Reply to the inquiry letter on the examination of Shanghai Newtouch Software Co.Ltd(688590) the application documents for issuing convertible corporate bonds to unspecified objects
Sponsor (lead underwriter)
(28th floor, No. 1198, Century Avenue, China (Shanghai) pilot Free Trade Zone)
April, 2002
Shanghai Stock Exchange:
According to the requirements of the examination and inquiry letter on the application documents of Shanghai Newtouch Software Co.Ltd(688590) issuing convertible corporate bonds to unspecified objects (hereinafter referred to as the “inquiry letter”) issued by your exchange on February 25, 2022, Changjiang Securities Company Limited(000783) underwriting sponsor Co., Ltd. (hereinafter referred to as “Changjiang sponsor” or “sponsor”) acts as a sponsor (lead underwriter) for Shanghai Newtouch Software Co.Ltd(688590) (hereinafter referred to as ” Shanghai Newtouch Software Co.Ltd(688590) “, “issuer” or “company”) to issue convertible corporate bonds to unspecified objects, Together with the issuer and the issuer’s lawyer, Shanghai jintiancheng law firm (hereinafter referred to as the “issuer’s lawyer”) and the reporting accountant, Lixin Certified Public Accountants (special general partnership) (hereinafter referred to as the “reporting accountant”) and other relevant parties, in line with the principles of diligence, honesty and trustworthiness, carefully discussed, verified and implemented the questions raised in the inquiry letter item by item, and replied and explained them item by item. The specific reply is attached.
Unless otherwise specified, the abbreviations or terms used in the reply to this inquiry letter are consistent with the prospectus for the issuance of convertible corporate bonds by Shanghai Newtouch Software Co.Ltd(688590) to unspecified objects (draft application) (hereinafter referred to as the prospectus).
In this inquiry reply, if the mantissa of the total count is inconsistent with the mantissa of the sum of the listed values, it is caused by rounding.
The font in this reply report represents the following meanings:
The questions listed in the inquiry letter are in bold (BOLD)
Responses to the questions listed in the inquiry letter (not bold)
Quote the contents of the original prospectus in Song typeface (not bold)
Modification and supplement of the reply to this inquiry letter (BOLD)
catalogue
catalogue 21. About the distributed PAAS platform project 32. On the calculation of financing scale and income 503. About the accumulated bond balance 824. With regard to financial investments 875. About the previous raised investment project 1006. About others 104 general opinions of the sponsor one hundred and nineteen
1. About distributed PAAS platform project
According to the application materials and public information, listed companies are mainly engaged in software outsourcing services, and their income mainly comes from customers in the financial industry. In this financing, it is planned to implement the distributed PAAS platform project to provide software development and technical services based on distributed PAAS platform technology for customers in finance, manufacturing and other industries. The project plans to raise 3598104 million yuan, including 191248 million yuan for the purchase of software and hardware equipment and 150 million yuan for the purchase of office space.
The issuer is requested to supplement and disclose the land use of the raised investment project according to question 5 of the answers to some questions on refinancing business.
The issuer is requested to explain: (1) the technical barriers of this raised investment project, the company’s existing technology, patents, software copyrights, research projects and personnel reserves, and analyze the feasibility of the implementation of this raised investment project; (2) The specific contents of the expected results of the raised investment project, the main application fields of the products, the downstream industries or customers mainly targeted, and analyze the necessity and rationality of the implementation of the raised investment project in combination with the market scale and competition, on-hand orders, sales channel construction, etc; (3) The categories of the main software and hardware equipment planned to be purchased in this raised investment project, the differences with the existing equipment of the company and whether they can be used in general, so as to further analyze the rationality of the newly purchased software and hardware equipment; (4) Whether the nature of the land and the purpose of the real estate to be purchased belong to the field of science and innovation and whether there is a disguised investment in real estate; (5) In combination with the company’s existing office space, the initial raised investment, the area and personnel of the raised investment space, the rationality and necessity of the raised investment to purchase the office space.
The recommendation institution is requested to check and express opinions in combination with question 5 of the answers to some questions on refinancing business; Ask the lawyer of the issuer to check (1) and (4) and give opinions.
reply:
1、 Matters disclosed by the issuer
The issuer is requested to supplement and disclose the land use of the raised investment project according to question 5 of the answers to some questions on refinancing business
The issuer has supplemented and disclosed the land use of the raised capital investment project in “(I) distributed PAAS platform project” of “v. information on the approval, approval or filing of the raised capital investment project related to project initiation, land, environmental protection and other matters” in “section 7 Application of the raised capital” of the prospectus. The specific contents are as follows:
“2. Land use of raised investment projects
The company plans to purchase from Shanghai Shanghai Lujiazui Finance & Trade Zone Development Co.Ltd(600663) (Group) Co., Ltd. some buildings on the ground of T6 office building built on plot 11a-06 of Shanghai Lujiazui Finance & Trade Zone Development Co.Ltd(600663) science and Technology City (tentative name) in the southwest of Kangan Road, Linyu Road, Pudong New Area, Shanghai, as the implementation site of this raised investment project.
