Shanghai Stock Exchange document szkss (refinancing) [2022] No. 105
— second round examination inquiry letter on Guangdong Lyric Robot Automation Co.Ltd(688499) issuing convertible corporate bonds to unspecified objects
Guangdong Lyric Robot Automation Co.Ltd(688499) , Minsheng Securities Co., Ltd.: in accordance with the securities law, the measures for the administration of securities issuance and 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 and regulations, as well as all relevant provisions of the company, The audit institution of the exchange reviewed the application documents of Guangdong Lyric Robot Automation Co.Ltd(688499) (hereinafter referred to as the issuer or company) for issuing convertible corporate bonds to unspecified objects, and formed the second round of questions.
1. Industrialization project of special aircraft in the front and middle section of lithium battery and complete equipment of the whole line
According to the reply of the first round of inquiry, 1) the plant area where the raised investment project is located does not involve machining process, and the plant area where the project is located does not make large investment in machinery and equipment, but only purchases equipment and software for plant operation management, logistics and warehousing, quality inspection and daily office. Therefore, all the funds raised by the company for this project are used for plant construction and decoration and land purchase. 2) The main determinant of the company’s production capacity is the production related plant. The area of the plant for placing equipment is limited. At the same time, the larger the floor area, the higher the value of equipment products. Therefore, the shipment scale (i.e. the order amount corresponding to the production and assembly products completed in the factory in the current period) can be used as an alternative index for the plant to achieve production capacity. By 2025, the company’s shipment scale is expected to reach 6222841 million yuan.
According to the initial application materials, the company’s lithium battery manufacturing equipment includes consumer lithium battery equipment and power lithium battery equipment, mainly consumer lithium battery equipment. The relevant equipment of the company’s raised investment project is mainly power lithium battery equipment.
The issuer is requested to explain: (1) the application of the company’s core technology in various links such as design, production, assembly and testing, the main purpose of the existing machinery and equipment and its matching with the output, the specific content and production mode of the equipment to be invested in this raised investment project, the differences and reasons between this raised investment project and the existing and previous raised investment projects, and explain the rationality of the non large amount of machinery and equipment investment in this raised investment project in combination with the above situation, Whether the raised investment project meets the relevant requirements for investment in the field of scientific and technological innovation; (2) The division basis of consumer lithium battery equipment and power lithium battery equipment, whether there are differences in product performance and technical level, and explain the specific situation of the company’s transformation to power lithium battery equipment and its market position in the field of power lithium battery equipment in combination with the orders in hand and the situation of main customers; (3) The main types of equipment included in the whole line products in the raised investment project, the technical barriers of assembling the whole machine from a special machine, and whether the issuer has sufficient technical reserves; (4) Combined with the company’s product production process, product delivery form and cycle, it shows that the main determinant of the company’s production capacity is the rationality of production related plants; Explain the future shipment scale and calculation basis of the company in combination with the floor area and unit price of main products; (5) Combined with the calculation basis of the demand for new and updated lithium battery equipment, the capacity expansion or output growth of comparable companies in the same industry, the issuer’s future market share and prediction basis, and the calculation basis and rationality of the amount of pre signed planned orders of the issuer’s participation in customer production projects, analyze the rationality of the issuer’s new capacity planning and whether the capacity of raised investment projects can be fully digested.
The recommendation institution is requested to verify the above matters and express clear opinions.
2. Investment scale
According to the reply of the first round of inquiry, 1) the raised investment project is mainly to build assembly workshop and supporting office and accommodation areas, with a total construction area of 30923942 m2. 2) The unit cost of plant construction and decoration is about 300000 yuan / m2, which is higher than the unit cost of previously raised projects and the unit area construction and decoration cost of construction projects of some listed companies in the same region and listed companies in the same industry in recent two years.
The issuer is requested to explain: (1) distinguish the workshop, office and accommodation area, explain the specific composition of the construction area, and analyze the rationality of the proportion of the raised office and accommodation area in combination with the previous raised investment projects and the construction projects of Listed Companies in the same industry; (2) The rationality of the unit cost of the raised project is higher than that of the previous raised project and the construction projects of some listed companies in the same region and in the same industry.
