Shanghai Stock Exchange document szkss (refinancing) [2022] No. 9
— inquiry letter on the examination of Shenzhen S-King Intelligent Equipment Co.Ltd(688328) application documents for issuing convertible corporate bonds to unspecified objects
Shenzhen S-King Intelligent Equipment Co.Ltd(688328) . Anxin Securities Co., Ltd.: in accordance with the securities law, the measures for the administration of securities issuance registration of companies listed on the science and Innovation Board (for Trial Implementation), the rules for the examination and approval of securities issuance and listing of companies listed on the science and Innovation Board of Shanghai stock exchange and other relevant laws, regulations and all relevant provisions of the company, The audit institution of the exchange reviewed the application documents of Shenzhen S-King Intelligent Equipment Co.Ltd(688328) (hereinafter referred to as the issuer or company) for issuing convertible corporate bonds to unspecified objects, and formed the first round of questions.
1. About raised funds
According to the application materials: (1) in March 2021, the company plans to use the temporarily idle raised funds with a total amount of no more than RMB 140 million for cash management. As of September 30, 2021, the company has not used the idle raised funds to purchase financial products of short-term and principal guaranteed financial institutions; (2) The raised investment project plans to supplement working capital of 100 million yuan.
The issuer is requested to explain the specific use of idle raised funds up to now; Analyze the necessity and rationality of the issuer’s financing and replenishment of the project in combination with the asset liability ratio and monetary fund balance.
The recommendation institution is requested to check and express clear opinions according to question 4 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 express clear opinions.
2. Production and construction project of professional equipment for flat panel display device automation
According to the application materials, “production and construction project of professional equipment for automation of flat panel display devices” is an investment project with raised funds that did not raise the required total investment at the time of initial public offering and listing, and it is planned to use the raised funds of 53.0791 million yuan.
The issuer is requested to explain: (1) the reasons for the refinancing of the same project, whether the investment composition of the two raised funds can be distinguished, and whether there is repeated investment; (2) Whether the reasons for not raising enough shares in the initial public offering and listing have affected the implementation progress of the pre raised project; (3) The current construction progress of the project, whether the construction progress meets the expectations, and whether there are major adverse changes in the market environment of this raised investment compared with the initial raised investment; (4) Further analyze the necessity and rationality of the issuer raising additional funds for the initial project in combination with the construction progress of the previous raised investment project, the use and balance of raised investment funds and the fund gap.
3. With regard to the phase II construction project of Huizhou flat panel display equipment intelligent manufacturing production base, according to the application materials, (1) the issuer’s initial raised investment project involves the assembly and testing equipment of flexible OLED and medium and large-size LCD products, The phase II construction project of Huizhou flat panel display equipment intelligent manufacturing production base in the raised investment project is mainly aimed at precision assembly and testing equipment such as mini / micro LED; (2) Up to now, the production technology of mini / micro LED flat panel display module in China is not mature and the production cost is high. Its application scenarios are mainly iPad pro of 2021 model year and IMAC products of Apple’s all-in-one computer. The downstream market capacity is relatively limited. At present, the issuer has not signed a strategic cooperation or intentional sales agreement with apple or its suppliers on mini / micro LED flat panel display production equipment; (3) The refinancing projects of other companies in the same industry are invested in the assembly and testing equipment of mini / micro led.
The issuer is requested to disclose the specific production planning and capacity digestion measures of the project.
Please explain to the issuer: (1) compare the similarities and differences between the assembly and testing equipment involved in this raised investment project, the products of the previous raised investment project and the issuer’s existing products, whether the above products can be used in downstream production processes, whether the production line of the above products can be used in general, and whether there is repeated construction; (2) The specific performance of the immature production technology of China’s Mini / micro LED products and its impact on the raised investment project, whether the assembly and testing equipment targeted by the raised investment project matches the production level of downstream Chinese enterprises, and whether it involves an important bottleneck of downstream production; (3) In combination with the matching relationship between relevant products and the issuer’s core technology, projects under research and the specific progress of R & D work, explain the technical reserves made by the issuer for the raised investment projects and whether there are major uncertainties in R & D work; (4) In combination with the market competition pattern of the products of the raised investment project, the existing production capacity and production expansion arrangement of Companies in the same industry, the downstream application scenarios of mini / micro LED products, market capacity and future change trend, the company’s customer expansion plan, etc., further analyze the rationality of the issuer’s new relevant production capacity and the feasibility of the raised investment project.
