Shanghai Stock Exchange document szkss (refinancing) [2022] No. 7
-- Inquiry letters on the examination of Suzhou Uigreen Micro&Nano Technologies Co.Ltd(688661) application documents for issuing shares to specific objects Suzhou Uigreen Micro&Nano Technologies Co.Ltd(688661) , Guotai Junan Securities Co.Ltd(601211) : 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 According to the laws and regulations and relevant provisions of the exchange, the audit institution of the exchange reviewed the application documents of Suzhou Uigreen Micro&Nano Technologies Co.Ltd(688661) (hereinafter referred to as the issuer or company) for issuing shares to specific objects, and formed the first round of questions.
1. About the pre raised project and the current raised project
According to the application materials: (1) as of September 30, 2021, the company has used 64.411 million yuan of the funds raised in the previous IPO, accounting for 20.65% of the net funds raised in the previous IPO; (2) As of September 30, 2021, the issuer's trading financial assets were RMB 201.793 million, mainly bank financial products purchased by the issuer, and there were no trading financial assets in 2018-2020; (3) There is a big difference between this raised investment project and the previous raised investment project; (4) The investment contents of the previous raised investment project and the current raised investment project include construction engineering investment, purchase of production, R & D equipment and corresponding supporting facilities.
The issuer is requested to explain: (1) the latest progress and subsequent construction, fund use and expected use progress of the pre raised project, the reasons for the low use proportion of the raised fund, whether it is promoted as planned, whether there is any delay, and the specific differences between the pre raised project and the pre raised project; (2) The specific contents and uses of the equipment and construction works purchased in the previous raised investment project, the main differences and connections between the raised project and the previous raised project, whether the equipment and production line are shared, whether there is duplication in the contents to be invested or purchased in the two raised investment projects, and analyze the rationality and necessity of the raised project in combination with the above situations; (3) Whether the raised funds can be clearly distinguished from the raised funds, and whether there may be mixed use; (4) In combination with the time interval between the two raising and investment, analyze whether the raised funds meet the requirements of question 1 of the examination and answer of securities issuance and listing of listed companies on the science and innovation board.
2. Feasibility of the project
According to the application materials: (1) the "MEMS process wafer test probe R & D and mass production project" and "substrate level test probe R & D and mass production project" of this raised investment project are quite different from the company's existing business "semiconductor chip test probe" in terms of technical talent reserve, production process and production equipment; (2) The company has no production capacity and on-hand orders for the products involved in the new raised investment project; (3) In this raised investment project, the manufacturing of MEMS process wafer test probe products has high requirements for the accuracy of processing equipment and process, and most of the equipment playing a major role in the production process are imported equipment; (4) The production process of semiconductor chip test probe is similar to that of substrate test probe. The company needs to purchase new equipment and further develop more sophisticated processing and manufacturing technology on the basis of existing precision processing.
The issuer is requested to explain: (1) the technical difference and difficulty difference between this raised investment and the issuer's semiconductor chip test probe business; Analyze the issuer's ability to implement the raised investment project in combination with the issuer's R & D personnel composition, technology accumulation, R & D achievements, market development and business preparation; (2) Analyze whether there are obstacles and potential risks in the acquisition of such equipment by the issuer and the issuer's Countermeasures in combination with the purpose of the equipment to be purchased, the place where it can be purchased, the international trade situation and relevant national trade policies, and analyze the enforceability of the raised project in combination with the foregoing; (3) Estimated new capacity after project implementation, and whether the issuer has corresponding digestion capacity.
3. About probe project
According to the application materials: (1) the R & D and mass production project of MEMS process wafer test probe mainly includes equipment investment of 350.45 million yuan and R & D cost of 51.2 million yuan; The R & D and mass production project of substrate level test probe mainly includes equipment investment of 99.53 million yuan and R & D cost of 13.4 million yuan; (2) As of the end of the reporting period, the book value of machinery and equipment in the issuer's fixed assets was 26.2179 million yuan.
The issuer is requested to explain: (1) the specific content and purpose of equipment investment in MEMS process wafer test probe R & D and mass production project and substrate level test probe R & D and mass production project, and the fairness of relevant equipment pricing; (2) The main purpose of the issuer's existing machinery and equipment, and the reason, purpose and necessity of raising funds to purchase a large number of machinery and equipment under the condition that the issuer's current machinery and equipment is small; (3) Whether the main composition of R & D expenditure of the issuer's raised investment projects is significantly different from that of R & D expenditure in the reporting period. Please report to the accountant for verification and comment.
4. Supplementary working capital
According to the application materials: (1) the raised investment projects of issuing shares to specific objects include the supplementary working capital of 139.42 million yuan; (2) The issuer calculates based on the expected growth rate
The working capital gap in 2022-2024 is 202443600 yuan, of which the expected growth rate of operating revenue in 2021 is 64.12%, and the expected operating revenue in 2022-2024 is 530666500 yuan, 748030800 yuan and 105442880 yuan respectively; (3) As of the end of the reporting period, the issuer's monetary capital was 143.7716 million yuan and trading financial assets were 201.793 million yuan, mainly bank financial products purchased by the issuer with idle funds.
