Reply to the inquiry letter on the second round of examination of Guangdong Jiayuan Technology Co.Ltd(688388) the application documents for issuing shares to specific objects reply letter KSH Zi [2022] No. zc037
Question 2: about financial investment
According to the reply to the first round of inquiry, 1) in September 2020, the company invested 40 million yuan in Shanghai reshaping Energy Group Co., Ltd. with its own funds, holding 0.7667% of its equity, which is not defined as financial investment. The company’s investment will help to further understand the technical requirements of lithium battery supporting hydrogen fuel cell system for copper foil products and battery control system for PCB standard copper foil. 2) On November 5, 2021, the company held the 23rd Meeting of the Fourth Board of directors, which deliberated and approved the issue of shares to specific objects. The amount of raised funds of RMB 4.9 billion deliberated and approved by the board of directors has deducted the newly invested or proposed financial investment of RMB 177.99 million in the six months before the date of the resolution of the board of directors. The issuer is requested to explain: (1) the initial measurement and subsequent measurement of the issuer’s investment in Shanghai reshaping Energy Group Co., Ltd., whether the relevant fair value measurement is accurate, the issuer’s understanding of the technical needs of relevant products from the company, and whether the investment is not defined as a financial investment in combination with the relevant provisions of the answers to some questions on refinancing business; (2) Whether the relevant financial investment amount is deducted according to the requirements of the examination and answer of securities issuance and listing of listed companies on the science and innovation board.
Please report to the accountant for verification and comment.
[description of issuer]:
1、 The initial measurement and subsequent measurement of the issuer’s investment in Shanghai reshaping Energy Group Co., Ltd., whether the relevant fair value measurement is accurate, the issuer’s understanding of the technical needs of relevant products from the company, and in combination with the relevant provisions of the answers to some questions on refinancing business, the investment is not defined as whether the financial investment is accurate
(I) measurement of the company’s investment in Shanghai remodeling Energy Group Co., Ltd
In September 2020, the company invested 40 million yuan in Shanghai reshaping Energy Group Co., Ltd. with its own funds and held 498340 shares. Since the company’s investment in Shanghai is an industrial investment centered on the upstream and downstream of the industrial chain for the purpose of obtaining technology, raw materials or channels, which is in line with the company’s main business and strategic development direction and is not held for trading purposes, according to the relevant provisions of the accounting standards for Business Enterprises No. 22 – recognition and measurement of financial tools, The company designates these non tradable equity instrument investments as financial assets measured at fair value and whose changes are included in other comprehensive income and reports them as “other equity instrument investments”. The initial measurement and subsequent measurement of the company’s Guangdong Jiayuan Technology Co.Ltd(688388) Xin Hui Shi Han Zi [2022] No. zc0037 investment in Shanghai remodeling Energy Group Co., Ltd. on April 20, 2022 are as follows:
Unit: 10000 yuan
The balance of the project at the end of 2020 (the fair value recognized at the beginning of the current period changes to the amount measured at the end of 2021)
Shanghai reshaping Energy Group Co., Ltd. has 4 China Vanke Co.Ltd(000002) 67049667049 Co., Ltd
At the end of 2021, the fair value of the company’s investment in Shanghai reshaping Energy Group Co., Ltd. is determined according to the valuation of its latest round of capital increase. In January 2022, Shanghai remodeling Energy Group Co., Ltd. signed a share subscription agreement with relevant shareholders, and the registered capital increased from 64996051 million yuan to 74349506 million yuan. Relevant investors subscribed for 9353455 new shares with 1.252 billion yuan. According to the valuation corresponding to the capital increase of Shanghai remodeling Energy Group Co., Ltd., the fair value of 498340 shares held by the company was 667049 million yuan.
(II) accuracy of the investment not defined as financial investment
According to the relevant provisions of the answers to some questions on refinancing business, “focusing on industrial investment in the upstream and downstream of the industrial chain for the purpose of obtaining technology, raw materials or channels, M & A investment for the purpose of acquisition or integration, and entrusted loans for the purpose of expanding customers and channels, if they meet the company’s main business and strategic development direction, they are not defined as financial investment”.
