Chuangxin Technology Co., Ltd. Stock Code: Xiangnong 475
And
Huaan Securities Co.Ltd(600909)
About Shannon Xinchuang Technology Co., Ltd
Reply to the examination and inquiry letter of applying for placing shares to the original shareholders
(Revised Version)
Sponsor (lead underwriter)
(No. 198, Swan Lake Road, new administrative and Cultural District, Hefei, Anhui Province)
April, 2002
Shenzhen Stock Exchange:
We have received the inquiry letter on the application of Shannon Xinchuang Technology Co., Ltd. for placing shares with the original shareholders (audit letter [2022] No. 020035) (hereinafter referred to as the "inquiry letter") issued by your office on February 18, 2022, The issuer, Shannon Xinchuang Technology Co., Ltd. (hereinafter referred to as "Shannon Xinchuang", "issuer" or "company"), together with Huaan Securities Co.Ltd(600909) (hereinafter referred to as " Huaan Securities Co.Ltd(600909) " or "sponsor"), Beijing global law firm (hereinafter referred to as "lawyer" or "issuer's lawyer") Zhongshen Zhonghuan Certified Public Accountants (special general partnership) (hereinafter referred to as "accountant" or "issuer accountant") and other intermediaries have implemented the questions raised in the inquiry letter one by one. The specific replies are as follows. Please review. explain:
1、 Unless otherwise specified, the abbreviations or terms in this reply have the same meanings as those in the allotment instructions. 2、 The font in this reply represents the following meanings:
The questions listed in the inquiry letter are in bold
Reply to the questions listed in the inquiry letter
Amendments to the answers to the questions listed in the inquiry letter,
Italics (BOLD)
Amendments to application documents such as share allotment instructions
3、 In this reply, if there is any difference in the mantissa between the sum of the total and the sub item values, it is caused by rounding.
catalogue
Question 1 4 question 2 57 question 3 73 question 4 95 question 5 106 question 6 109 question 7 123question 8 144 question 9 158 other questions one hundred and sixty-five
interpretation
Alibaba means alibaba.com com. Singapore e-commerce private limited, a joint venture Thai customer
Zhongba group refers to Zhongba Group Co., Ltd., a joint ChuangTai customer
Huaqin communication refers to Huaqin communication Hong Kong Co., Ltd. and its affiliated enterprises, and jointly create Thai customers
Ziguang storage refers to UNIC memory technology (Singapore) PTE. Ltd. and its affiliated enterprises, and the customers of United ChuangTai
Lixun refers to Jiangxi Lixun Intelligent Manufacturing Co., Ltd. and its affiliated enterprises, joint ChuangTai customers and suppliers
Baidu refers to Beijing Baidu Netcom Technology Co., Ltd. and its affiliated enterprises, and joint ChuangTai customers
Byte runout refers to byte dance PTE. Ltd., a customer of United ChuangTai
Hong Kong Hongda refers to Hong Kong Hongda Industrial Co., Ltd., a joint ChuangTai customer
Hong Kong Dejing refers to Hong Kong Dejing Foreign Trade Co., Ltd., a joint venture Thai customer
Yueqiang semiconductor refers to Yueqiang Semiconductor Technology Co., Ltd., a joint ChuangTai customer
Sk Hynix refers to sk Hynix Inc., including aiskai Hynix (Wuxi) semiconductor sales Co., Ltd. and its affiliated enterprises, and the supplier of United ChuangTai
MediaTek /MTK/MTK joint issue refers to China Taiwan joint Polytron Technologies Inc and its associated enterprises.
Zhaoyi innovation refers to Gigadevice Semiconductor (Beijing) Inc(603986) and its affiliated enterprises, and jointly create Thai suppliers / gigadevice / Gd suppliers
Lingchi cornerstone refers to Shenzhen lingchi cornerstone equity investment fund partnership (limited partnership)
Linkway cornerstone refers to Shenzhen linkway cornerstone equity investment fund partnership (limited partnership)
Hongwei cornerstone refers to Wuhu Hongwei cornerstone investment fund management partnership (limited partnership), which is the manager of Huaying fund
Huaying fund refers to Hongwei cornerstone Huaying private investment fund
The controlling shareholders refer to Lingtai cornerstone, Linghui cornerstone, lingchi cornerstone and Hongwei cornerstone (on behalf of "Huaying fund"), acting in concert with each other
Actual controller refers to Mr. Zhang Wei
Cornerstone capital refers to cornerstone Asset Management Co., Ltd., an asset management organization controlled by Mr. Zhang Wei
United ChuangTai refers to United ChuangTai Technology Co., Ltd., a wholly-owned subsidiary of the issuer
Shenzhen ChuangTai refers to United ChuangTai (Shenzhen) Electronics Co., Ltd., a wholly-owned subsidiary of United ChuangTai
Julong Jingrun refers to Shenzhen Julong Jingrun Technology Co., Ltd., a wholly-owned subsidiary of the issuer
Julong Jingtai refers to Shenzhen Julong Jingtai Technology Co., Ltd., formerly known as Shenzhen Julong Jingtai Private Equity Investment Management Co., Ltd., a wholly-owned subsidiary of the issuer
Ma'anshan Yufeng refers to Ma'anshan Yufeng equity investment partnership (limited partnership), a wholly-owned subsidiary of the issuer
Moore thread refers to Moore thread Intelligent Technology (Beijing) Co., Ltd
Yongsi electronics refers to YongSi Electronics (Ningbo) Co., Ltd
Haoda electronics refers to Wuxi Haoda Electronics Co., Ltd
Bi Ren technology refers to Shanghai Bi Ren Intelligent Technology Co., Ltd
Micro conducting nano refers to Jiangsu micro conducting nano technology Co., Ltd
Pingshi asset refers to Shenzhen Pingshi Asset Management Co., Ltd
Yansheng asset refers to Shenzhen Yansheng Asset Management Co., Ltd
Changlehui capital refers to Zhuhai Hengqin changlehui Capital Management Co., Ltd
Xinlianxin refers to Shenzhen xinlianxin Storage Technology Co., Ltd., a subsidiary of lianchuangtai holdings
Julong reducer refers to Ningguo Julong reducer Co., Ltd., a wholly-owned subsidiary of the issuer
