Inquiry letter on the examination of Wuxi Autowell Technology Co.Ltd(688516) the application documents for issuing shares to specific objects
Special description
Lixin Zhonglian zhuanfu Zi [2022] d-0085
Lixin Zhonglian CPA (special general partner ship)
Lixin Zhonglian Certified Public Accountants (special general partnership)
LixinZhonglian CPAs (SPECIAL GENERAL PARTNERSHIP)
About Wuxi Autowell Technology Co.Ltd(688516)
Examination and inquiry letter of application documents for issuing shares to specific objects
Special description of audit inquiry letter
Lixin Zhonglian zhuanfu Zi [2022] d-0085
Shanghai Stock Exchange:
In accordance with the relevant requirements of the inquiry letter on the examination of the application documents of Wuxi Autowell Technology Co.Ltd(688516) 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, Lixin Zhonglian Certified Public Accountants (special general partnership) (hereinafter referred to as “reporting accountant”) as the reporting accountant of Wuxi Autowell Technology Co.Ltd(688516) (hereinafter referred to as ” Wuxi Autowell Technology Co.Ltd(688516) “, “issuer” and “company”) issuing shares to specific objects, replied to the relevant questions of the reporting accountant in the audit inquiry letter item by item as follows:
Question 3: about financing scale
The total amount of funds raised by issuing shares to specific objects this time shall not exceed RMB 550 million.
According to the due diligence report, the R & D expenses of the issuer in each period of the reporting period are mainly employee compensation and material consumption expenses, and the amount of transportation and travel expenses is small. In the specific capital calculation of the raised investment project, the proportion of prototype and test expenses is relatively high.
The issuer is requested to explain: (1) the calculation basis and process of the investment amount of each raised investment project; It is proposed to analyze the rationality of the investment scale of each project invested by raising funds by comparing the existing business investment scale of the company and the situation of comparable companies in the same industry with the amount invested by raising funds; (2) The calculation basis of personnel salary expenses, prototype and test expenses, travel and other expenses involved in the R & D and industrialization of high-end intelligent equipment; Calculate the labor cost, the Department, responsibility and cost collection method of the main personnel, compare with the salary of relevant personnel in the reporting period, calculate the specific cost and cost composition of R & D prototype, and compare with the material and labor cost in the reporting period; (3) The main R & D process of the issuer’s products, the accounting treatment of R & D prototype, and the reasons for the difference between the composition of R & D expenses in the reporting period and the composition of R & D expenses in raised investment projects; (4) Combined with the investment direction of reserve funds, travel and other expenses in high-end intelligent equipment R & D and industrialization projects, further explain the scale and proportion of supplementary flow funds, and demonstrate the rationality of the scale of supplementary flow funds in combination with the company’s monetary fund balance, use arrangement, asset liability ratio and other financial indicators and the comparison of the same industry.
The sponsor is requested to express clear opinions on the rationality of the calculation basis, process and results of the investment amount of each raised investment project, whether the benefit calculation results of the raised investment project are cautious and reasonable, and whether the amount of each raised investment project of the company exceeds the actual demand for raised funds.
Please report to the accountant for verification and express clear opinions.
reply:
1、 Issuer description
3-1-1: calculation basis and process of investment amount of each raised investment project; It is proposed to analyze the rationality of the investment scale of each project invested by raising funds by comparing the existing business investment scale of the company and the situation of comparable companies in the same industry with the amount invested by raising funds
(I) calculation basis and process of investment amount of each raised investment project
The investment amount of this raised investment project, its calculation basis and process are shown in the following table:
Basis and process for calculating the scale of raised investment projects
(10000 yuan)
1. Personnel salary expenses: adjust and calculate the positions and quantity of personnel based on the staffing of the company’s existing R & D project team and the difficulty of the project; Determine the implementation cycle based on the company’s existing project R & D cycle and the difficulty of the project; Calculate the salary level of each post based on the current salary level and future salary adjustment trend of the company;
2. Prototype and test cost: before organizing the production of the prototype, the core module and core organization used for R & D and test, the corresponding material composition and unit price, and calculate the “R & D and test material cost”; Determine the number of prototypes to be produced according to the number of prototypes required for the research and development of high-end intelligent equipment such as aluminum wire bonding machine with a large degree of 3000000 degree, and in combination with the industrialization promotion and wide industrialization difficulty of specific products; The composition and price of materials required for the assembly and commissioning of the prototype, as well as the composition and price of materials consumed for the continuous installation and commissioning of the prototype according to the needs of customers during the commissioning of the client, and calculate the “amount of prototype materials”;