On December 9, 2016, Shanghai Pudong New Area Planning and Land Administration Bureau and Shanghai Shanghai Lujiazui Finance & Trade Zone Development Co.Ltd(600663) (Group) Co., Ltd. signed the contract for the transfer of the right to use state-owned construction land in Shanghai (hpgtu (2016) transfer contract No. 26 (version 1.0)). Shanghai Shanghai Lujiazui Finance & Trade Zone Development Co.Ltd(600663) (group) Co., Ltd. obtained the state-owned construction land according to law and enjoyed the rights of possession, use, income and disposal according to law within the transfer period, Have the right to use the land to build buildings, structures and ancillary facilities according to law.
Shanghai Shanghai Lujiazui Finance & Trade Zone Development Co.Ltd(600663) (Group) Co., Ltd. has obtained the “Hu (2018) Pu Zi immovable property right No. 082563” real estate property right certificate on August 21, 2018. The land is located in hill 2 / 19, block 34, Beicai Town, Pudong New Area, Shanghai. The land right type is the use right of state-owned construction land. The nature of the land right is transfer, and the land use is the land for R & D and design (general purpose of R & D headquarters), The area of land use right is 5672690 square meters, and the use period of land use right is from December 9, 2016 to December 8, 2066. In April 2018, Shanghai Shanghai Lujiazui Finance & Trade Zone Development Co.Ltd(600663) (Group) Co., Ltd. obtained the construction land planning license (hupuguidi (2018) ea31036020184556).
In November 2019, Shanghai Shanghai Lujiazui Finance & Trade Zone Development Co.Ltd(600663) (Group) Co., Ltd. successively obtained the construction project planning permit (Hupu planning and construction III (2019) fa310360201905114) and the construction project construction permit (15expd0020d01). The construction of the construction project has started on December 5, 2019. As of the signing date of this prospectus, the subject property is still under construction. As it is expected that the office building will need to place the relevant servers and other hardware equipment of the raised investment project in the future, and it needs special decoration and transformation, the company and Shanghai Shanghai Lujiazui Finance & Trade Zone Development Co.Ltd(600663) (Group) Co., Ltd. preliminarily agreed that the office building will be delivered to the company in the form of blank, which will reach the state of decoration in the second half of 2022 according to the original plan. After both parties sign a formal purchase agreement, The company can implement its transformation plan and start relevant engineering transformation and decoration.
In October 2021, the company signed the agreement of intent between Shanghai Shanghai Lujiazui Finance & Trade Zone Development Co.Ltd(600663) (Group) Co., Ltd. and Shanghai Newtouch Software Co.Ltd(688590) on purchasing office building T6 of Shanghai Lujiazui Finance & Trade Zone Development Co.Ltd(600663) science and technology city with Shanghai Shanghai Lujiazui Finance & Trade Zone Development Co.Ltd(600663) (Group) Co., Ltd. and Shanghai Newtouch Software Co.Ltd(688590) on the purchase intention of the company in two payments totaling RMB 5 million in November 2021 and January 2022. On October 9, 2021, the company held the 17th meeting of the third board of directors, deliberated and approved the proposal on the issuance of convertible corporate bonds to unspecified objects and other related matters. The payment time of house purchase intention is after the above resolution of the board of directors is passed, The company will replace the above house purchase intention money invested in advance in accordance with the requirements and procedures of relevant laws and regulations after the funds raised from the issuance of convertible corporate bonds to unspecified objects are in place. According to the negotiation with Shanghai Shanghai Lujiazui Finance & Trade Zone Development Co.Ltd(600663) (Group) Co., Ltd., the company needs to sign an agreement with Shanghai Shanghai Lujiazui Finance & Trade Zone Development Co.Ltd(600663) (Group) Co., Ltd. on the purchase of the office building in 2022 and pay the purchase price in full before the end of 2022. The above agreements and agreements are only the preliminary intentions reached by both parties through negotiation. The specific matters involved and the final transaction price need to be clarified by the formal supplementary framework agreement or Shanghai commercial housing sales contract signed by both parties.
