Minsheng Securities Co., Ltd
Guangdong Lyric Robot Automation Co.Ltd(688499)
Reply to the inquiry letter on the examination of Guangdong Lyric Robot Automation Co.Ltd(688499) the application documents for issuing convertible corporate bonds to unspecified objects
April, 2002
Minsheng Securities Co., Ltd
Guangdong Lyric Robot Automation Co.Ltd(688499)
Reply to the inquiry letter on the examination of Guangdong Lyric Robot Automation Co.Ltd(688499) the application documents for issuing convertible corporate bonds to unspecified objects to: Shanghai Stock Exchange
We have received the inquiry letter on the examination of the application documents for Guangdong Lyric Robot Automation Co.Ltd(688499) issuing convertible corporate bonds to unspecified objects (szkss (refinancing) [2022] No. 61, hereinafter referred to as the "inquiry letter") issued by your office. Minsheng Securities Co., Ltd., as the sponsor of Guangdong Lyric Robot Automation Co.Ltd(688499) (hereinafter referred to as "the issuer", "the company" or " Guangdong Lyric Robot Automation Co.Ltd(688499) ") issuing convertible corporate bonds to unspecified objects, jointly with the issuer and the issuer's lawyer Beijing Guofeng law firm and the reporting accountant Ernst & Young Huaming Certified Public Accountants (special general partnership), has checked and implemented the issues raised in the inquiry letter item by item, We hereby submit this written reply to your exchange.
Unless otherwise specified, the terms, names and abbreviations used in this reply have the same meanings as those in the prospectus.
The format of various contents in this reply is as follows:
Content format
The questions listed in the inquiry letter are in bold (BOLD)
Answers to questions (titles at all levels) arial (BOLD)
Answers to questions (text) arial (not bold)
Amendments and supplements to the prospectus (in BOLD)
catalogue
Topic 1 About the industrialization project of special plane in the front and middle section of lithium battery and complete equipment of the whole line 3 Topic 2 About the funds raised last time 32 topic 3 About the financing scale 37 topic 4 About benefit calculation 57 topic 5 About financial investment 69 topic 6 About the operation 77 topic 7 About other 100. General opinions of the sponsor one hundred and nine
Topic 1 Industrialization project of special plane for front and middle section of lithium battery and complete equipment of the whole line
According to the application materials, 1) the industrialization project of special aircraft in the front and middle section of lithium battery and complete equipment of the whole line plans to invest 70 million yuan, of which 633 million yuan is used for plant construction and decoration and 67 million yuan is used for land purchase. The issuer has paid the land transfer fee of the project land in full. 2) The raised investment project plans to expand the production capacity of front and middle equipment and whole line equipment such as lithium battery cell production and cell assembly; The issuer did not list the capacity and capacity utilization during the reporting period. 3) As of the end of 2021, the signed orders for complete sets of equipment in hand for the whole line do not belong to the new raised investment capacity. 4) During the reporting period, the issuer's whole line revenue did not increase significantly, and the gross profit margin of whole line equipment decreased significantly in 2020 and January September 2021. 5) Both the previous and this raised investment projects include the expansion of lithium battery equipment. The iteration cycle of lithium battery equipment technology update is short, and the demand for equipment update is large.
