catalogue
1、 About the determination of the actual controller Page 1-9 II. About R & D expenses Page 9-33 III. related party transactions and independence Page 33-38 IV. about long-term assets Page 38-47 v. about agent sales Page 48-58 VI. about inventory Page 58-65 7. Analysis of income, cost and gross profit margin Page 65-90 VIII. About taxes Page 90-93 IX. about cash flow Page 93-97 10. About goodwill Page 97-109 Xi. Other financial related issues Page 109120
About zhongjuxin Technology Co., Ltd
Application documents for initial public offering and listing on the science and Innovation Board
Notes on financial matters in the first round of audit inquiry letter
TJH [2022] No. 534
Shanghai Stock Exchange:
We have received the inquiry letter on the examination and approval of the application documents for the initial public offering of shares and listing on the science and Innovation Board of zhongjuxin Technology Co., Ltd. (szkss [2022] No. 51, hereinafter referred to as the inquiry letter) transferred from Haitong Securities Company Limited(600837) to you. We have carefully checked the financial matters of zhongjuxin Technology Co., Ltd. (hereinafter referred to as zhongjuxin company or the company) mentioned in the audit inquiry letter, and now report as follows. 1、 Confirmation of actual controller (question 1 of audit inquiry letter)
According to the application materials: (1) the issuer has no controlling shareholder or actual controller Zhejiang Juhua Co.Ltd(600160) and industrial investment fund are the largest shareholders, holding 351999% of the shares of the issuer respectively, and there is no concerted action relationship; (2) Chen Gang is a director nominated by Hengxin enterprise, an employee stock holding platform. Before the establishment of the issuer, he has been working in Juhua Group and its controlled companies. The sources of capital contribution of Hengxin enterprise partners include borrowing from banks and third parties. Some senior executives and all core technicians of the company worked in Zhejiang Juhua Co.Ltd(600160) and its subsidiaries before the establishment of the issuer; (3) Zhejiang Juhua Co.Ltd(600160) has a gambling agreement with other shareholders, which stipulates that Zhejiang Juhua Co.Ltd(600160) has the right to recommend managers and financial principals, as well as agreements on repurchase right, joint sale right and other agreements that may lead to changes in the company's control. When establishing Borui electronics and Borui commerce and trade, it agreed on the terms of dominance: "when the shareholding proportion of Juhua Group is no longer the first in the company or the chairman and general manager of zhongjuxin are no longer recommended by Juhua Group, central nitrate has the right to exercise the selling option"; (4) Zhejiang Juhua Co.Ltd(600160) is mainly engaged in fluorine chemical related business, which is similar to the company's business. The issuer does not belong to the holding subsidiary of Zhejiang Juhua Co.Ltd(600160) , so the relevant provisions on spin off and listing are not applicable; (5) Zhejiang Juhua Co.Ltd(600160) or industrial investment fund does not rule out increasing the shareholding ratio through the secondary market, agreement transfer, subscription of additional shares issued by the issuer, etc., 12 months after the issuer's listing, resulting in changes in the corporate governance structure, which may have an adverse impact on the stability of operation and performance.
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The issuer is requested to explain: (1) the operation of the three meetings of the company since its establishment, the decision-making mechanism and process of major issues, the proposals of the shareholders' meeting and the board of directors, including the main contents of the proposal, the proposer, participants and voting, the participation and specific methods of major shareholders in business decision-making, whether there is a settlement mechanism for differences of opinions among shareholders, and there is no impact of the actual controller on the stability of the company's production and operation, Whether there may be "company deadlock" and countermeasures; (2) Whether the share capital of the partners of the ESOP platform comes from Zhejiang Juhua Co.Ltd(600160) and its related parties, whether Zhejiang Juhua Co.Ltd(600160) directly or indirectly controls Hengxin enterprise and actually nominates Chen Gang as a director of the company, and whether Zhejiang Juhua Co.Ltd(600160) can substantially control the board of directors. The specific responsibilities of the company's senior executives and core technicians, the names of the heads of each core department and their resumes before employment, whether they have served in Zhejiang Juhua Co.Ltd(600160) and its related parties, and whether Zhejiang Juhua Co.Ltd(600160) controls the company's management and has a significant impact on daily business decisions; (3) Zhejiang Juhua Co.Ltd(600160) the reason and rationality of signing the gambling agreement, whether the current non execution of the gambling agreement leads to the change of the company's control, and whether it constitutes a material obstacle to this issuance. The background and reasons for agreeing the terms of control with the joint venture party, and whether Juhua Group actually undertakes the responsibility of the actual controller and carries out business in the name of the actual controller; (4) List the main business of Juhua Group and its controlled enterprises, whether the relevant products and services are the same or similar to those of the issuer, and whether there is a situation of evading the regulatory requirements of horizontal competition by determining that there is no actual controller. Whether the issue is essentially a spin off listing, whether there is a situation of evading the rules for the spin off of listed companies (Trial), and analyze whether the issuer meets the conditions and requirements for spin off listing item by item; (5) Zhejiang Juhua Co.Ltd(600160) and the specific plan of the industrial investment fund for the shareholding and control of the company in the future, whether there are other arrangements, and how to ensure the stability of the company's control structure, corporate governance and production and operation.