4. About semiconductor advanced packaging and testing equipment project
According to the application materials, (1) in the semiconductor field, the company’s products have covered the R & D and production of IC packaging test equipment, mainly including dicing machine, solid crystal machine, AOI testing equipment, etc; (2) At present, the issuer has not completed the relevant technology research and development of the raised investment project, and there is no relevant order in hand; (3) Although the technical route of semiconductor advanced packaging test equipment involved in this raised investment project has been relatively mature abroad, there is still a certain gap between Chinese enterprises and foreign enterprises in this field; (4) During the reporting period, the production and marketing rates of semiconductor equipment were 125.93%, 91.80%, 89.01% and 71.52% respectively.
The issuer is requested to disclose the specific production planning and capacity digestion measures of the project. Please explain to the issuer: (1) compare the similarities and differences between the products involved in the raised investment project and the existing products of the issuer, and whether the relevant production lines can be shared. If so, please explain whether there is repeated construction, and explain the rationality and necessity of the implementation of the raised investment project in combination with the production and marketing rate of semiconductor equipment; (2) The specific gap between Chinese enterprises and foreign enterprises in the relevant technical route and the specific impact on the operation of this raised investment project, combined with the matching relationship between relevant equipment and the issuer’s core technology, projects under research and the specific progress of R & D work, explain the issuer’s technical reserves and whether there are major uncertainties in R & D work; (3) Further explain the necessity, rationality and feasibility of the implementation of the raised investment project in combination with the market competition pattern of relevant products, downstream market capacity and the issuer’s plan to obtain new orders.
5. Income measurement
According to the application materials: the construction period of phase II construction project of Huizhou flat panel display equipment intelligent manufacturing production base is 2 years, the expected internal rate of return (after tax) is 20.12%, and the after tax investment payback period is 6.10 years (including the construction period); The R & D and production project of semiconductor advanced packaging test equipment has a construction period of 2 years, the expected internal rate of return (after tax) is 23.51%, and the after tax investment payback period is 5.71 years (including the construction period).
The issuer is requested to explain: (1) the specific calculation process and basis of the income realized by the raised investment project, and analyze whether the quoted relevant forecast data fully consider the impact of the increase in supply on the product price and gross profit margin in combination with the product price, the change trend of the downstream market and the competition pattern; (2) Analyze the calculation process and basis of the company’s product sales in combination with the expected production of the previous and current raised investment projects; (3) The specific calculation process and basis of the total cost estimation of the project.
The issuer is requested to supplement and disclose the hypothetical conditions and main calculation process of the benefit prediction of the raised investment project in accordance with the requirements of the standards for the contents and forms of information disclosure by companies offering securities to the public No. 43 – prospectus for the issuance of securities by companies listed on the science and innovation board to unspecified objects. The reporting accountant is requested to verify the above matters and express clear opinions.