The issuer is requested to explain: (1) whether all the funds raised by the project are used for plant construction and decoration and land purchase, whether they are invested in the field of scientific and technological innovation, and whether there is a disguised investment in real estate; (2) The time of paying the land transfer fee for the project land, and whether there is a situation that the raised funds are proposed to replace the funds invested before the meeting of the board of directors; (3) The specific conditions of the products to be produced in this raised investment project, and the differences between the existing products and the products of the previous raised investment project in terms of product structure, technical level, process difficulty, production equipment, etc; The reason why the EIA approval is not required for this raised investment and the EIA approval is required for the previous raised investment; (4) The capacity utilization rate of the issuer during the reporting period, and analyze the current and future capacity changes of the issuer in combination with the previous and current raised investment projects and specific product categories; (5) Analyze the rationality of the issuer's new capacity planning and whether the capacity of the raised investment project can be fully digested in combination with the market capacity of lithium battery production equipment, industry development trend, industrial policy, current and under construction capacity of the market, the issuer's market share, major customers and on-hand orders; (6) Reasons for the sharp decline of gross profit margin of the whole line equipment during the reporting period, and improve relevant risk tips; Combined with the performance, advanced technology and market recognition of the issuer's whole line equipment during the reporting period, it shows whether the issuer's whole line equipment has competitive advantages. Whether the gross profit margin of issuers will drop significantly after the implementation of this investment project is implemented. (7) In combination with the use progress of the previously raised funds and the development characteristics of the lithium battery equipment industry, demonstrate the urgency of the implementation of this raised investment project, the necessity and rationality of this financing, and whether it faces major risks.
Ask the lawyer of the issuer to check (1) - (2) and give clear opinions.
1、 All the funds raised by the project are used for plant construction and decoration and land purchase. Whether they belong to the field of scientific and technological innovation and whether there is a disguised investment in real estate
(I) reasons why all the funds raised by the project are used for plant construction and decoration and land purchase
1. Capital investment of the project invested by the raised funds
The total investment of the "industrialization project of special aircraft in the front and middle section of lithium battery and complete equipment of the whole line" raised and invested this time is 1149398700 yuan, including plant construction and decoration, land purchase, equipment purchase, etc. Among them, the total amount of raised funds to be invested is 70 million yuan, which will be used for plant construction, decoration and land purchase. Project construction, equipment purchase, reserve fund, initial working capital and other expenses shall be solved through self raised funds. The details are as follows:
Unit: 10000 yuan
S / N expense name total investment amount proportion of investment to total amount of raised funds to be invested
1. Construction investment 11310146 98.40% 7000000
1.1 plant construction and decoration cost 9352225 81.37% 6330000
1.2 land purchase cost 673890 5.86% 670000
1.3 other expenses of project construction 280567 2.44%-
1.4 equipment purchase cost 701842 6.11%-
1.5 reserve fund 301622 2.62%-
2 initial working capital 183841 1.60%-
Total 11493987 100.00% 7000000
2. Reasons why all the funds raised by the project are used for plant construction and decoration and land purchase
The company's existing production capacity can not meet the delivery of fast-growing power lithium battery orders, and in order to meet the site area required for large-scale equipment production and replace the leased plant, it is necessary to build a self built plant to increase the operating area. It is necessary for the company's project to raise funds for plant construction and decoration and land purchase.
At the same time, the "industrialization project of special machines in the front and middle sections of lithium batteries and complete sets of equipment for the whole line" raised and invested this time is mainly to build assembly workshops and supporting office and accommodation areas, and the main production processes involved are equipment assembly and commissioning. The plant area where the raised and invested project is located does not involve machining processes, and the plant area where the project is located does not make large investment in machinery and equipment, but is only purchased for plant operation management, logistics, warehousing Quality inspection and daily office equipment and software, etc. Therefore, all the funds raised by the company for this project are used for plant construction and decoration and land purchase.
(II) the raised investment project belongs to the field of scientific and technological innovation
The company is mainly engaged in the R & D, production and sales of intelligent manufacturing equipment, and provides high-end equipment and digital intelligence whole plant solutions for well-known enterprises at home and abroad in lithium battery, auto parts, ICT and other industries. It mainly focuses on lithium battery manufacturing equipment, and its main business has the attribute of science and innovation. The funds raised in this offering will be invested in the "industrialization project of special aircraft in the front and middle sections of lithium batteries and complete sets of equipment for the whole line" and supplement working capital. The planned products of the "industrialization project of special aircraft and complete equipment of the whole line in the front and middle section of lithium battery" are lithium battery manufacturing equipment and supporting solutions. The main products of the project belong to "lithium battery production equipment" in "new electronic components and equipment manufacturing" of "new generation information technology industry" in the catalogue of key products and services specified in the classification of strategic emerging industries (2018) issued by the National Bureau of statistics. At the same time, the company's supplementary working capital mainly meets the working capital demand driven by the expansion of business scale, which is closely related to the company's main business. Therefore, the industry in which the fund-raising investment project is located belongs to the field of scientific and technological innovation.
