Application document on Guangzhou Jet Bio-Filtration Co.Ltd(688026) issuing convertible corporate bonds to unspecified objects
Reply to the second round of audit inquiry letter
Sponsor (lead underwriter)
January 2002
About Guangzhou Jet Bio-Filtration Co.Ltd(688026)
Application documents for issuing convertible corporate bonds to unspecified objects
Reply to the second round of audit inquiry letter
Shanghai Stock Exchange:
We have received the second round of audit inquiry letter on Guangzhou Jet Bio-Filtration Co.Ltd(688026) application documents for issuing convertible bonds to unspecified objects (szkss (refinancing) [2021] No. 122) (hereinafter referred to as "audit inquiry letter") issued by your exchange on December 23, 2021. Minsheng Securities Co., Ltd., as the sponsor of Guangzhou Jet Bio-Filtration Co.Ltd(688026) (hereinafter referred to as the "issuer", "company" or " Guangzhou Jet Bio-Filtration Co.Ltd(688026) ") issuing convertible corporate bonds to unspecified objects, jointly with the issuer and accountant Tianjian Certified Public Accountants (special general partnership), has checked and implemented the issues raised in the audit 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 font format in the reply to the audit inquiry letter is as follows:
Content format
Review the questions listed in the inquiry letter in bold (BOLD)
Reply to question
Amendments and supplements to the prospectus (in BOLD)
catalogue
catalogue 2 question 1. About financial investment 3 question 2. Calculation of investment amount 10. General opinions of the sponsor 26 question 1. About financial investment
According to the reply to the first round of inquiry, from six months before the date of the resolution of the relevant board of directors to the date of issuance of the reply, the enterprises invested by the issuer are as follows:
On June 24, 2021, the issuer invested and established Guangzhou Jiete incubator management Co., Ltd., with a registered capital of RMB 5 million, and the issuer holds 100% of its equity. As of the date of issuance of the reply, no actual business has been carried out.
On June 25, 2021, the issuer, Dawan District Science and Technology Innovation Service Center (Guangzhou) Co., Ltd. and Guangzhou Jinkai Changqing Intellectual Property Operation Co., Ltd. jointly funded the establishment of Guangzhou Huangpu District Bay Area entrepreneurship Service Center Co., Ltd., with a registered capital of RMB 10 million, and the issuer holds 40% of its equity. As of the date of issuance of the reply, no actual business has been carried out.
On October 19, 2021, the issuer increased the capital of Guangzhou LANBO Biotechnology Co., Ltd. and held 15% of its equity. The main business of LANBO biotechnology is the manufacture of experimental and analytical instruments.
The issuer is requested to explain whether the above investment is a financial investment and explain the reasons in accordance with the relevant provisions of the Q & A on the review of securities issuance and listing of companies listed on the science and Innovation Board of Shanghai Stock Exchange.
Please report to the accountant for verification and express clear opinions.
reply:
1、 Basic information of the issuer's above investment projects and their relevance to the issuer's business
(I) Guangzhou Jiete incubator management Co., Ltd. is being cancelled
1. Relevant investments of the issuer
Guangzhou Jiete incubator management Co., Ltd. (hereinafter referred to as "Jiete incubator") established by the Issuer on June 24, 2021 intends to engage in business related to incubators and plans to provide comprehensive services for upstream and downstream companies in the company's industrial chain to help small enterprises grow rapidly and form scale, so as to extend the company's industrial chain, Achieve synergy with the company's main business by expanding upstream and downstream business.
As of the date of issuance of this reply, Jiete incubator has not paid in its capital contribution and has not actually carried out business. 2. Progress and future planning of the investment
In order to better focus on the development of the company's main business, the issuer will cancel Jiete incubator.
As of the date of issuance of this inquiry reply, the cancellation of Jiete incubator is in progress. The cancellation has been deliberated and approved at the 14th meeting of the third board of directors of the company. At present, the cancellation is in the announcement stage (cancellation announcement period: January 10, 2022 - January 30, 2022). The company will handle and complete other subsequent cancellation related work in accordance with relevant regulations.
(II) the equity of Guangzhou Huangpu Bay Area entrepreneurship Service Center Co., Ltd. is being transferred
1. Relevant investments of the issuer
On June 25, 2021, the issuer, together with Dawan District Science and Technology Innovation Service Center (Guangzhou) Co., Ltd. and Guangzhou Jinkai Changqing Intellectual Property Operation Co., Ltd., jointly invested to establish Guangzhou Huangpu District Bay Area entrepreneurship Service Center Co., Ltd. (hereinafter referred to as "Bay Area entrepreneurship service company"), with a registered capital of RMB 10 million, and the issuer holds 40% of its equity.
