Stock abbreviation: Mingxin Automotive Leather Co.Ltd(605068) Stock Code: 605068 Mingxin Automotive Leather Co.Ltd(605068)
And
Reply of First Capital Securities Co.Ltd(002797) securities underwriting and recommendation Co., Ltd. to the letter on requesting preparation for the meeting of the issuance and Examination Committee for public issuance of convertible bonds by Mingxin Automotive Leather Co.Ltd(605068) new materials Co., Ltd
Sponsor (lead underwriter)
First Capital Securities Co.Ltd(002797) securities underwriting and recommendation Co., Ltd
(10th floor, Zhuo center, No. 6, wudinghou street, Xicheng District, Beijing)
January 2002
China Securities Regulatory Commission:
According to the requirements of the letter on making preparations for the Mingxin Automotive Leather Co.Ltd(605068) public offering of convertible bonds issuance and examination committee meeting (hereinafter referred to as the "notification letter") issued by your association, Mingxin Automotive Leather Co.Ltd(605068) (hereinafter referred to as " Mingxin Automotive Leather Co.Ltd(605068) ", "applicant", "issuer" or "company") has joined First Capital Securities Co.Ltd(002797) securities underwriting and recommendation Co., Ltd. (hereinafter referred to as "Yichuang investment bank" or "recommendation institution"), Shanghai jintiancheng law firm (hereinafter referred to as "issuer's lawyer" or "reporting lawyer") Tianjian Certified Public Accountants (special general partnership) (hereinafter referred to as the "issuer's accountant" or "reporting accountant") carefully checked, analyzed and explained the questions raised in the notification letter one by one, and provided a written reply according to the requirements of the notification letter of your association. The specific contents are as follows. (unless otherwise specified, the abbreviation in the reply to this notification letter is the same as the prospectus for Mingxin Automotive Leather Co.Ltd(605068) public issuance of convertible corporate bonds Abbreviations in have the same meaning; For the data quoted in the reply to this letter, if there is a difference between the sum of the total number and the number of sub items, or there is a difference between the mantissa after the decimal point and the original data, it is formed by different exact digits or rounding)
catalogue
1. About the previous raised investment project 32. About this raised investment project 143. About inventory 364. About raw material procurement fifty-two
1. About the previous raised investment project. In April 2021, the applicant extended the date when the "annual output of 500000 high-grade chrome free tanned cow leather auto leather industry 4.0 construction project" reached the expected serviceable state from April 2021 to December 2022; In September 2021, the implementation subject of the project was changed from Liaoning Fuxin, a wholly-owned subsidiary of the company, to Xuteng technology, a wholly-owned subsidiary of the company. The implementation location was correspondingly changed from Fuxin Leather Industry Development Zone in Liaoning Province to Xinyi Economic Development Zone in Jiangsu Province (the land for the project at the new location has not been subject to bidding, auction and listing), and 87.55 million yuan has been invested before the change; At the same time, the raised capital account is added according to the change of the project, and the time when the project is expected to reach the expected usable state is postponed to December 2023. The "cleaning and intelligent improvement and transformation project with an annual output of 1.1 million pieces of cow leather" has reached the scheduled serviceable state. The date is December 2021. As of June 2021, the actual investment amount of the project is 70.0879 million yuan, the use progress of the raised funds is 32.08%, and the benefit is 25.8605 million yuan.
The applicant is requested to explain: (1) the rationality of twice delaying and changing the implementation subject and location of the "4.0 construction project with an annual output of 500000 high-grade chrome free tanned cow leather auto leather industry", whether there are defects in the feasibility demonstration of the raised investment project, and whether there are similar situations in the demonstration of the raised investment project; (2) The main nodes and current status of the construction project of Liaoning Fuxin Institute, whether the relevant assets formed by the invested funds have been impaired, whether they have been fully accrued, and whether they constitute an obstacle to this issuance. (3) If the pre raised project cannot be promoted as scheduled due to environmental protection, land and other reasons, whether there are alternative arrangements, if so, please explain in detail; (4) Increase the account of raised funds and whether the raised funds have been misappropriated. (5) Whether the cumulative capacity utilization rate and actual income matching degree of the "clean and intelligent improvement and transformation project with an annual output of 1.1 million cow hide automobile leather" meet the expectations. The recommendation institution and the reporting accountant shall explain the verification basis and process, and express clear verification opinions.
