Notice on Zhangjiagang Zhonghuan Hailu High-End Equipmentco.Ltd(301040) applying for issuing convertible corporate bonds to unspecified objects
Audit inquiry letter
Audit Letter No. 仱ߤߤ:
In accordance with the relevant provisions of the securities law, the measures for the administration of securities issuance and registration of companies listed on the gem (for Trial Implementation) (hereinafter referred to as the registration measures), and the rules for the examination and approval of securities issuance and listing of companies listed on the gem of Shenzhen Stock exchange, the issuance and listing examination authority of the exchange examined the application documents of Zhangjiagang Zhonghuan Hailu High-End Equipmentco.Ltd(301040) (hereinafter referred to as the issuer or company) for issuing convertible corporate bonds to unspecified objects, And form the following audit questions:
1. In 2021, the company's operating revenue was 1068931 million yuan, a year-on-year decrease of 2.59%, and its net profit was 650395 million yuan, a year-on-year decrease of 49.53%. During the reporting period, the company's gross profit margin was 21.97%, 20.38% and 13.54% respectively; The company's export income amounts to 147415500 yuan, 132416400 yuan and 325594700 yuan respectively, accounting for 19.90%, 13.12% and 34.51% of the main business income of each period, and the net exchange loss is -773700 yuan, 1174700 yuan and 2629500 yuan respectively; The average price of alloy steel purchased by the company is 4800 yuan / ton, 4800 yuan / ton and 5500 yuan / ton respectively, with a large increase in 2021; The unit price of the company's export freight is 777.91 yuan / ton, 830.49 yuan / ton and 132112 yuan / ton respectively, rising gradually. Affected by the decline of China's wind power subsidies, the prosperity of the company's downstream industries has declined.
The issuer is requested to supplement: (1) explain the reasons for the decline of the company's operating revenue and net profit in 2021, whether it is sustainable and its impact on the sustainable profitability in combination with the changes of downstream industry policies, costs and expenses, comparable companies in the same industry, etc; (2) Explain the reason and rationality of the fluctuation of gross profit margin in the reporting period in combination with the main business cost, the change of gross profit margin of each product type and the situation of comparable companies in the same industry, and whether it is consistent with the change trend of comparable companies and comparable products in the same industry; (3) Explain the reasons and rationality of the growth of overseas sales revenue, whether it is sustainable, and whether the provision for bad debts of accounts receivable of overseas customers is sufficient in combination with the overseas market development, competition pattern, the company's industry status and future business layout, international economic environment, covid-19 epidemic situation and the impact of exchange rate fluctuations (; 4) combined with the preparation cycle, production and delivery cycle of raw materials Price fluctuation, explain the impact of raw material price fluctuation on the company's gross profit margin and net profit, and conduct sensitivity analysis on raw material price fluctuation; (5) Combined with the way of bearing freight, the bargaining power of the issuer and the situation of comparable companies in the same industry, this paper explains the impact of freight changes on the company's performance and the company's countermeasures, and analyzes the sensitivity of freight price fluctuations.
The issuer is requested to disclose the above risks.
The sponsor and accountant are requested to check and express clear opinions.
2. The total amount of funds to be raised this time does not exceed 360 million yuan, of which 130 million yuan is used for the expansion project of high-end ring forging production line (hereinafter referred to as project I), 130 million yuan is used for the intelligent production line project of heat treatment of key parts of Superalloy (hereinafter referred to as Project II), and 100 million yuan is used to supplement working capital. The first year of the project will add 60000 tons of high-end ring forging capacity, the purchase cost of software and hardware will be 839122 million yuan, and the internal rate of return of the project after tax will be 18.86%; In the second year of the project, 120000 tons of heat treatment capacity will be added, and the purchase cost of software and hardware is 1247573 million yuan. After the project is completed, it is expected to achieve an average annual operating income of 833252 million yuan, and the after tax internal rate of return of the project is 20.01%. As of December 31, 2021, none of the issuer's previous projects raised and invested had reached the expected usable state, and the supplementary working capital of RMB 153632 million had not been used. The issuer expects the compound growth rate of its operating revenue from 2022 to 2024 to be 15.00%.