6. About operation
According to the application materials (: 1) during the reporting period, the company’s operating revenue was 455.3156 million yuan, 471.9362 million yuan, 648.0232 million yuan and 71.10423 million yuan respectively. At the end of each reporting period, the book value of the company’s accounts receivable was 206.0752 million yuan, 274.259 million yuan, 394.2269 million yuan and 547.9975 million yuan respectively, accounting for 45.26% and 58.11% of the operating revenue of each period 60.84% and 77.07%; At the end of 2020, the proportion of subsequent collection of accounts receivable is 70.38%; (2) At the end of each reporting period, the book value of the company’s inventory was 157.3147 million yuan, 156.4457 million yuan, 246.7474 million yuan and 294.6123 million yuan respectively, accounting for 25.50%, 22.05%, 22.62% and 20.17% of the total assets respectively; At the end of the reporting period, raw materials with a stock age of more than one year accounted for 20.70% and goods in stock accounted for 14.42%; (3) From January to September 2021, the production and sales rate of camera module equipment was 66.67%, significantly lower than that in 2020; (4) From January to September 2021, the company’s operating revenue increased by 9.72% compared with 2020, while operating costs and sales expenses increased by 22.14% and 22.65% respectively, and the net profit attributable to the issuer’s shareholders after deducting non recurring profits and losses decreased by 49.73%; (5) If the issuer has advanced production, it will first deliver the produced equipment to the intended customers for trial. During the trial period of relevant equipment, accounting will be conducted in the inventory commodity account. As of the end of September 2021, the balance of the issuer’s inventory inventory and inventory commodities is 66667682.62 yuan, including 21929620.53 yuan of no order amount, and the order coverage rate of inventory commodities at the end of the period is 67.11%; (6) During the reporting period, the gross profit margin of the company’s main business was 37.48%, 37.77%, 38.42% and 31.48% respectively.
The issuer is requested to explain: (1) whether there are differences between the credit policies and changes of major customers in the latest year and the previous period and comparable companies; The reasons for the increase of the book value of accounts receivable at the end of 2020 and at the end of September 2021 are greater than the increase of operating revenue in 2020 and from January to September 2021 respectively. Combined with the customer’s credit period, explain the reasons for the low collection proportion of accounts receivable after the end of 2020 and the situation of corresponding customers; (2) The reasons for the high proportion of raw materials and goods in stock for more than one year, whether there is a difference with comparable companies, and whether the provision for inventory falling price is sufficient; (3) Reasons for the sharp decline in the production and sales rate of camera module equipment from January to September 2021; (4) The reason for the inconsistency between the change trend of the company’s operating costs, sales expenses and operating revenue from January to September 2021 is attributable to the significant decrease in the net profit of the issuer’s shareholders after deducting non recurring profits and losses; (5) Whether the trial marketing conforms to the industry practice, whether it belongs to cooperative research and development, and whether there is a case of paying costs for customers; (6) Analyze the reasons for the decline of the company’s main business gross profit margin from January to September 2021 in combination with product structure, market competition and sales strategy, and whether it is consistent with the industry trend. The reporting accountant is requested to verify the above matters and express clear opinions.
7. Other
7.1 the issuer is requested to explain whether there are approved unissued debt financing instruments at the end of the reporting period of the issuer and its subsidiaries, and if so, whether the approved unissued debt financing instruments, if issued before the issuance of convertible bonds, still meet the requirement that the cumulative balance of corporate bonds does not exceed 50% of the net assets at the end of the most recent period.
7.2 the issuer is requested to explain why Hubei zhantuo Photoelectric Technology Co., Ltd. is not the top five customers in the reporting period, but the top five customers with accounts receivable balance at the end of September 2021. Please report to the accountant to check 7.1-7.2 and give clear opinions.
7.3 the issuer is requested to supplement and disclose whether the shareholders, directors, supervisors and senior executives holding more than 5% of the shares of the listed company participate in the issuance and subscription of convertible bonds; If yes, whether there are plans or arrangements to reduce the shares of listed companies or issued convertible bonds within six months before and after the subscription of convertible bonds. If not, please issue a commitment and disclose.
The lawyer of the issuer is requested to check and express clear opinions.
The issuer is requested to distinguish between “disclosure” and “explanation”. In addition to applying for exemption, the disclosure content shall be added to the prospectus. The explanation content is the content of inquiry reply and does not need to be added to the prospectus; Where the amendment of the prospectus and other application documents is involved, the updated place shall be indicated in bold in regular script, and the amendment description and difference comparison table shall be submitted together; The recommendation institution is requested to carefully check and check the issuer’s reply item by item, and write the general opinion that “the institution has checked the company’s reply in this reply material, confirmed and guaranteed its authenticity, completeness and accuracy” after the issuer’s reply.
Shanghai Stock Exchange
January 13, 2002
Key words: inquiry letter on refinancing of Kechuang board
Issued by Shanghai Stock Exchange science and Innovation Board listing Audit Center on January 13, 2022