The issuer is requested to explain: (1) in combination with the changes in the income of the probe project, explain the reasons why the issuer expects the growth rate of operating income in 2021 to be much higher than that in 2020, and the reasons for the rapid growth of operating income in 2022-2024, and further analyze the basis and rationality of working capital calculation; (2) Further analyze the rationality of the issuer's current replenishment scale and the necessity of this financing in combination with the actual use of replenishment funds in IPO raised investment projects, the issuer's monetary fund balance and the specific situation of idle funds purchasing financial management. The reporting accountant shall: (1) check and express clear opinions; (2) Check the non capital expenditure in the raised investment fund and give clear opinions.
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.
5. Calculation of financing scale and income
According to the application materials: (1) the net amount of the total raised funds after deducting the issuance expenses will be used to invest 435.94 million yuan in the R & D and mass production project of MEMS process wafer test probe and 124.64 million yuan in the R & D and mass production project of substrate level test probe; (2) The after tax internal rate of return of MEMS process wafer test probe R & D mass production project is 16.76%, and the after tax static investment payback period is 6.98 years; The after tax internal rate of return of substrate level test probe R & D mass production project is 16.98%, and the after tax static investment payback period is 6.91 years;
The issuer is requested to explain: (1) the calculation basis of the investment amount of each raised investment project, whether it is invested with the raised funds, and explain the rationality of the investment scale of this raised investment project by comparing the company's existing business investment scale and the situation of comparable companies in the same industry; (2) The process and basis of income calculation of the raised investment project, including the specific calculation process of predicted income, sales volume, gross profit margin, net profit margin, net interest rate and after tax internal rate of return of the project in each year; (3) Division time and basis of R & D stage and mass production stage of each project; (4) Simulate and calculate the impact of relevant depreciation, amortization and other expenses on the company's financial status and asset structure after the IPO raised investment project and the current raised investment project reach the expected serviceable state; (5) Whether there is a clear distinction and basis between the income calculation of the previous raised project and the income calculation of the current raised project.
The reporting accountant is requested to check and express opinions.
6. About gross profit margin
According to the application materials: (1) during the reporting period, the gross profit margin of the issuer's semiconductor chip test probe was 14.86%, 32.10%, 38.91% and 46.35% respectively, showing a significant upward trend, mainly due to the scale effect; (2) During the reporting period, the revenue proportion and gross profit margin of the company's micro electro mechanical (MEMS) precision electronic parts products maintained a downward trend; (3) During the reporting period, the gross profit margin of the issuer's precision structural parts was 37.77%, 42.38%, 39.93% and 27.43% respectively, showing a downward trend after 2019, mainly due to the strong bargaining power of downstream customers and the downward trend of product prices, resulting in the decline of the overall gross profit margin; (4) During the reporting period, the income of other products in precision structural parts products increased significantly, but the gross profit margin decreased significantly.
The issuer is requested to explain: (1) further analyze the reasons for the high growth rate of gross profit margin of semiconductor chip test probes in the last year and the first phase in combination with product unit price, unit cost and sales; (2) In the case of the decline in the proportion of revenue and gross profit margin of micro electro mechanical (MEMS) precision electronic parts products, whether the issuer continues to expand the production according to the previous raised investment project, whether the product meets the business needs, and the digestion capacity and basis of new production capacity; (3) Further analyze the unit price change of the issuer's precision structural parts and its impact on the gross profit margin in combination with the product market competition and the unit price change of similar products of comparable companies in the same industry, and whether there is the possibility of continuous decline in the unit price; (4) Reasons and rationality for the substantial increase in the specific content and revenue of other products in precision structural parts products but the decline in gross profit margin.
The reporting accountant is requested to check and express opinions.
7. Other
7.1 according to the application materials: the MEMS process wafer test probe R & D and mass production project and substrate level test probe R & D and mass production project in the raised investment project are applying to the relevant competent authorities for EIA approval.
The issuer is requested to explain the progress of the EIA of the raised investment project, whether there are relevant obstacles and have an impact on the implementation of the project.
7.2 according to the application materials: the company purchased 7 industrial plants from Hitachi UHV located at No. 196 Putuoshan Road, high tech Zone, Suzhou. The total price of houses and land is 61784344 yuan. The delivery of 7 plants and land has been completed. The company has paid 30% of the price of houses and land. The company will continue to perform its payment obligations in accordance with the contract. Please explain to the issuer: the latest progress in purchasing the above land and houses, the time of subsequent payment, the handling of property certificates, and whether there are ownership disputes or other disputes.
The recommendation institution and the issuer's lawyer shall check and express clear opinions.
7.3 according to the application materials, Luo Xingshun, the actual controller of the issuing company, plans to subscribe for the issuer's shares with its own funds of 10 million yuan.
Please explain to the issuer: the reason why the actual controller subscribes for relevant shares and the specific source of funds, and whether it is its own funds.
7.4 the issuer is requested to explain whether the issuer holds financial investment with large amount and long term in the Q & A on issuance supervision - regulatory requirements on guiding and standardizing the financing behavior of listed companies (Revised).
The reporting accountant is requested to check and express 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 the listing examination center of Shanghai Stock Exchange on January 13, 2022
