About Wuxi Autowell Technology Co.Ltd(688516)
Application documents for issuing shares to specific objects
Review the reply to the inquiry letter
Sponsor (lead underwriter)
(floor 22-25, block B, Ping An financial center, No. 5023, Yitian Road, Futian street, Futian District, Shenzhen) April 2002
Shanghai Stock Exchange:
We have received the inquiry letter on the examination of Wuxi Autowell Technology Co.Ltd(688516) the application documents for issuing shares to specific objects (szkss (refinancing) [2021] No. 102) (hereinafter referred to as the "inquiry letter") issued by your exchange on November 17, 2021 Wuxi Autowell Technology Co.Ltd(688516) (hereinafter referred to as " Wuxi Autowell Technology Co.Ltd(688516) ", "issuer", "company") and Ping An Securities Co., Ltd. (hereinafter referred to as "sponsor"), Guohao law firm (Shanghai) (hereinafter referred to as "issuer's lawyer"), Lixin Zhonglian Certified Public Accountants (special general partnership) (hereinafter referred to as "reporting accountant") and other relevant parties have checked the questions listed in the inquiry letter item by item, and now their replies are as follows, Please review.
Unless otherwise specified, the abbreviation used in this reply has the same meaning as that in the prospectus for offering A-Shares to specific objects in Wuxi Autowell Technology Co.Ltd(688516) 2021 (hereinafter referred to as the "prospectus"). If the total value is inconsistent with the mantissa of the sum of the itemized values, it is caused by rounding.
Font interpretation
Questions listed in the inquiry letter in bold
Song typeface (not bold) reply to the inquiry letter and verification opinions of the intermediary
Italics (BOLD) modification of the previous reply to this inquiry letter and
Amendments and supplements to the disclosure of the prospectus
catalogue
Question 1: about the release plan 3 question 2: About raised investment projects 4 question 3: about the financing scale Question 4: about the funds raised last time Question 5: about financial investment Question 6: about the operation of the issuer Question 7: on other matters 100 attachment: general opinions of the sponsor one hundred and four
Question 1: about the issuance plan
According to the application materials and public information, Ge Zhiyong controls 28.20% of the equity of the company and Li Wen controls 19.20% of the equity of the company. They signed the agreement on persons acting in concert to form joint control of the company. The agreement is valid for 36 months after the initial listing of the company.
The company plans to issue shares to ge Zhiyong to raise 550 million yuan. According to the calculation of the upper limit of the number of shares issued, the control proportion of Ge Zhiyong will increase to 33.47% and that of Li Wen will decrease to 17.80%. Ge Zhiyong's subscription funds come from self raised funds or self owned funds such as loans. At present, he has signed a loan cooperation intention agreement of no more than 550 million yuan with the lender.
The issuer is requested to supplement: (1) whether Ge Zhiyong has the specific capital source for this subscription and whether he has the financial strength to subscribe for the shares issued this time; The signing of the loan cooperation intention agreement, the loan amount, interest rate, term, guarantee, repayment arrangement, fund source, dispute resolution mechanism and other main agreed contents, whether the agreement has legal effect, and further demonstrate whether Ge Zhiyong has the risk of failing to raise enough funds in the future; (2) The main information of the fund lender, whether there is any relationship with Ge Zhiyong or other loan and joint investment relationship, and explain the reason and rationality of lending large amount of funds to ge Zhiyong in combination with the main contents of the agreement between the two parties; Both parties and their related parties shall discuss whether there are other interest arrangements other than the loan agreement in this issuance, and fully discuss the compliance and rationality of Ge Zhiyong's subscription of shares in this issuance with loans; (3) Combined with Ge Zhiyong's debt situation and the large amount of borrowing required for this subscription, fully analyze the impact of the actual controller's large amount of debt on the issuer's control and operating stability, and whether there are potential risks; (4) The background and reasons why Li Wen, the joint actual controller of the company, did not participate in the subscription, and explain the impact on the stability of the issuer's control right in combination with Ge Zhiyong's shareholding ratio after the issuance and the validity period of the concerted action agreement; (5) In combination with the measures for the administration of the acquisition of listed companies, explain whether the relevant procedures have been implemented for the issuance and whether the locking period of the shares controlled by the actual controller of the company meets the provisions; (6) Specify the basis, calculation process and fairness of the pricing of the shares issued to the actual controller.
