Shanghai Stock Exchange document szkss (refinancing) [2022] No. 3
About Farasis Energy (Gan Zhou) Co.Ltd(688567) (Ganzhou) Co., Ltd
Application documents for issuing shares to specific objects
Second round audit inquiry letter
Farasis Energy (Gan Zhou) Co.Ltd(688567) (Ganzhou) Co., Ltd., Soochow Securities Co.Ltd(601555) :
In accordance with the securities law, the measures for the administration of securities issuance and registration of companies listed on the science and Innovation Board (for Trial Implementation), the rules for the examination and approval of securities issuance and listing of companies listed on the science and Innovation Board of Shanghai Stock Exchange and other relevant laws and regulations, as well as the relevant provisions of the exchange, The audit institution of the exchange reviewed the application documents of Farasis Energy (Gan Zhou) Co.Ltd(688567) (Ganzhou) Co., Ltd. (hereinafter referred to as the listed company or company) for issuing shares to specific objects, and formed the second round of questions.
1. About project investment
According to the reply to the first round of inquiry: (1) the issuer’s existing capacity is 5 GWH for Ganzhou plant and 8 GWH for Zhenjiang phase I, the capacity under construction is 8 GWH for Zhenjiang phase II and 8 GWH for Zhenjiang phase III, and the main capacity layout is Zhenjiang, Jiangsu; (2) The project is located in Wuhu, Anhui Province, with a planned capacity of 12 GWH; (3) The company’s production capacity arrangement is mainly based on the advantages of new energy vehicle industry cluster in Jiangsu, Anhui and surrounding areas and the raw material supply chain in Jiangxi and surrounding areas. The technical route planning and arrangement are consistent and follow the direction of ternary soft package technology route; (4) The raised investment project is a new production base, which increases the land use fee and engineering construction cost compared with the IPO raised investment project Zhenjiang phase III. The issuer is requested to explain: (1) whether the land use or planning arrangement of Zhenjiang plant has reached saturation and the reason why it has not invested in the expansion of Zhenjiang plant under the same technical route; (2) Industrial cluster advantages, raw material supply chain advantages and commercial rationality of investment in the new plant in Wuhu, Anhui Province; (3) The calculation process and basis of the 1.39 billion yuan construction and installation project of the project, and the reasons for the investment in municipal supporting facilities.
2. About capacity digestion
According to the reply to the first round of inquiry: (1) the company’s existing capacity is 13 GWH, the capacity under construction is 16 GWH, and the planned capacity of this raised investment is 12 GWH; (2) From January to September 2021, the company realized the sales volume of its main business of 2.16gwh; (3) The company’s on hand order volume is 13.19gwh (including the on hand order volume in the fourth quarter of 2021); (4) In the next five years, the potential demand plan predicted by the company according to the obtained formal customer fixed-point letter and customer supply cycle demand is about 262.74gwh, which are 24.68 GWH in 2022, 49.81 GWH in 2023, 65.77 GWH in 2024, 62.49 GWH in 2025 and 59.98 GWH in 2026 respectively.
Please explain to the issuer: (1) annual sales data and period distribution in 2021; (2) 13.19 customer distribution and agreed delivery time distribution of GWH on hand orders; (3) The fixed-point letter is binding on both parties. The company has obtained the fixed-point letter. Whether the corresponding vehicle enterprise sends the fixed-point letter to other battery enterprises; (4) Whether the historical sales data and development trend of the fixed-point letter corresponding to the vehicle enterprise or the corresponding platform / model match the predicted battery demand; (5) Combined with the company’s historical sales data, existing and under construction capacity arrangement, on-hand orders and estimated demand data and term distribution, analyze the rationality of the new 12 GWH capacity.
3. On financial investment
According to the reply to the first round of inquiry: (1) in March 2021, the issuer signed the share purchase agreement with Hubei yiketong and the companies controlling yiketong, and the company has paid a performance bond equivalent to US $30 million; (2) At present, the main products of ecotone are multimedia information digital entertainment system, SOC (system on chip) and operating system, which are quite different from the main products of the issuer. Ecotone is developing and integrating different system domains into one box unit, including cockpit, body, auxiliary autopilot, power battery and other fields; (3) Li Shufu, the actual controller of Geely Automobile, is the largest shareholder of ecotone. This investment expands the customer channels within Geely system through ecotone’s industrial chain, but the issuer did not specify whether it has obtained relevant orders through ecotone; (4) In combination with the foregoing, the issuer believes that the investment is an industrial investment for the purpose of obtaining technology and channels around the company’s main business, and is not defined as a financial investment.
Please explain to the issuer: (1) analyze whether it meets the requirements of “focusing on the upstream and downstream of the industrial chain” in combination with the current coordination between yiketong’s main products and the issuer; (2) Analyze whether the investment meets the “technology acquisition purpose” in combination with the R & D plan of the products being developed by ecotone, the current R & D stage, R & D results and the expected completion time; (3) Combined with the cooperation with Geely and whether relevant orders from Geely system have been obtained, explain whether it meets the “purpose of obtaining channel expansion”; (4) In combination with the above situation, it is analyzed whether it is prudent and reasonable not to identify ecotone as a financial investment.
The company is requested to distinguish between “disclosure” and “explanation”. In addition to applying for exemption, the disclosed content shall be added to the prospectus. The explanation content is the content of inquiry reply and does not need to be added to the prospectus; Where the amendment of the prospectus and other application documents is involved, the updated place shall be indicated in bold in regular script, and the amendment description and difference comparison table shall be submitted together; The recommendation institution is requested to carefully check and check the company’s reply item by item, and write the general opinion that “we have checked the company’s reply in this reply material to confirm and ensure its authenticity, completeness and accuracy” after the company’s reply.
Shanghai Stock Exchange
January 7, 2002
Key words: inquiry letter on refinancing of Kechuang board
Issued by Shanghai Stock Exchange science and Innovation Board listing Audit Center on January 7, 2022
