Implementation letter of feedback on issuance and registration
Audit letter [2022] No. 020069 Jiangsu Xiuqiang Glasswork Co.Ltd(300160) :
In accordance with the relevant provisions of the measures for the administration of securities issuance and registration of companies listed on the gem (for Trial Implementation) and the review rules for securities issuance and listing of companies listed on the gem of Shenzhen Stock Exchange, your company has entered the registration link of the CSRC. The feedback on the registration process of the CSRC is hereby forwarded to your company. Please implement it and submit a reply within five working days. The reply content must be disclosed in the form of temporary announcement. If the reply involves amending the prospectus, please indicate it in bold italics. If the feedback involves the exemption of information disclosure, please put forward it within one working day. After receiving the reply and updated application documents, the exchange shall submit them to the CSRC.
The reply of the issuer, the sponsor and the securities service institution is an integral part of the application documents for issuance and listing. The issuer, the sponsor and the securities service institution shall ensure that the reply is true, accurate and complete.
Appendix: feedback on registration of CSRC
Shenzhen Stock Exchange listing Examination Center
April 5, 2022
Appendix: feedback on registration of CSRC
About Jiangsu Xiuqiang Glasswork Co.Ltd(300160)
Notification letter of questions during the registration stage of gem Shenzhen Stock Exchange GEM Listing Audit Center:
Recently, our department reviewed the refinancing application documents of Jiangsu Xiuqiang Glasswork Co.Ltd(300160) . In accordance with Article 30 of the measures for the administration of securities issuance and registration of companies listed on the gem (for Trial Implementation) and other relevant provisions, we hereby send you the questions that need to be asked. It is suggested to send them in time and require the company to implement them in a standardized manner.
Attachment: Jiangsu Xiuqiang Glasswork Co.Ltd(300160)
Issuance supervision department
March 29, 2022
enclosure:
Jiangsu Xiuqiang Glasswork Co.Ltd(300160)
1. The issuer is requested to explain in detail the reasons and rationality of large losses in 2018 and large profits in 2019 due to the decline of operating revenue, and whether there is profit adjustment by using revenue recognition, asset impairment, etc. The recommendation institution and accountant are requested to give clear verification opinions.
2. The issuer’s board of directors has invested 5 million yuan in Zhongneng lithium battery six months before the resolution date, with a shareholding ratio of 2.1739%. Zhongneng lithium battery is an enterprise that provides customized solutions and products for lithium battery packs and energy storage systems. Please further explain whether the issuer has any subsequent investment arrangements for Zhongneng lithium battery in addition to the invested amount, whether it has not recognized the non financial investment and has not made any reduction, and whether it meets the relevant requirements of audit Q & A. The recommendation institution and accountant are requested to give clear verification opinions.
3. Xiuqiang Huishang, a wholly-owned subsidiary of the issuer, is mainly engaged in the publicity business of family style, family training, filial piety and other aspects of culture. The issuer promises to divest xiuqiang Huishang before December 31, 2022. Please further explain whether the business scope of xiuqiang Huishang meets the relevant policy requirements of the education industry, the subsequent processes to be performed and existing obstacles of the issuer’s divestiture of xiuqiang Huishang, and the reasons and rationality in the form of commitment divestiture. The recommendation institution and lawyer are requested to give clear verification opinions.
4. Xiamen HuaHuo, a subsidiary of the issuer, is mainly engaged in animation, early education and other businesses. According to the capital increase agreement between the issuer and Xiamen HuaHuo in 2016, when the net profit is lower than the commitment at the end of the commitment period, the issuer has the right to require sun Xiaoquan, the controlling shareholder and actual controller of Xiamen HuaHuo, to repurchase the shares held by the issuer at the principal of 20 million yuan and 10% compound investment rate of return. In March 2022, the issuer signed an equity transfer agreement with Xinxing investment and sun Koizumi. When sun Koizumi, the controlling shareholder of Xiamen HuaHuo, has the financial strength, he will pay the share redemption money to Xinxing investment, and then Xinxing investment will pay it to the issuer. The issuer is requested to explain in detail: (1) the achievement of Xiamen HuaHuo’s performance commitment, and whether the equity repurchase clause has been actually triggered according to the early capital increase agreement. If so, please further explain the trigger time and the time when it must be completed according to the requirements of the agreement, and explain whether there is any situation that the repurchase obligation is not fulfilled according to the requirements of the agreement, resulting in the loss of interests of the listed company; (2) In combination with the financial status of Xiamen HuaHuo assets and sun Xiaoquan’s repurchase ability, explain whether the issuer still has the actual value of Xiamen HuaHuo shares, whether the issuer sets the transfer price of RMB 1 on the grounds of full impairment of foreign investment, and whether it is reasonable and fair to choose the commercial rationality of signing the equity transfer agreement with three parties; (3) Whether the industrial and commercial change registration of the issuer’s relevant equity transfer is completed, whether the issuer does not take the time when the redemption payment is finally received as the basis and rationality of the equity transfer time point, and whether the equity transfer transaction is true. The recommendation institutions, accountants and lawyers are requested to give clear verification opinions.