Julong precision industry refers to Ningguo Julong Precision Machinery Co., Ltd., a wholly-owned subsidiary of the issuer
Julong Siasun Robot&Automation Co.Ltd(300024) refers to Anhui Julong Siasun Robot&Automation Co.Ltd(300024) reducer Co., Ltd., a wholly-owned subsidiary of the issuer
Julong stamping refers to Ningguo Julong metal stamping Co., Ltd., a holding subsidiary of the issuer
Julong Qifan refers to Anhui Julong Qifan precision transmission Co., Ltd., a holding subsidiary of the issuer
Question 1
According to the application materials, the issuer completed the major asset restructuring of United ChuangTai Technology Co., Ltd. (hereinafter referred to as "United ChuangTai") in July 2021. According to the pro forma consolidated financial statements, as of September 2021, the issuer's operating revenue was 8.754 billion yuan and the net profit attributable to the parent company was 273 million yuan, a large increase compared with the annual performance in 2020. The main reason is that United ChuangTai opened up new customers and the prosperity of the semiconductor industry increased in 2021 The market price of IC products has risen, and some electronic components are in short supply.
In addition, the issuer's main assets and liabilities increased significantly at the end of the most recent period.
The issuer is requested to supplement: (1) the specific conditions of the joint venture to develop new customers during the reporting period, including but not limited to the name of new customers, cooperation time, sales product name and transaction amount, customer acquisition method and cooperation period, credit policy, etc., and explain whether the sales price and credit policy are different from other customers. If so, please explain the reasons and rationality; (2) The concentration of the issuer's top five customers is high. Please explain whether the cooperation with major customers is stable, whether long-term cooperation agreements are signed, whether there is a risk that the contract will not be renewed when it expires, and the impact on future performance; (3) Combined with the changes of semiconductor market and the unit price of purchased products, quantitatively analyze the impact on the company's performance; (4) Combined with the changes of main assets and liabilities, explain whether there are major changes in the business model (procurement, sales, financing, etc.) of United ChuangTai after the reorganization. If so, explain the specific reasons and rationality of the change, whether it is consistent with comparable companies in the same industry, and whether the relevant business and accounting treatment are in compliance; Whether it matches the business development, whether there are relevant asset impairment, insufficient provision for bad debt reserves, continuous decline in solvency, etc., whether the issuer's internal control system is sound and effective, and whether it complies with the relevant provisions of item (IV) of Article 9 of the registration measures; (5) In combination with the main items corresponding to contract liabilities, including project name, contract counterparty, cooperation years, whether there is an association, business acquisition method, contract signing date, revenue recognition basis, time and amount, gross profit margin, explain whether there is an association, and whether the customer's credit policy is consistent with the issuer's history and comparable companies in the same industry. If not, further explain the reasons and rationality.
Relevant risks involved in supplementary disclosure (2) (3) of the issuer.
The sponsor and accountant shall be invited to check and give clear opinions, and the lawyer of the issuer shall be invited to check and give clear opinions on (2) (4).
[reply]
1、 Details of new customers developed by United ChuangTai during the reporting period, including but not limited to the names of new customers
Name, cooperation time, sales product name and transaction amount, customer acquisition method and cooperation period, credit policy, etc
And explain whether the sales price and credit policy are different from other customers. If so, please explain
Reason and rationality
United ChuangTai is mainly engaged in the distribution business of electronic components, as the authorized agent of many global well-known brands
Business management, which is subdivided in each major downstream in combination with the performance of the original products and the functional requirements of the end products of downstream customers
With in-depth development in the field and strong market development ability, its customer base covers cloud storage services, automotive electronics
Mobile communication and other advantages and emerging industries. United ChuangTai was in the early stage of development in 2017, and its business grew rapidly in 2018
Development, new core customers in the current period, such as Zhongba group (Tencent) and many other customers. United ChuangTai continues to consolidate its cooperation with the nuclear industry
Heart customers Alibaba, Zhongba group and Huaqin communication have a stable cooperative relationship, and actively explore new customers at the same time
During the reporting period, the details of the top five new customers of United ChuangTai are as follows:
(I) top five new customers in the reporting period
Whether the order customer establishes a new ranking and obtains customers during the main contract period
Product name as time adding customer method
No fixed term: effective from September 28, 2017, with an initial term of 1 year. Whether Ali developed the memory independently for 1 year in each period of the reporting period, and then automatically renewed it for one major customer every month, And may be terminated by either party by written notice at least 30 days before the expiration
The third largest in 2018
Zhongba customers; 2019