The issuer is requested to provide the loan cooperation intention agreement and other relevant agreements as annexes for future reference.
The lawyer of the issuer is requested to check and express clear opinions.
reply:
Financial strength; The signing of the loan cooperation intention agreement, the loan amount, interest rate, term, guarantee, repayment arrangement, fund source, dispute resolution mechanism and other main agreed contents, whether the agreement has legal effect, and further demonstrate whether Ge Zhiyong has the risk of failing to raise enough funds in the future, resulting in the failure of this offering (I) the specific fund source Ge Zhiyong uses for this subscription, Whether it has the financial strength to subscribe for the shares issued this time
1. Ge Zhiyong's own working capital is limited, and the specific capital source of this subscription is loan
Ge Zhiyong founded the company with Li Wen in 2010. The main assets formed during his many years of entrepreneurship are the company's equity. The salary and dividends he received from the company through shareholding and employment have been mainly used for reinvestment, donation and transfer of the company's equity. Therefore, his current self owned working capital is relatively limited, which is far from enough to meet the capital needs of this subscription. Therefore, Ge Zhiyong's capital source for this subscription is loan.
2. Ge Zhiyong has strong fund-raising ability and has signed a binding loan intention agreement (1) ge Zhiyong has strong fund-raising ability, mainly because he holds company shares with high market value and good quality
A. As of the date of issuance of the reply to this audit inquiry letter, Ge Zhiyong directly held 21102450 shares of the company. According to the closing prices of the first 20 trading days, the first 60 trading days and the first 120 trading days on April 15, 2022, the market value of Ge Zhiyong's shares was 4.449 billion yuan, 4.259 billion yuan and 4.562 billion yuan respectively.
B. In recent years, the photovoltaic industry, the company's main downstream industry, has been in an overall growth trend. With strong cost performance advantages, China's photovoltaic equipment has shown strong competitiveness in the global market. In 2020, the scale of China's photovoltaic equipment industry increased significantly by 40% year-on-year, with a total scale of more than 28 billion yuan, which has great development space. At the same time, the company is in good operating condition. The main operating data during the reporting period are as follows:
Project from January to March 20222021 20202019
Amount of newly signed orders (RMB 1.440 billion, RMB 42.81 billion, RMB 26.67 million, RMB 15.91 million)
Yuan (including VAT)
Income (10000 yuan) 624916320467275114387317542021
Net profit (10000 yuan) 101478736736751553290727624
The company has sufficient orders. From January to March 2022, newly signed orders amounted to 1.44 billion yuan (including value-added tax), with a year-on-year increase of 84.62%; As of March 31, 2022, the company's orders on hand were 4.894 billion yuan (including value-added tax), a year-on-year increase of 77.00%.
(2) Ge Zhiyong has signed a binding loan cooperation intention agreement with the capital lender, which has corresponding capital strength
Ge Zhiyong has signed the loan cooperation intention agreement and the supplementary agreement to the loan cooperation intention agreement (hereinafter collectively referred to as the "loan cooperation intention agreement" and its supplementary agreement ") with the lenders Zhang Hong and Wang Huaiqian, which are legally binding. The above lenders provided asset certificates such as deposits, private securities investment funds or financial products with a total of more than 550 million yuan twice in September and December 2021 respectively, and according to the confirmation of the lender, these funds came from their own funds, as shown in the following table:
Basic information of natural persons and sources of funds
Hangzhou First Applied Material Co.Ltd(603806) ( Hangzhou First Applied Material Co.Ltd(603806) ) controlling shareholder Hangzhou Hangzhou First Applied Material Co.Ltd(603806) technology comes from operation and investment accumulation, including investment in industrial projects operated by Lin Jianhua, the shareholder of Zhanghong Group Co., Ltd., the actual controller, and the spouses of Tier-1 and tier-2 cities (see "1-1-2" for main information)
Shenzhen Shiji Zhiyuan Private Equity Fund Management Co., Ltd
Wang Huai's former controlling shareholder and actual controller (see this question for main information) are derived from his operating income
Reply to question "1-1-2")
In conclusion, compared with the subscription funds, Ge Zhiyong has large-scale and good quality assets and strong fund-raising ability, and has signed a binding loan cooperation intention agreement with the capital lender to clarify the source of subscription funds. Therefore, Ge Zhiyong has the financial strength to subscribe for the shares issued this time.
