of labor services during the reporting period
Unit: 10000 yuan
Name of related party content of related party transactions 20212020 2019
Name of related party content of related party transactions 20212020 2019
Yueqing Xida stamping parts factory stamping parts - 174.95 89.91
Hangzhou Yiheng Technology Co., Ltd. equipment (visual inspection equipment) -- 1.89 and services
Wenzhou Yiheng Technology Co., Ltd. (visual inspection equipment) 21.11 6.96-
Equipment of Zhejiang Ronghe Automation Co., Ltd. - 284.58 425.43
Zhejiang LangShiDe healthy drinking water equipment Co., Ltd
(1) Yueqing Xida punching parts factory
Yueqing Xida stamping parts factory (hereinafter referred to as Xida stamping parts factory) is an enterprise in which Lin Jian, the brother-in-law of Huang Zhengfang's spouse, the joint actual controller of the company, holds 100% of the shares and serves as the legal representative. Its business scope is stamping parts manufacturing, processing and sales, which was cancelled on September 30, 2020.
Ningbo Tongda Electric Co., Ltd. is the main supplier of raw materials and stamping parts of Ningbo Tongxi Technology Co., Ltd., and Daixi Electronic Co., Ltd. is the main supplier of the above-mentioned materials, The related party Xida stamping parts is close to the company. In order to meet the temporary procurement demand, the company takes Xida stamping parts as one of the stamping parts suppliers.
The purchase price between the company and Xida stamping parts is mainly negotiated and priced based on factors such as purchase volume, production cost and material price. The price comparison of stamping parts purchased from Ningbo Beilun tongchengfei Machinery Co., Ltd., Ningbo Yinzhou Shida electronic components factory and Ningbo jieying Electric Appliance Technology Co., Ltd. and stamping parts purchased from Xida is as follows:
No. product name supplier name average unit price excluding tax (yuan / piece)
Ningbo Beilun tongchengfei Machinery Co., Ltd. 032841305010038 iron sector
Yueqing Xida stamping factory 0.3346
Ningbo Beilun tongchengfei Machinery Co., Ltd. 028282305010039 iron sector
Yueqing Xida stamping factory 0.2916
Ningbo Beilun tongchengfei Machinery Co., Ltd. 0.0194
Ningbo Yinzhou Shida electronic component factory 001963 Jiangsu Jingxue Insulation Technology Co.Ltd(301010) 50006 material belt
Ningbo jieying Electric Appliance Technology Co., Ltd. 0.0198
Yueqing Xida stamping factory 0.0209
Ningbo Beilun tongchengfei Machinery Co., Ltd. 001724 Suzhou Shijing Environmental Technology Co.Ltd(301030) 50001 material belt
Yueqing Xida stamping factory 0.0183
The price of raw materials purchased by the company from Xida stamping parts is slightly different from that of products of the same model purchased by other unrelated third parties, but the overall difference is very small, which belongs to a commercially reasonable range and the price is fair.
In conclusion, the company's purchase of stamping parts from Xida stamping parts is reasonable and the price is fair.
(2) Hangzhou Yiheng Technology Co., Ltd. and Wenzhou Yiheng Technology Co., Ltd
Hangzhou Yiheng Technology Co., Ltd. (hereinafter referred to as Hangzhou Yiheng) is an enterprise in which Shi Xin, deputy general manager and Secretary of the board of directors, held 30% of the shares and served as a supervisor during the reporting period. Wenzhou Yiheng Technology Co., Ltd. (hereinafter referred to as Wenzhou Yiheng) is an enterprise with 45% shares held by Hangzhou Yiheng.
The transaction between the company and Hangzhou Yiheng in 2019 is the technical confidentiality service fee generated by both parties in the process of cooperation. The products purchased by the company from Wenzhou Yiheng during the reporting period are mainly visual inspection systems, and the price is determined by both parties through negotiation. Wenzhou Yiheng is a subsidiary of Hangzhou Yiheng. Its registered address is located on the 17th floor of building 6, headquarters economic Park, No. 6688, Xuyang Road, Chengdong Street, Yueqing City, Zhejiang Province. It is closer to the company, which is convenient for Wenzhou Yiheng to provide equipment commissioning services for the company, Therefore, since 2020, the company has turned to Wenzhou Yiheng to purchase visual inspection system.
Since the products purchased by the company from Wenzhou Yiheng are the products improved by Wenzhou Yiheng on the basis of the original products according to the specific needs put forward by the company, they are not comparable with other similar products sold by Wenzhou Yiheng to third parties. During the reporting period, the company purchased other visual inspection systems from Fuzhou Bangbo Information Technology Co., Ltd. (hereinafter referred to as Fuzhou Bangbo). The price comparison between the company and Wenzhou Yiheng is as follows:
Serial number product name specific category supplier name unit price including tax (10000 yuan / set)
Yiheng visual inspection equipment system M08 Wenzhou Yiheng 1.601
Bambo industrial vision platform system v3 0 M08 Fuzhou Bangbo 1.65
Yiheng visual inspection equipment system M03 Wenzhou Yiheng 1.602
Bambo industrial vision platform system v3 0 M03 Fuzhou Bangbo 1.70
Yiheng visual inspection equipment system M14 Wenzhou Yiheng 1.253
Bambo industrial vision platform system v3 0 M14 Fuzhou Bangbo 1.30
After comparison, the price of visual inspection equipment purchased from Wenzhou Yiheng is the same as that purchased from other parties