Shanghai reshaping Energy Group Co., Ltd. is a provider of hydrogen fuel cell system. Its main business is the research and development of hydrogen fuel cell technology, the manufacturing of battery system and related engineering services. According to the national economic industry classification and code (GB / T 47542017) issued by the National Bureau of statistics, the industry of the company is “c3849 other battery manufacturing” in “C38 electrical machinery and equipment manufacturing” in “C Manufacturing”. The purpose of the company’s investment in Shanghai remodeling Energy Group Co., Ltd. is to deeply understand the technology and development route of hydrogen fuel cell system, extend and explore the synergy and technical improvement scheme of the company’s copper foil products in the field of hydrogen fuel cell system, and further expand and consolidate the cooperation channels with battery, PCB and other manufacturers in the industrial chain through Shanghai remodeling Energy Group Co., Ltd, It belongs to “industrial investment focusing on the upstream and downstream of the industrial chain for the purpose of obtaining technology, raw materials or channels”. The details are as follows:
Guangdong Jiayuan Technology Co.Ltd(688388) Xin Hui Shi Han Zi [2022] No. zc0037 on April 20, 2022, and according to the special requirements of Shanghai reshaping on lithium battery in terms of energy density and charge discharge efficiency, the technical route of the R & D project of “copper foil for high-frequency cycle high-power charge discharge lithium battery” has been established
Hydrogen fuel cell system provides a new power choice for new energy vehicles and has become an important emerging branch of the new energy industry chain. Since 2020, the company began to explore the technical characteristics of lithium-ion batteries in hydrogen fuel cell vehicles and their requirements for the characteristics of electrolytic copper foil. Before and after the investment, the company visited Shanghai remodeling for many times. Through technical exchanges, the company had an in-depth understanding of the application of the power system composed of hydrogen fuel cell and lithium battery in new energy vehicles. For example, the whole hydrogen fuel cell vehicle is charged and discharged by lithium battery and hydrogen fuel cell according to the actual power demand, so as to meet the power supply demand under different scenarios. In addition, lithium battery can also help realize the current feedback during vehicle braking.
In view of the above technical scenario of the combination of hydrogen fuel cell and lithium battery, Shanghai reshape, based on its own R & D experience, proposed to the issuer the unique requirements of lithium battery matched with hydrogen fuel vehicle battery system in terms of energy density, charge and discharge efficiency, etc.
After several rounds of technical discussion and experimental tests, it is finally determined that the energy storage density and charge discharge efficiency of lithium-ion battery in hydrogen fuel cell system can be improved by improving the tensile strength of copper foil. The company thus formed the technical route guidance for the R & D project of “copper foil for high-frequency cycle high-power charge discharge lithium battery”, which aims to increase the tensile strength of copper foil from the conventional 300N / mm2 to more than 450N / mm2. For the R & D project, the company has formed a number of alternative technical schemes, and carried out sample trial production and product performance test at the end of 2021 to prepare for technical breakthrough for industrial application.
2. According to the technical exchange with Shanghai remodeling, the company has established the R & D goal of reducing the surface roughness (RZ) of copper foil to less than 2.0 µ m, improving the surface roughness of copper foil material to improve the high-frequency control ability of voltage converter in hydrogen fuel cell, so as to expand the application of the company’s products in the field of hydrogen energy cell and realize technical accumulation
The hydrogen fuel cell system remodeled and produced in Shanghai is mainly used in new energy vehicles. In new energy vehicles, it is necessary to accurately control the load and kinetic energy balance to achieve safe and reliable power supply, which has high requirements for the high-frequency control ability of voltage converter, the core component of hydrogen fuel cell system. After completing the investment in remodeling, the company developed a technical route of improving the surface roughness of copper foil on April 20, 2022 to improve the high-frequency control ability of the above voltage converter through technical exchange with Shanghai remodeling and in combination with its own R & D experience. Reducing the surface roughness of copper foil can reduce the signal loss of voltage converter circuit in the process of high-frequency conversion, so as to improve the high-frequency control ability of the voltage converter.
According to the above technical route, the company has established the research and development goal of reducing the surface roughness (RZ) of copper foil to less than 2.0 µ m in the research and development projects such as “research and development project of electrolytic copper foil for high-frequency high-speed printed circuit board (very low (VLP) and very low (HVLP) profile copper foil)” and “research and development project of special performance ultra-thin copper foil for HDI multilayer board”, so as to improve the material performance of copper foil material in the high-frequency control ability of voltage converter, To expand the application of the company’s products in the field of hydrogen energy batteries and realize technology accumulation.