As of the date of issuance of this reply, the Bay Area entrepreneurship service company has not paid in its capital contribution or actually carried out business. 2. Progress and future planning of the investment
In order to better focus on the development of the company's main business, the issuer will transfer its capital contribution share of bay area entrepreneurship service company.
As of the date of issuance of this reply, the external transfer of bay area entrepreneurship service company is in progress. The matter has been deliberated and approved at the 14th meeting of the third board of directors of the issuer. The company has signed an equity transfer agreement with the transferee Guangzhou Development Investment Management Co., Ltd. at present, the application for industrial and commercial change registration has been accepted by the Administration for Industry and commerce, It is expected to complete the industrial and commercial change registration of the transfer in the near future. After the completion of this transfer, the company will no longer hold the contribution share of bay area entrepreneurship service company.
(III) the capital increase of Guangzhou LANBO Biotechnology Co., Ltd. is in line with the issuer's development strategy and is an industrial investment around the upstream and downstream of the company's industrial chain
1. Business strategic development planning of the issuer
(1) Strategic planning of the company
According to the strategic plan disclosed in the prospectus of the company's initial public offering and listing on the science and innovation board, the company's strategic plan is as follows:
The purpose of the company is to "provide the most reliable Biotechnology R & D tools for the world with creative solutions." In the next three to five years, the company's strategic objectives are to keep forging ahead in the biological laboratory consumables industry, expand the share of the company's products in China and the international market, further break the technology and market monopoly of western developed countries, and strive to achieve "import substitution and export exchange". At the same time, actively promote the penetration and extension to the medical consumables and medical equipment industry.
On the one hand, the company will continue to realize its business, continuously promote the industrialization of scientific research achievements, make continuous progress in the biological laboratory consumables industry, expand the share of the company's products in the Chinese and international markets, change the situation that the international well-known comprehensive service providers of laboratory supplies occupy the monopoly position in technology and market, and provide more choices for Chinese customers, So as to contribute to the development of National Biotechnology.
On the other hand, the company will focus on the main business of disposable plastic consumables in biological laboratory, and carry out effective business expansion and extension based on its own technical characteristics and advantages, including two main directions: first, based on its core technical advantages in cell culture and disposable plastic consumables in biological laboratory, Penetration and extension to the medical consumables and medical equipment industry in the direction of IVF and cell therapy. Second, in order to break the monopoly of developed countries on the core raw materials of disposable plastic consumables in biological laboratories, try to carry out "research and application of key technologies of gamma resistant high impact polypropylene special materials for medical devices".
(2) The capital increase by the issuer belongs to the established strategic plan of the company
The strategic goal of the issuer is to continuously expand its share in the Chinese and international markets in the biological laboratory consumables industry, further break the technology and market monopoly of western developed countries, and strive to achieve "import substitution and export exchange"; At the same time, actively promote the penetration and extension to the medical consumables and medical equipment industry.
LANBO biology, founded in 2007, is a high-tech enterprise specializing in the R & D, production and sales of medical testing equipment. Its products focus on the field of medical testing equipment. LANBO biology has obtained more than 100 national patent certificates, ISO13485 certificates and CE and FDA certification of some products, and meets the FDR requirements of the latest EU regulations.
LANBO biological is engaged in the R & D, production and sales of medical testing equipment. The capital increase of LANBO biological by the issuer is in line with the company's strategic goal of penetration and extension into the medical equipment industry.
2. Relevant information on capital increase of LANBO biology
On October 19, 2021, the issuer increased the capital of Guangzhou LANBO Biotechnology Co., Ltd. with its own capital of 30 million yuan, and held 15% equity of LANBO biotechnology after the capital increase.
LANBO biology's main products include in vitro diagnostic instruments, conventional pathological instruments, etc. it has been deeply engaged in the in vitro diagnostic instrument industry for many years and belongs to the head enterprise in the subdivided industry. LANBO biology has rich product lines, strong customized production capacity, outstanding growth and certain market competitiveness.
3. There is strong synergy between LANBO biology and the issuer's main business
From the perspective of the company's business development strategic planning, the capital increase of LANBO biology is conducive to broaden the company's business structure, promote the company to enter the field of medical equipment, improve the company's strategic layout, and enhance and consolidate the company's core competitiveness.