3. Travel and other expenses: calculate the travel and other expenses based on the expected number of personnel research trips, the specific technical direction and cooperation or consulting cost level expected to be obtained through external cooperation, and the downstream raw materials or semi-finished products purchased for the test prototype,
See “3-1-2” in the reply to this question for the calculation process
The science and technology reserve fund is 1500000, which is calculated in combination with the investment scale of the company since its listing and the investment plan of the company in the coming years
Based on the estimated operating income, the main operating current assets and 1000000 current liabilities constituting the working capital required by the daily production and operation of the enterprise are calculated respectively, so as to predict the demand of the production and operation of the enterprise for working capital in the future, See “3-1-4” in the reply to this question for details
(II) analysis of the investment scale of the company and the rationality of the investment amount of the company in the same industry
1. Comparison between the scale of raised funds and the investment scale of the company’s existing business
The comparison between the company’s existing business investment scale and the investment scale of this raised investment project is shown in the table below:
S / n project name total project investment project implementation company existing business scale
cycle
1 high end intelligent equipment is 300 million yuan, 36-60 months. The company’s R & D expenses in 2020 are 697818 million yuan, and the R & D expenses in 2021 are 1448502 million yuan for 36 months
30 million yuan
Strategic investment companies use their own funds to
120 million yuan, 36 months Xisong Yu, Songci electromechanical and other target companies
Invest
Orders in hand by the end of March 2022
RMB 4.894 billion (including tax), with a year-on-year increase
3. Supplement the working capital of 100 million yuan – 77.00% long, and increase the business scale of the company
Continued growth will increase the need for working capital
seek
During the reporting period, the business scale of the company continued to grow, and the newly signed orders (including value-added tax, the same below) were RMB 1.591 billion, RMB 2.667 billion, RMB 4.281 billion and RMB 1.44 billion respectively.
By the end of March 2022, the company’s orders on hand were 4.894 billion yuan, a year-on-year increase of 77.00%.
The continuous growth of the company’s business scale will provide a basis for the growth of R & D investment, and the company’s R & D investment scale has room for further increase. The company’s R & D expenses in 2021 were 1448502 million yuan, significantly higher than the annual R & D expenses in 2020 of 697818 million yuan. This time, it is arranged to raise 300 million yuan for the “R & D and industrialization of high-end intelligent equipment” project and 30 million yuan for the cooperative R & D in the “science and technology reserve fund” project. Considering the long implementation cycle of these projects and the rapid growth trend of the company’s business, it matches the business scale of the company.
At the same time, the continuous growth of the company’s business scale has also increased the company’s working capital demand. It is estimated that the company’s supplementary working capital scale is reasonable and matches the company’s business scale. See “3-1-4” in the reply to this inquiry letter for details. Since its listing, the company has invested 10.8 million yuan and 437143 million yuan respectively in Wuxi Songyu and songporcelain electromechanical around the company’s industrial chain and upstream and downstream, and indirectly participated in important parts suppliers by investing 20 million yuan in Xiamen Fuhai new material phase III venture capital partnership (hereinafter referred to as “Fuhai new material phase III”), It is proposed to invest 14 million yuan in Shanghai uptec technology entrepreneurship Co., Ltd. (hereinafter referred to as “uptec”). The fund raised this time is 120 million yuan for the strategic investment in the “science and technology reserve fund” project. Considering the 36 month implementation cycle of the project, it matches the investment scale of the company.
2. The amount to be invested with raised funds is compared with the financing scale of comparable companies in the same industry
The scale of raised investment projects disclosed by comparable listed companies in the same industry since 2021 is as follows:
Unit: 10000 yuan
The investment scale of comparable companies in the same industry and the scale of funds raised account for 2020
Proportion of annual income
Suzhou Maxwell Technologies Co.Ltd(300751) 281156.00 281156.00 123.02%
Wuxi Shangji Automation Co.Ltd(603185) 350280.26 247000.00 82.03%
Zhejiang Jingsheng Mechanical & Electrical Co.Ltd(300316) 618000.00 57000000 149.58%
Average 4164787536605200 118.21%
Wuxi Autowell Technology Co.Ltd(688516) 55,000.00 55,000.00 48.08%
According to the above table, the fund-raising scale of the company is smaller than that of comparable companies in the same industry, and the proportion of the fund-raising scale in the audited operating income in 2020 is also low. The specific investment direction and investment structure of each company depend on the business focus