3. According to the technical requirements provided by Shanghai remodeling, the company has carried out the R & D project of “high toughness and tensile resistant double-sided wool 35 micron copper foil”, which aims to use copper foil to make multi-layer conductive tape and apply it to hydrogen energy batteries, so as to enrich the application scenarios of the company’s products
Hydrogen fuel cell stack generates current by hydrogen oxygen reaction, which is collected by multilayer sectors and transmitted through conductive carrier, and finally outputs electric energy. Based on Guangdong Jiayuan Technology Co.Ltd(688388) years of production and R & D experience and advanced technology accumulated in the field of copper processing, Shanghai remodeling and Guangdong Jiayuan Technology Co.Ltd(688388) conducted multiple rounds of technical discussions to optimize the above conductive materials (copper is a common conductive material). According to its production and R & D needs, Shanghai remodeling proposed to the company that the copper material used as the stack line needs to have a high elongation. After several rounds of research and exchange between the two sides, it was finally clarified that 35 μ The elongation of M copper foil should be greater than the technical index of 8.5%, which is much higher than the elongation of 3% of ordinary copper foil. According to the above technical requirements, the company has carried out the R & D project of “high toughness and tensile double-sided wool 35 micron copper foil”, which aims to make multi-layer conductive strips with high toughness and high tensile copper foil, and provide a new choice for the conductive materials of the stack with excellent mechanical bending assembly and conductive heat dissipation. Therefore, by investing in Shanghai reconstruction, it will help the company to further explore the application possibility of relevant R & D products in the field of hydrogen fuel cell stack, so as to enrich the application scenarios of the company’s products.
Guangdong Jiayuan Technology Co.Ltd(688388) XHZ [2022] No. zc0037 April 20, 2022
4. Shanghai reshape upstream suppliers include power battery manufacturers and PCB manufacturers. These manufacturers are customers or potential customers of the issuer. The issuer can expand and consolidate the cooperative relationship with the above manufacturers through Shanghai reshape
The hydrogen fuel cell system remodeled in Shanghai needs to be used together with lithium batteries in new energy vehicles. PCB products are widely used in voltage converters and battery controllers. Upstream suppliers include power battery manufacturers such as Contemporary Amperex Technology Co.Limited(300750) , China Innovation airlines, Rongsheng mengguli, micro macro power, and PCB manufacturers such as Hushi electronics, Shengyi Technology Co.Ltd(600183) , Shennan Circuits Co.Ltd(002916) . Power battery and PCB are the two main application fields of the company’s copper foil products. By investing in Shanghai reshaping Energy Group Co., Ltd., the company is expected to further strengthen the connection with the power battery and PCB industry chain, and expand and consolidate the business cooperation channels with major battery and PCB manufacturers.
5. Conclusion
In conclusion, the company invests in Shanghai reshaping Energy Group Co., Ltd. to understand the technology and development route of hydrogen fuel cell system, and carries out corresponding product R & D exploration around the core components and supporting products of hydrogen fuel cell, which will serve as a forward-looking basis for the industrial extension of the company’s product business in the future, and finally become the technical strength and intellectual capital of the company in the future development, The company’s relevant R & D projects and hydrogen fuel cells have good Industrial Synergy prospects; In addition, through this investment, the company will deepen its close ties with the power battery and PCB industry chain. Therefore, the investment belongs to the category of “industrial investment around the upstream and downstream of the industrial chain for the purpose of obtaining technology, raw materials or channels” specified in the answers to some questions about refinancing business, which is in line with the company’s main business and strategic development direction and is not defined as financial investment.
2、 Whether the relevant financial investment amount is deducted according to the requirements of the examination and answer of securities issuance and listing of listed companies on the science and innovation board
According to question 5 of the examination and answer of securities issuance and listing of listed companies on the science and innovation board, “the newly invested and proposed financial investment amount (including the investment amount in such financial business) from six months before the date of the resolution of the board of directors to consider the securities issuance plan to the issuance shall be deducted from the total amount of funds raised”.
On November 5, 2021, the company held the 23rd Meeting of the Fourth Board of directors and deliberated and approved the issue of shares to specific objects. From 6 months before the date of the resolution of the board of directors to the date of issuance of this reply, the financial investment amount of the company’s xintou Guangdong Jiayuan Technology Co.Ltd(688388) Xin kuaishan Zi [2022] No. zc0037 on April 20, 2022 is 177.99 million yuan. The details are as follows:
No. financial investment project investment time and project description amount (10000 yuan)
Guotai Junan Securities Co.Ltd(601211) high net worth financial products with risk level of R3
1. Customers enjoy safe and stable insurance on July 16, 2021. 100000 financial strategy
Guotai Junan Securities Co.Ltd(601211) Grand Hyatt financial products, with a risk rating of R4 medium to high
2. Risk of fof5 collection on July 28, 2021. 300000 fund trust plan
Guotai Junan Securities Co.Ltd(601211) Xingju investment and wealth management product, the risk level is R4 medium and high
