Lixin Certified Public Accountants (special general partnership)
Notes on the reply to the inquiry letter on the examination of Shanghai Newtouch Software Co.Ltd(688590) application documents for issuing convertible corporate bonds to unspecified objects
Xhshz [2022] No. za182 Shanghai Stock Exchange:
According to the requirements of the inquiry letter on the examination of the application documents for Shanghai Newtouch Software Co.Ltd(688590) issuing convertible corporate bonds to unspecified objects [szkss (refinancing) [2022] No. 33] (hereinafter referred to as the "inquiry letter") issued by your exchange on February 25, 2022, As the reporting accountant of Shanghai Newtouch Software Co.Ltd(688590) (hereinafter referred to as " Shanghai Newtouch Software Co.Ltd(688590) ", "issuer" and "company") for issuing convertible corporate bonds to unspecified objects, Lixin Certified Public Accountants (special general partnership) has carefully verified the relevant issues related to accountants in the inquiry letter. As of the date of issuance of this reply, the audit of the issuer's 2021 annual report is still in progress, The relevant financial data of September 30, 2021 / January to September 2021 quoted in this reply are unaudited. The specific reply is as follows:
Question 2. Calculation of financing scale and income
According to the application materials:
(1) The amount of funds raised by the issuer's convertible bonds is expected to be no more than RMB 5098104 million (including this amount), of which the distributed PAAS platform project plans to use the raised funds of RMB 3598104 million and supplement the working capital of RMB 150 million;
(2) The construction investment of the distributed platform project is 3598104 million yuan, mainly including the purchase cost of software and hardware equipment and office space; The project plans to allocate personnel in various positions;
(3) The internal rate of return after income tax of the project is 16.50%, and the investment payback period after income tax is 5.66 years (including the construction period), which has good economic benefits; This raised investment project is a new business, and the operating revenue forecast is mainly based on the contract quantity and average contract unit price of the company over the years, combined with the market situation and based on the principle of prudence.
Please explain to the issuer:
(1) The specific composition, calculation basis and calculation process of the investment amount of each sub project of the distributed platform project, and the rationality of the investment scale of this raised investment project by comparing the fixed assets and output value of comparable companies in the same industry;
(2) The specific process and basis for the calculation of the income of the raised investment project, and the specific calculation process of the internal rate of return after income tax of the project; Based on the contract quantity and average contract unit price of the company over the years, calculate the reason and rationality of this raised investment income, and the actual implementation of contracts over the years during the reporting period of the issuer; Specific ways to realize the benefits of distributed platform projects;
(3) The number, source and estimated average salary level of personnel to be allocated for the distributed platform project; Reasons why the expenses of relevant personnel are not included in the total investment of the raised investment project;
(4) The impact of relevant depreciation and amortization on the issuer's financial status and asset structure after the previous raised investment and the current raised investment project reach the expected serviceable state;
(5) The specific content and purpose of the software and hardware equipment purchased by the issuer, and further explain the fairness of the equipment purchase in combination with the market price of similar products;
(6) In combination with the issuer's existing capital situation, the specific amount of non capital expenditure in this raised investment project and the calculation of future working capital gap, further explain the rationality of the scale of supplementary working capital, and whether the proportion used to supplement working capital and repay debts exceeds 30% of the total amount of raised funds.
The reporting accountant is requested to verify the above matters and express clear opinions.
[issuer's reply]
(I) the specific composition, calculation basis and calculation process of the investment amount of each sub project of the distributed platform project, and the rationality of the investment scale of the raised investment project is explained by comparing the fixed assets and output value of comparable companies in the same industry.
1. The specific composition, calculation basis and calculation process of the investment amount of each sub project of the distributed platform project
The calculation of the investment amount of the raised investment project "distributed PAAS platform project" follows the principle of prudence. The total investment is expected to be RMB 4829794 million, which is mainly used for the purchase of office space, software and hardware equipment, development and testing costs, etc. the investment amount of the proposed raised funds is RMB 3423104 million. Among them, the specific composition, calculation basis and calculation process of the investment amount are as follows:
Unit: 10000 yuan
No. project investment constitutes the total investment amount, and the investment amount of raised funds to be used
1. Construction investment 38139903423104
1.1 office space purchase cost 15 Ping An Bank Co.Ltd(000001) 325000
1.2 site decoration fee 900.00 900.00
1.3 purchase cost of software and hardware equipment 19124801912480
1.4 installation cost 956.24
1.5 reserve fund 215886-
2. Development and test cost 630900-
3. Initial working capital 384904-
4 total 48297943423104
(1) Office space purchase cost and decoration cost
The project site is planned to be purchased and put into use after decoration. The purchase and decoration area of office space is 300000 square meters.
It is estimated that the total investment amount of office space purchase and decoration cost of the project is 159 million yuan, as shown in the following table:
No. project construction area purchase or decoration unit price investment amount
(M2) (10000 yuan / m2) (10000 yuan)
1. Office space purchase cost 300000 5.001500000
2. Site decoration cost 300000 0.30 900.00
Total 300000 - 1590000
The purchase price of office space is estimated with reference to the selling price of office space in similar locations and conditions. The site decoration fee is comprehensively determined according to the actual needs of the project, the company's previous office decoration experience and the charging standard of decoration industry in Shanghai.
(2) Purchase cost and installation cost of software and hardware equipment
The equipment input of the project mainly includes hardware equipment and software equipment. At the same time, according to the market situation and the company's experience, the installation and commissioning cost is estimated at 5% of the total price of the equipment, as follows:
No. number of project equipment amount of equipment installation and commissioning cost total investment amount (10000 yuan) (5%) (10000 yuan)
1 Hardware 6451192040 596.021251642
2 software 14457204.40 360.22756462
Total 20901912480 956.242008104
Among them, hardware equipment mainly includes all kinds of servers, storage equipment, PAAS service basic components, operation and maintenance service components, switches, information security equipment, network equipment and spare parts. The purchase quantity of hardware equipment is comprehensively determined according to the planned construction scale of this raised investment project, the company's historical experience and the number of personnel input. The unit price of various types of equipment comprehensively considers the quotation of suppliers in the open market and the purchase unit price of similar equipment in the company's history. It is proposed to invest 1192044 million yuan for hardware equipment. The details are as follows:
Unit: 10000 yuan
Sequence equipment category name quantity unit price amount
No. (set / set)
1 GPU server 86.00688000
2 server computing server 400 7.20288000
3 storage device storage server - Performance 20 25.80 516.00
4 storage device storage server - capacity 10 14.10 141.00
6.00 cloud server infrastructure
6 PAAS service basic cloud platform server 6 5.00 30.00 components
7 PAAS service foundation virtualization management server 4 5.00 20.00 components
8 o & M service component o & M system server 2 5.10 10.20
9 switch outlet switch 4 2.70 10.80
10 border switch 4 5.20 20.80
11 cloud core switch 4 53.60 214.40
12 switch access switch 36 5.20 187.20
13 switch equipment management convergence switch 4 3.20 12.80 machine
14 switch equipment management switch 30 0.66 19.80
15 information security equipment boundary firewall 4 30.80 123.20
16 information security equipment security management center isolation 4 5.50 22.00 firewall
17 anti DDoS cleaning detection of information security equipment