1、 The rationality of twice delaying and changing the implementation subject and location of the "4.0 construction project with an annual output of 500000 high-grade chrome free tanned cow leather auto leather industry", whether there are defects in the feasibility demonstration of the raised investment project, and whether there are similar situations in the demonstration of the raised investment project
(I) it is reasonable to postpone twice and change the implementation subject and location of the "4.0 construction project of high-grade chrome free tanned cow leather industry with an annual output of 500000 sheets"
1. First extension
In 2020, the epidemic of covid-19 pneumonia broke out and lasted for a long time. There was a certain lag in the construction progress of the plant, the procurement of production equipment and the installation and commissioning. Therefore, the company extended the date when the project reached the expected usable state from April 2021 to December 2022 in April 2021.
2. The second extension and change of implementation subject and location
Before changing the implementation subject and location, the raised investment project was implemented by Liaoning Fuxin, a subsidiary of the issuer, in Fuxin Leather Industry Development Zone, Liaoning Province. The wastewater generated by the project is discharged into the sewage treatment company of Fuxin leather industry development zone for centralized treatment after pretreatment by the company's sewage treatment station. The sewage treatment capacity of the existing sewage treatment plant in the development zone is limited. At the same time, the construction plan of the new sewage treatment plant in the development zone is slow, and it is expected that it will not be able to meet the normal sewage discharge demand after the completion and expansion of the "4.0 construction project of high-grade chrome free leather automobile leather industry with an annual output of 500000 sheets". At present, the company has no land reserve in the park, so the company can not solve the sewage discharge demand by building its own sewage treatment plant.
At the same time, Mingxin Automotive Leather Co.Ltd(605068) subsidiary's self funded investment project "Mingxin mennoca (Jiangsu) new material Co., Ltd. annual output of 2 million square meters all water-based Dingdao super fiber new material intelligent manufacturing project" has been successfully put into operation in Xinyi Economic Development Zone, Jiangsu Province, and the implementation of the project is progressing well.
Xinyi City, Jiangsu Province is located in the center of Huaihai economic zone. The local water, electricity, transportation and other infrastructure facilities are perfect. It has good conditions in terms of logistics, talents and industrial policies, which is conducive to the implementation of the "4.0 construction project for the annual output of 500000 high-grade chrome free tanned cow leather automobile leather industry". In order to make the raised investment projects more in line with the requirements of the company's long-term development strategy, solve the needs of sewage treatment and other projects, strengthen the company's competitive advantage, enhance synergy, reduce transportation costs and strengthen the introduction of talents, after comparison and comprehensive consideration, The company decided to change the original implementation location of the project from Fuxin Leather Industry Development Zone in Liaoning Province to Xinyi Economic Development Zone in Jiangsu Province. Meanwhile, in order to facilitate the promotion and implementation of the project, Mingxin Automotive Leather Co.Ltd(605068) will take Xuteng technology, a wholly-owned subsidiary established in Xinyi City, as the implementation subject of the project, and add a raised capital account according to the changes of the project.
Due to the change of the implementation location of the raised investment project, the company expects that the date when the project reaches the expected usable state will be postponed to December 2023.
In conclusion, it is reasonable to postpone and change the implementation subject and location of the "4.0 construction project with an annual output of 500000 high-grade chrome free tanned cow leather auto leather industry".
(II) there are no defects in the feasibility demonstration of the raised investment project
The project was postponed twice and the implementation subject and location were changed, mainly due to the impact of covid-19 epidemic and the slow progress of the construction plan of the new sewage plant in Fuxin Leather Industry Development Zone invested by the local government.