(II) the signing of the loan cooperation intention agreement, the loan amount, interest rate, term, guarantee, repayment arrangement, capital source, dispute resolution mechanism and other main agreed contents, and whether the agreement has legal effect. On September 24, 2021, Zhang Hong, Wang Huaiqian and Ge Zhiyong signed the loan cooperation intention agreement. On November 25, 2021, Zhang Hong, Wang Huaiqian and Ge Zhiyong signed the supplementary agreement, The main contents of the foregoing Agreement are as follows:
Contents of the agreement
The loan amount shall not exceed RMB 550 million and shall not be less than the subscription capital required for the registration and consent of the CSRC to issue shares
The interest rate income is 9% annualized (simple interest), calculated according to the actual use days
The term of use of the fund shall not exceed 24 months. One month before the expiration of the term of use, with the written application of the borrower and the consent of the lender, the borrower shall have the right to renew the term of use for no more than 12 months according to the same conditions agreed in the intention agreement after the expiration of the term of use
No guarantee
Repayment arrangement when the use term of the funds provided by the borrower expires, the lender will repay the principal and income; The borrower may repay the principal in advance according to its own funds, and the single repayment of the principal shall not be less than RMB 50 million
The borrower of the repayment funds will pay the principal and income of the borrower's loan by reducing the shares of the lifted listed company held by itself in accordance with laws and regulations, and the source and dividend of the listed company
Both parties to the dispute resolution agreement shall properly communicate and handle any dispute arising from the matters under this agreement. In case of failure to reach an agreement mechanism, both parties have the right to bring a lawsuit in the court where the plaintiff is located
Zhang Hong, Wang Huaiqian and Ge Zhiyong are persons with full civil capacity. The loan cooperation intention agreement and its supplementary agreement are the true intention of Zhang Hong, Wang Huaiqian and Ge Zhiyong. The contents of the agreement do not violate the mandatory provisions of laws and administrative regulations and public order and good customs. Therefore, the agreement has legal effect.
According to the loan cooperation intention agreement, if the fixed increase of the listed company is registered and approved by the CSRC, the lender and Ge Zhiyong shall sign a formal loan agreement, so the agreement is also legally binding on both parties.
(III) further demonstrate whether gezhiyong has the risk of failing to raise sufficient funds in the future, resulting in the failure of this offering
1. As mentioned above, Ge Zhiyong's shares have high market value and good quality, so it has strong fund-raising ability.
2. The lender providing funds to ge Zhiyong this time has strong financial strength. The lender provided certificates of deposits, private securities investment funds or financial products totaling more than 550 million yuan in September and December 2021 respectively. Among them, Ms. Zhang Hong, the lender, is the spouse of Lin Jianhua, the actual controller of Hangzhou First Applied Material Co.Ltd(603806) ( Hangzhou First Applied Material Co.Ltd(603806) ), and the shareholder of Hangzhou Hangzhou First Applied Material Co.Ltd(603806) Technology Group Co., Ltd. ( Hangzhou First Applied Material Co.Ltd(603806) ). According to the announcement of Hangzhou First Applied Material Co.Ltd(603806) on March 24, 2022, Lin Jianhua and Zhang Hong directly hold shares through Hangzhou Hangzhou First Applied Material Co.Ltd(603806) Technology Group Co., Ltd. and Lin Jianhua, accounting for 61.91% of Hangzhou First Applied Material Co.Ltd(603806) total share capital Hangzhou First Applied Material Co.Ltd(603806) is a leading enterprise of EVA Cecep Solar Energy Co.Ltd(000591) battery adhesive film, with a high market value. Therefore, the lender of this capital has the financial strength to provide Ge Zhiyong with this subscription.
3. Ge Zhiyong has signed a binding loan agreement with the capital lender. According to the agreement on loan cooperation intention and its supplementary agreement, if the fixed increase of the listed company is registered and approved by the CSRC, the borrower and Ge Zhiyong shall sign a formal loan agreement, and the loan amount shall be defined within the range of no more than RMB 550 million and no less than the subscription capital required for the registration and approval of the CSRC to issue shares. If the lender violates this agreement, it will bear the liability for breach of contract, Compensate the borrower. Therefore, the agreement of intent has legally binding on the lender to lend funds according to the contract.