(1) The issuer's business expands to the field of medical equipment
LANBO biology and Guangzhou Jet Bio-Filtration Co.Ltd(688026) are both in the large industry field of biomedicine. After the capital increase, Guangzhou Jet Bio-Filtration Co.Ltd(688026) and LANBO biology will have synergistic effects in business field, technology research and development, raw material supply, etc. Guangzhou Jet Bio-Filtration Co.Ltd(688026) can further expand product types, expand to the field of medical equipment, and obtain new profit growth points. Guangzhou Jet Bio-Filtration Co.Ltd(688026) on the basis of maintaining the independent operation of its main business, it will also give play to its advantages in market and operation management to support LANBO biological company to expand its business scale and improve its business performance.
(2) LANBO bio will become bigger and stronger with the help of the issuer's overseas customer channel advantages
Guangzhou Jet Bio-Filtration Co.Ltd(688026) through years of deep cultivation in the field of biological laboratory consumables market, with good product quality and reputation, it enjoys high brand awareness in the industry, and its sales network has covered many countries and regions such as the United States, Germany, Britain, Australia, India, Brazil and Argentina.
After the capital increase is completed, LANBO biology will explore overseas markets on the basis of the existing sales layout. Guangzhou Jet Bio-Filtration Co.Ltd(688026) will use its relatively perfect global sales and marketing network to drive the overseas sales of existing products of LANBO biology and improve its brand awareness; At the same time, Guangzhou Jet Bio-Filtration Co.Ltd(688026) will also sort out the customer resources of LANBO biology, give full play to its brand influence, and further promote Guangzhou Jet Bio-Filtration Co.Ltd(688026) to develop Chinese customers and improve market share.
(3) Collaborative integration in mechanism
Guangzhou Jet Bio-Filtration Co.Ltd(688026) and Lambert biology can cooperate with each other in sales and R & D, timely grasp the technical innovation of the industry and the technical demands of upstream and downstream industries, accurately analyze market dynamics and customer needs, form a rapid response mechanism, and timely improve products according to customer feedback to meet different technical index needs of customers, Enhance customer satisfaction while enhancing customer stickiness.
In conclusion, the issuer's capital increase of LANBO biology will help to expand business areas, give play to business synergy, enhance market competitiveness and consolidate market position.
2、 Provisions on financial investment in the Q & A on the review of securities issuance and listing of companies listed on the science and Innovation Board of Shanghai Stock Exchange
According to the provisions on financial investment in question 5 of the Q & A on the review of securities issuance and listing of companies listed on the science and Innovation Board of Shanghai Stock Exchange (SZF [2020] No. 52), the following are:
“(Ⅰ) The types of financial investment include but are not limited to: financial investment; Investment industry fund and M & A fund; Lending funds; Entrusted loan; Contribute or increase capital to the group finance company in excess of the group's shareholding ratio; Purchase financial products with large income fluctuation and high risk; Non financial enterprises invest in financial business, etc. Such financial business refers to the financial business engaged by institutions other than the licensed institutions approved by the people's Bank of China, China Banking Insurance Regulatory Commission and China Securities Regulatory Commission to engage in financial business, including but not limited to financial leasing, commercial factoring and small loan business.
(II) 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 are not defined as financial investment if they meet the company's main business and strategic development direction. "
According to the above provisions, industrial investment that conforms to the company's main business and strategic direction and focuses on the upstream and downstream of the industrial chain for the purpose of obtaining technology, raw materials or channels is not defined as financial investment.
3、 The issuer's investment in the six months prior to the date of the resolution of the board of directors related to the issuance
(I) the issuer's investment in the six months prior to the date of the resolution of the board of directors related to the issuance
1. Relevant investments of the issuer
(1) Financial business
The company does not carry out financial businesses such as financial leasing, commercial factoring and small loan business.
(2) Investment industry fund, M & A fund
The company does not invest in industrial funds or M & a funds.
(3) Lending funds
The company does not borrow funds from units outside the scope of consolidation.
(4) Entrusted loan
The company does not have entrusted loans.
(5) Contribute or increase capital to the group finance company in excess of the group's shareholding ratio
The actual controller of the company has not established a group finance company and does not contribute or increase capital to the group finance company in excess of the shareholding ratio of the group.
(6) Purchase financial products with large income fluctuation and high risk
Six months before the resolution date of the board of directors related to the issuer's issuance, the company has used idle funds to purchase bank financial products with high security, short term and low income fluctuation, which does not belong to the situation of purchasing financial products with high income fluctuation and high risk.
(7) Non financial enterprises invest in financial business, etc
The company does not invest in financial business.
(8) Proposed financial investment
During the reporting period, the company has no relevant arrangements for financial investment to be implemented.
To sum up, the company has no real assets in each period of the reporting period