The cowhide auto leather market environment involved in the raised investment project and the company's own business have not undergone significant adverse changes. During the reporting period, the company's Cowhide auto leather production capacity was basically saturated and the capacity utilization rate was high. The issuer needs to use the project to expand the cowhide auto leather production capacity to meet the business demand. The project will continue to be promoted after changing the implementation subject and location.
The company's adjustment to this raised investment project is a procedural compliance, prudent and timely decision made by the company according to the objective conditions encountered in the process of project construction. It will not change the basic implementation scheme of the original raised investment project, change the purpose of the raised funds in a disguised form, have a substantive impact on the implementation of the raised investment project, and will not affect the company's operation The financial situation has an adverse impact, and there is no situation that damages the interests of the company and shareholders, especially minority shareholders.
To sum up, there are no defects in the feasibility demonstration of the raised investment project.
(III) there is no similar situation in the demonstration of the raised investment project
There is no similar situation in the demonstration of the raised project "intelligent manufacturing project of all water-based Dingdao super fiber new materials with an annual output of 8 million square meters".
The production sewage of Jiangsu mennoca, the implementation subject of the raised investment project, will be connected to the sewage treatment plant of Xinyi economic development zone through the municipal sewage interception pipe network for further treatment after being treated by the sewage treatment equipment invested by the government in the park. According to the EIA reply obtained by Jiangsu mennoca, the wastewater volume of the raised investment project is about 660000 T / A, the wastewater volume of the original super fiber project of Jiangsu mennoca is about 280000 T / A, and the total wastewater volume of Jiangsu mennoca after the raised investment project is completed is about 950000 T / a. The daily wastewater treatment capacity of the sewage treatment equipment in the park is 8000 tons / day. Assuming that the annual treatment day is 300 days, the annual treatment capacity is 2.4 million tons / year, which is much higher than the wastewater discharge of Jiangsu Menorca. Therefore, there is no similar situation in this raised investment project.
The impact of covid-19 epidemic on the project is detailed in "IV. which countries or regions are the main types of equipment to be introduced for the project? Specific measures to ensure that the above equipment can be introduced on schedule when the Sino US trade friction and the development of global epidemic are not clear. If it can not be introduced smoothly, are there alternative measures? If so, please explain in detail" 。
2、 The main nodes and current status of the construction project of Liaoning Fuxin Institute, whether the relevant assets formed by the invested funds have been impaired, whether they have been fully accrued, and whether they constitute an obstacle to this issuance
The original planned construction period of the project is 36 months, and the main progress nodes during the construction period are shown in the table below:
Time (season)
1-2 3 4-8 9 10 11 12 project progress
engineering design
Procurement and installation of civil construction equipment
Production preparation
Equipment commissioning and joint commissioning
Trial production
The total investment of the raised investment project is 398 million yuan. As of September 14, 2021, the date of the resolution of the board of directors on the adjustment of the project, 89.0264 million yuan of raised funds (excluding bank handling fees) have been invested. So far, there is no new investment of raised funds in the project. In order to ensure the subsequent smooth implementation of the project, the company has returned the relevant raised funds invested in the early stage with its own funds on November 25, 2021.
The raised funds invested in the project are mainly used for construction engineering and equipment purchase and installation. The details are as follows:
Unit: 10000 yuan
Sn item amount invested amount
1. Construction investment
1.1 construction cost 9042.96 3693.56
1.2 equipment purchase and installation cost 18763.54 5209.09
2. Reserve fund and other expenses 3993.50 0.00
3. Initial working capital 8000.00 0.00
The total investment of the project is 39800.00 8902.64
The details of the raised funds invested are as follows:
Category asset Name: status of invested raised funds
Amount (10000 yuan)
The expanded workshop of construction 1# workshop (water yard workshop) has reached the expected usable state, and the expanded workshop of Engineering 2# workshop (finishing workshop) 470.45 has obtained the house property certificate and has been used for construction
Category asset Name: status of invested raised funds
Amount (10000 yuan)
Production and turnover warehouse of Ningfu new original production line
It has reached the predetermined usable state, smear / film loading workshop and finished product warehouse