The sponsor and the issuer's lawyers are requested to: (1) verify the above matters, and fully demonstrate whether Zhejiang Juhua Co.Ltd(600160) is the actual controller of the company in combination with the above situation and the specific provisions of the articles of association and the agreement, and give clear opinions on whether Zhejiang Juhua Co.Ltd(600160) is the actual controller of the company in accordance with the principle of substance over form; (2) In combination with question 10 of the stock issuance and listing examination and answer (II) of the exchange, explain whether the issuer's liquidation of the gambling agreement meets the requirements.
The recommendation institution and the reporting accountant are requested to analyze and determine whether Zhejiang Juhua Co.Ltd(600160) does not control the issuer's compliance with the relevant requirements of the accounting standards for business enterprises, and express clear opinions.
（1） The recommendation institution and the reporting accountant are requested to analyze and determine whether Zhejiang Juhua Co.Ltd(600160) does not control the issuer's compliance with the relevant requirements of the accounting standards for business enterprises and express clear opinions
1. Provisions on control in the accounting standards for business enterprises
According to the accounting standards for Business Enterprises No. 33 - consolidated financial statements, Article 7 "Control" means that the investor has the right to the investee, enjoys variable returns through participating in the relevant activities of the investee, and has the ability to use the right to the investee to affect its return amount. The relevant activities mentioned in these standards refer to the activities that have a significant impact on the return of the investee. The relevant activities of the investee should be judged according to the specific circumstances, usually including the sales and purchase of goods or services, finance and so on Asset management, asset purchase and disposal, research and development activities and financial activities. "
Article 8 stipulates that "the investor shall judge whether to control the investee on the basis of comprehensive consideration of all relevant facts and circumstances.
Once the change of relevant facts and circumstances leads to the change of relevant elements involved in the definition of control, the investor shall reassess it. " Relevant facts and circumstances mainly include:
(1) Purpose of the investee.
(2) Relevant activities of the investee and how to make decisions on relevant activities.
(3) Whether the rights enjoyed by the investor enable it to lead the relevant activities of the investee at present.
(4) Whether the investor enjoys variable return by participating in relevant activities of the investee.
(5) Whether the investor has the ability to use its power over the investee to affect its return amount.
(6) The relationship between the investor and other parties.
2. It is determined that Zhejiang Juhua Co.Ltd(600160) does not control the company to meet the relevant requirements of the accounting standards for business enterprises
During the reporting period, Zhejiang Juhua Co.Ltd(600160) (hereinafter referred to as Zhejiang Juhua Co.Ltd(600160) ) and the national integrated circuit industry investment fund Co., Ltd. (hereinafter referred to as the industrial investment fund) have been the largest shareholders of the company. From January 2018 to March 2021, their shareholding ratio was 39.00%. In March 2021, the shareholding ratio of shareholders was diluted in the same proportion due to the capital increase of Hengxin enterprise. From March 2021 to the issuance date of this special instruction, The shareholding ratio of both was 351999%. According to the provisions of the company law and the articles of association, the voting rights enjoyed by any single shareholder according to its shares during the reporting period are not enough to have a decisive impact on the resolutions of the company's general meeting of shareholders; No single shareholder nominates more than half of the seats of the board of directors in the board of directors, and cannot control the board of directors of the company alone or unilaterally decide the business decisions of the company and its subsidiaries. The company has no controlling shareholder or actual controller. According to the written confirmation issued by all shareholders, there is no concerted action arrangement between all shareholders, nor seek concerted action with other shareholders or other arrangements for joint control of the company; Zhongjuxin Technology Co., Ltd. (hereinafter referred to as zhongjuxin Co., Ltd.) / zhongjuxin Co., Ltd. has no actual controller and does not belong to the object controlled by any shareholder Zhejiang Juhua Co.Ltd(600160) does not control the company, which is in line with the actual situation.