The issuer is requested to supplement: (1) explain the specific contents of the raised investment project in easy to understand language, including but not limited to technical characteristics, application fields, downstream customers, etc., and explain the differences between the issuer's existing products, the previous raised investment project and the target products of this raised investment project in combination with the performance indicators and production capacity of the company's current production equipment; (2) Whether the raised investment project meets the requirements of dual control of energy consumption in the project location, whether it obtains the review opinions on energy conservation of fixed asset investment as required, and whether it meets the regulatory requirements of the local competent energy conservation department; (3) Explain the rationality and digestion measures of the new capacity scale of each project invested by raising funds in combination with the company's existing capacity, output, capacity under construction, target customers of products, market capacity, orders in hand, policy changes, etc; (4) Analyze the rationality and prudence of the benefit calculation of the raised investment project in combination with the company's orders or intentional contracts, competitors, similar or similar projects in the same industry, the calculation process and basis of the income of the raised investment project, including the specific calculation process and realizability of the predicted income composition, sales volume, gross profit margin, net profit and the after tax internal rate of return of the project in each year, Whether the adverse effects of performance decline and industrial policy changes in 2021 have been fully considered; (5) Quantifying the impact of the newly added depreciation and amortization of the raised investment project on the performance; (6) Explain the rationality and necessity of the current supplementary working capital scale in combination with the company's monetary capital scale and the subsequent use plan of the previous supplementary working capital.
The issuer is requested to disclose the risks involved in (3) (4) (5) (6).
The sponsor shall check and give clear opinions, the accountant shall check (4) (5) (6) and give clear opinions, and the lawyer of the issuer shall check (2) and give clear opinions.
3. As of December 31, 2021, the company held monetary capital of 3804413 million yuan and other non current assets of 105765 million yuan. During the reporting period, the issuer had a joint-stock subsidiary Zhangjiagang Haiou mechanical forging manufacturing Co., Ltd., and the issuer held 5.56% of its equity.
The issuer is requested to supplement: (1) whether there are financial investments (including financial businesses) with large holding amount at the end of the latest period, and the specific situation of the financial investments implemented or planned to be implemented by the company since the six months before the relevant board of directors of this issuance; (2) Whether the business scope of the issuer and its subsidiaries and joint-stock companies involves business types related to real estate development, whether they are currently engaged in real estate development business, whether they have real estate development qualification, whether they hold residential land, commercial land and commercial real estate, if so, please explain the way and background of obtaining the above real estate and land, the development and use plans and arrangements of relevant land, and whether they involve real estate development, operation Sales and other businesses.
Ask the sponsor to check and give clear opinions, ask the accountant to check (1) and give clear opinions, and ask the issuer's lawyer to check (2) and give clear opinions.
The issuer is requested to rewrite the important risk factors closely related to this offering and the issuer itself in the tips on major events on the title page of the prospectus, and sort them according to the importance of the information required for investors to make value judgments and investment decisions.
Meanwhile, the issuer is requested to pay attention to the major public opinion on the project since the acceptance of the refinancing application, and the sponsor is requested to check the authenticity, accuracy and completeness of the information disclosure of the project in the above circumstances, and submit it together with the reply to this audit inquiry letter. If there is no major public opinion, please also give a written explanation.
Please implement the above questions one by one and submit the reply to the inquiry letter within 15 working days. The reply content shall be disclosed in the form of temporary announcement, and relevant documents shall be submitted through the issuance and listing review business system of the exchange after disclosure. The matters required to be disclosed in this inquiry letter shall be supplemented in the updated prospectus and marked in bold italics in addition to being exempted as required; The matters required to be explained are the contents of the inquiry reply and need not be added to the prospectus. The sponsor shall submit the updated prospectus together with the reply to this inquiry. In addition to the contents required to be disclosed in this inquiry letter, any modification to the prospectus shall be reported to the exchange first.
The reply of the issuer, the sponsor and the securities service institution to the examination and inquiry of the exchange is an integral part of the application documents for issuance and listing. The issuer, the sponsor and the securities service institution shall ensure the authenticity, accuracy and completeness of the reply.
Shenzhen Stock Exchange listing Examination Center
April 30, 2022