The recommendation institution and the reporting accountant are requested to verify the above matters and express clear opinions.
3. Benefit calculation
According to the reply of the first round of inquiry, 1) the annual average sales of coater, die-cutting machine, lamination / winding machine and the whole line of the project are 35 sets, 35 sets, 180 sets and 70 sets respectively. By 2025, the company’s shipment scale is expected to reach 6222841 million yuan. 2) The issuer did not specify the specific composition of operating costs. The raised investment project mainly meets the processing needs of parts through existing production equipment or outsourcing procurement and processing. 3) The gross profit margin of the whole line of the raised project is higher than that of the whole line during the reporting period, mainly because the gross profit margin of the whole line order will gradually approach the gross profit margin of the special machine for cell assembly. The large-scale mass production of die-cutting machine has not been realized during the reporting period. The estimated gross profit margin refers to the gross profit margin of other models in the process section and similar products of competitors in the same industry, but the gross profit margin of similar models of comparable companies in the same industry is not listed. 4) Other income is the estimated tax refund amount of the current year according to the actual tax refund of previous years and the calculation method of VAT on embedded software products. 5) The net interest rate of the issuer from 2019 to 2021 is 10.47%, 9.82% and 9.11% respectively.
The issuer is requested to explain: (1) the specific basis and rationality of the estimated average annual sales volume reaching the production capacity, and the matching relationship with the shipment scale; (2) The specific composition of operating cost, including the amount and proportion of self-produced and purchased raw materials, and the rationality of the predicted cost in combination with the purchase of raw materials during the reporting period; (3) Combined with the situation of comparable companies, explain the specific basis that the gross profit margin of the whole line order will gradually approach the gross profit margin of the special machine for cell assembly, and predict the reason and rationality that the gross profit margin of the whole line is higher than that of the whole line in the reporting period; The specific basis and rationality of predicting the gross profit margin of die-cutting machine; (4) Calculation basis and calculation process of other benefits in benefit prediction; (5) The reasons why the annual net interest rate of the raised project is higher than that of the issuer during the reporting period; Combined with the realizability of sales volume and unit price, the comparison between the predicted gross profit margin and net profit margin and the gross profit margin and net profit margin in the reporting period, explain whether the benefit calculation is cautious and reasonable, and further improve the risk prompt of “capacity digestion and profit failure of the raised project”.
The recommendation institution and the reporting accountant are requested to check in combination with question 22 of the answers to some questions about refinancing business and give clear opinions.
4. About pre raised projects
According to the reply to the first round of inquiry, as of March 31, 2022, the overall cumulative proportion of funds used for pre raised projects was 29.50%, of which the industrial Siasun Robot&Automation Co.Ltd(300024) intelligent equipment production project and the industrial Siasun Robot&Automation Co.Ltd(300024) intelligent equipment R & D center project were 16.61% and 27.84% respectively.
The proportion of the investment raised in the previous time is relatively low, which is mainly due to the short start-up period of the construction project and the long settlement cycle of the construction project.
The issuer is requested to explain: (1) whether the issuer’s production and operation environment has changed in combination with the changes of customers; (2) The latest use proportion and specific amount up to now, combined with the low use proportion of the previously raised funds, the current capacity digestion and operation, explain the necessity and urgency of the raising.
The reporting accountant shall check the above matters and give clear opinions, and issue a special report on the latest use progress of the previously raised funds.
The company is requested to distinguish between “disclosure” and “explanation”. In addition to applying for exemption, the disclosure content should be added to the prospectus. The explanation content is the content of inquiry reply and need not be added to the prospectus; If 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 company’s reply item by item, and write the general opinion that “the institution has checked the company’s reply in this reply material to confirm and ensure its authenticity, completeness and accuracy” after the company’s reply.
Shanghai Stock Exchange
May 20, 2002
Key words: inquiry letter on refinancing of science and Innovation Board
Issued by Shanghai Stock Exchange science and Innovation Board listing Audit Center on May 20, 2022