After the office building reaches the decoration status in the second half of 2022, the company will start the information transformation and decoration of the office building. At that time, after the funds raised by issuing convertible corporate bonds to unspecified objects are in place, the company can use the raised funds to purchase office buildings, site decoration and software and hardware equipment according to the construction and implementation progress of the raised investment project. After the funds raised from the issuance of convertible corporate bonds are in place and before the T6 office building of Shanghai Lujiazui Finance & Trade Zone Development Co.Ltd(600663) science and technology city reaches the decoration state, the company will make maximum use of the existing leased or newly leased site and the existing 670 servers or some leased cloud services to temporarily build a distributed PAAS platform development environment and function test environment, and invest senior business consultants, core architects Senior development engineers and several other senior technicians conduct research and demonstration of various technologies, and conduct demonstrative development and testing on the basis of small concurrency with existing equipment. The function development of each module of the distributed PAAS platform project adopts agile mode for parallel development and testing. Each module adopts a small number of servers to realize function development and testing. After the software and hardware equipment of T6 office building in Shanghai Lujiazui Finance & Trade Zone Development Co.Ltd(600663) science and technology city are in place and the computer room is completed, it will be deployed to the quasi production environment for verification and performance testing, and finally deployed to the production environment and production disaster recovery environment to provide services. At the same time, the company can first carry out a series of preliminary work, such as the signing of software and hardware equipment purchase contract, the collection and selection of internal transfer intention of the company’s employees, the recruitment and training of new employees, so as to ensure that the company will continue to develop, test and upgrade the distributed PAAS platform as soon as possible after entering the office building T6 of Shanghai Lujiazui Finance & Trade Zone Development Co.Ltd(600663) science and technology city. To sum up, the delivery time of the property purchased by the company will not cause significant delay to the implementation of this raised investment project.
The land use of plot 11a-06 of Shanghai Lujiazui Finance & Trade Zone Development Co.Ltd(600663) science and technology city is for R & D and design (general purpose of R & D headquarters), and the use nature of construction engineering is education and scientific research building. The real estate purchased by this raised investment project is used for the development of distributed PAAS platform, which conforms to the land planning purpose and construction engineering use nature of plot 11a-06, and there is no violation of relevant national land laws, regulations and policies and urban planning policies.
Whereas the issuer and Shanghai Shanghai Lujiazui Finance & Trade Zone Development Co.Ltd(600663) (Group) Co., Ltd. have signed the agreement of intent on purchasing office building T6 of Shanghai Lujiazui Finance & Trade Zone Development Co.Ltd(600663) science and technology city and have paid the intention to purchase the house in full. In addition, the construction of the construction project has started on December 5, 2019, so the risk of failure to implement the real estate purchase of the issuer’s fund-raising project is small.
According to the statement of Shanghai Newtouch Software Co.Ltd(688590) on alternative measures to be taken for the inability to obtain the real estate of the raised investment project issued by the issuer, if the issuer fails to obtain some buildings of office building T6 of Shanghai Lujiazui Finance & Trade Zone Development Co.Ltd(600663) science and technology city due to objective reasons, the issuer will choose to purchase other office buildings in Shanghai as an alternative place for the implementation of the raised investment project as soon as possible, so as to avoid significant adverse impact on the implementation of the raised investment project. “
2、 Notes of the issuer
(I) technical barriers of the project, the company’s existing technologies, patents, software copyrights, projects under research, personnel reserves, etc., and analyze the feasibility of the implementation of the project
1. The technical barriers of this raised investment project are high, and it is difficult for new market competitors to master the core technologies related to the distributed PAAS platform in a short time. The company has the necessary technology and talent reserves to implement the above projects, and there is no technical barrier to the implementation of raised investment projects
The distributed PAAS platform involves a wide range of technical fields and the speed of technical development and updating. The technical barriers to be broken through involve many popular technical fields, and the technical requirements are higher than those of general software development and application products.
First of all, the realization of a fully functional and high-quality distributed PAAS platform requires rich technical accumulation and a comprehensive breakthrough in mobile device rendering, H5 multi browser optimization, service dynamic gray publishing, sustainable optimization of micro service architecture, metadata parsing and adaptation, distributed transaction control, distributed data storage and monitoring, distributed message publishing and event monitoring, distributed workflow engine design Distributed model design and maintenance, distributed service registration and management, distributed log management, distributed data cache, distributed service flow control, distributed integrated routing management, distributed task scheduling and calculation, distributed low code development and version maintenance, integrated testing and service management and many other technical difficulties. Secondly, the stability and compatibility of these technologies also need to be polished and optimized for a long time in a complex practical application environment. Finally, with the rapid development of emerging technologies such as 5g, cloud services and the Internet of things, distributed PAAS platform manufacturers also need to have forward-looking thinking, keep up with cutting-edge technologies such as big data, artificial intelligence and blockchain, and constantly innovate and iterate in the distributed PAAS platform. The breakthrough of technical barriers requires a long time of accumulation and research, It is difficult for backward manufacturers to establish new technology in a short time.
At the same time, after more than 20 years of development, the company has formed a number of self-developed core technologies, focusing on the fields of big data, artificial intelligence, mobile Internet and cloud computing. On the basis of the above core technologies, the company has actively carried out technology research and development related to the distributed PAAS platform, and has formed technology accumulation related to the distributed PAAS platform in the long-term research and development practice. In the future, the company will continue to innovate and iterate on the distributed PAAS platform by following the cutting-edge technologies such as big data, artificial intelligence and blockchain.
To sum up, the technical barriers of this raised investment project are high, and it is difficult for new market competitors to master the core technologies related to the distributed PAAS platform in the short term