According to the accounting standards for Business Enterprises No. 33 - consolidated financial statements and Its Application guide on control, and in combination with the relevant facts and conditions of giant core company, Zhejiang Juhua Co.Ltd(600160) non controlling company meets the relevant requirements of accounting standards for business enterprises, as follows:
(1) Purpose of the establishment of China Giant core Corporation
In order to adapt to the characteristics of technical barriers, market barriers, high industry concentration and low degree of localization in the electronic and chemical materials industry, accelerate the introduction of influential investors in electronic and chemical materials and other related industries and teams of advanced technologies and talents at home and abroad, gather development resources, promote the localization of electronic and chemical materials products and overtaking in industrial corners, and grasp the rapid development of the national integrated circuit industry The favorable opportunity of accelerating the transfer of international production capacity to China, Zhejiang Juhua Co.Ltd(600160) joint industrial investment fund, yuanfuhai, Yingchuan fund, Shengxin fund, Juyuan Juxin and other five external investment institutions jointly established zhongjuxin Co., Ltd. in December 2017, with a registered capital of 1 billion yuan. According to the situation statement issued by Zhejiang Juhua Co.Ltd(600160) , as an industrial platform jointly invested by industrial investment fund and local state-owned assets, Zhejiang Juhua Co.Ltd(600160) has no ability to control its shareholders' meeting and board of directors during its actual operation. These facts are supported by Zhejiang Juhua Co.Ltd(600160) public disclosure information.
(2) Business activities and decision-making mechanism of China Giant core Corporation
1) Zhongjuxin company focuses on the field of electronic chemical materials, mainly engaged in the R & D, production and sales of electronic wet chemicals, electronic special gases and precursor materials. During the reporting period, giant core realized its operating revenue and profit mainly by selling electronic wet chemicals and electronic special gases to customers in downstream integrated circuits, display panels, photovoltaic and other fields.
2) The decision-making mechanism of giant core is as follows:
The articles of association of zhongjuxin Technology Co., Ltd. stipulates that the shareholders' meeting shall make resolutions on the matters discussed, and the general resolutions shall be adopted by shareholders with more than half of the voting rights, but the resolutions on Amending the articles of association, increasing or reducing the registered capital, as well as the merger, division, dissolution or change of corporate form of the company must be adopted by shareholders representing more than two-thirds of the voting rights.
The articles of association of zhongjuxin Technology Co., Ltd. stipulates that shareholders exercise their voting rights with the number of voting shares they represent, and each share has one vote; Ordinary resolutions made by the general meeting of shareholders shall be adopted by shareholders with more than half of the voting rights, and special resolutions shall be adopted by shareholders representing two-thirds of the voting rights.
Accordingly, the formation of a resolution at the general meeting of shareholders of the company requires at least the consent of more than half of the voting rights held by the shareholders attending the general meeting of shareholders.
3) According to the recognition of "relevant activities refer to the activities that have a significant impact on the return of the investee" in the accounting standards for Business Enterprises No. 33 - consolidated financial statements, the sales and purchase of goods or services, the management of financial assets, the purchase and disposal of assets, research and development activities, financial activities and other related activities of giant core during the reporting period shall be deliberated by the shareholders' meeting, the board of directors and The general manager's office meeting shall review or approve it, as follows:
① Shareholders' meeting level
Decision making of the company's corresponding specific activities during the reporting period of accounting standards for business enterprises
Defined activity categories
Signed daily business contracts with Juhua Group and Zhejiang Juhua Co.Ltd(600160) for deliberation at the shareholders' meeting, and the selling shareholders of related goods or services avoided voting
Sale and purchase [Note 1] confirm the company's three-year related party transactions, and it is expected to be deliberated at the general meeting of shareholders from July to December 2021. The amount of related party transactions will be closed and the shareholders will avoid voting
The purchase of assets and the company's participation in the public delisting of Zhejiang Borui Electronic Technology Co., Ltd. are deliberated at the shareholders' meeting and related parties
Shareholders with 100% equity of [Note 2] and 100% equity of Zhejiang Kaisheng Fluorine Chemical Co., Ltd. avoided voting
Deliberation of the shareholders' meeting on the establishment of subsidiaries in Qianjiang, Hubei and Tianjin
Deliberation on the implementation of the project of ultra pure electronic chemicals with an annual output of 52500 tons in Qianjiang
(Qianjiang project phase I)
Initial public offering of RMB common shares (A shares) and its listing on the science and Innovation Board
Investment projects of listed raised funds and their feasibility study report (reviewed by Qianjiang annual general meeting of shareholders)
Production of 196000 tons of ultra pure electronic chemicals (project)
The joint and several liability for bank loans of its subsidiaries Borui electronics and Kaisheng fluorochemical was deliberated at the shareholders' meeting
Guarantee for financial activities, with a total guarantee amount of no more than 72 million yuan
The joint and several liability for bank loans of its subsidiaries Borui electronics and Kaisheng fluorochemical was deliberated at the shareholders' meeting
Guarantee, the total guarantee amount shall not exceed RMB 463.3 million
Annual main work objectives and key work to be deliberated at the shareholders' meeting
year