To sum up, all the funds raised by the project are used for plant construction and decoration and land purchase, which is the need for the construction of "industrialization project of special aircraft in the front and middle section of lithium battery and complete equipment of the whole line", and belongs to the field of scientific and technological innovation.
(III) the company does not invest in real estate in a disguised form
The funds raised by the company in this issuance (after deducting the issuance expenses) will be fully invested in the "industrialization project of special aircraft and complete equipment of the whole line in front and middle of lithium battery" and supplementary working capital. The project land of "industrialization project of special aircraft and complete equipment of the whole line in front and middle of lithium battery" will be legally and effectively obtained by the company through transfer. The land use is industrial land, not involving commercial or residential land. At the same time, the construction content of the project mainly includes the construction of workshops, dormitories, basements, etc., and does not involve commercial or residential houses. Moreover, the project investment includes plant construction and decoration costs, land purchase costs, other costs of engineering construction, equipment purchase costs, reserve funds and initial working capital, which has nothing to do with the real estate business. Therefore, the company does not invest in real estate in a disguised form.
In addition, for the above matters, the company has issued the following commitments:
"The funds raised in this offering will be used in strict accordance with the purposes approved by the general meeting of shareholders and will not be invested in real estate projects in disguised form; after the funds raised in this offering are in place, the company will adopt a special account storage system for the funds raised in accordance with the requirements of the measures for the administration of funds raised, and implement a strict approval system for the use of funds raised to ensure that the funds raised are used exclusively."
2、 When to pay the land transfer fee for the project land, is there any situation that the raised funds are proposed to replace the funds invested before the meeting of the board of directors
The resolution date of the board of directors of the company to review the proposal related to convertible bonds is January 4, 2022; The amount of the company's project land transfer fee is 73.3 million yuan, and the payment status and time are 21.99 million yuan of bidding deposit on January 10, 2022 and 51.31 million yuan of the remaining land transfer fee on February 18, 2022 (the bidding deposit is used as the land transfer price). The company's time to pay the project land transfer fee is after the company deliberates the resolution of the board of directors on the proposal related to convertible bonds. As of the date of the resolution of the board of directors, the investment of the project invested by the raised funds of the company is as follows:
Unit: 10000 yuan
Project name total investment amount the raised funds are proposed to be invested in the consideration of the total income of the proposal related to convertible bonds, and the amount invested before the date of the resolution of the board of directors
Special plane for the front and middle section of lithium battery and complete equipment industrialization project of 114939877000000 - line
Supplementary working capital 25 China Vanke Co.Ltd(000002) 500000-
Total 139939879500000-
As of the resolution date of the board of directors of this offering (January 4, 2022), the investment project of the company's raised funds is still in the planning process, and the funds within the estimated investment scope of the investment project of the raised funds have not occurred. Therefore, the company does not intend to use the raised funds to replace the funds invested before the meeting of the board of directors.
3、 The specific conditions of the products to be produced in this raised investment project, and the differences between the existing products and the products of the previous raised investment project in terms of product structure, technical level, process difficulty, production equipment, etc; Reasons why the EIA approval is not required for this raised investment and the EIA approval is required for the previous raised investment
(I) details of the products to be produced in this raised investment project
1. Product structure to be produced in this raised investment project
The construction period of this raised investment project is 24 months, and the products to be produced are special aircraft in the front and middle sections of power lithium batteries and whole sets
