Inquiry letter on the examination of Beijing Relpow Technology Co.Ltd(300593) application for issuing shares to specific objects
Audit letter [2022] No. 020106 Beijing Relpow Technology Co.Ltd(300593) :
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 institution of this exchange has examined the application documents of Beijing Relpow Technology Co.Ltd(300593) (hereinafter referred to as the issuer or company) for issuing shares to specific objects, And form the following audit questions. 1. In 2019, 2020, 2021 and January March 2022, the company achieved operating revenue of 772346100 yuan, 842624300 yuan, 1477721400 yuan and 471128200 yuan respectively, of which 2020 and 2021 increased by 9.10% and 75.37% respectively compared with the previous year; The comprehensive gross profit margins are 41.28%, 48.27%, 47.28% and 45.03% respectively, of which the gross profit margins of high-power power supply and power supply and distribution system are 32.87%, 33.09%, 34.78% and 18.94% respectively. In the last three years and the first period, the proportion of the company’s overseas revenue in the operating revenue was 21.20%, 8.29%, 25.74% and 31.88% respectively. Baytec Limited was established on February 21, 2020 and has become the top five customers of the company since 2021. The sales amount of the company to baytec limited in 2021 and January March 2022 were 1530499 million yuan and 1074487 million yuan respectively, accounting for 10.36% and 22.81%.
The issuer is requested to supplement: (1) whether the specific reasons and rationality of the substantial increase in the company’s operating revenue in 2021 are consistent with those of comparable companies in the same industry; (2) The reason and rationality of the sharp decline in the gross profit margin of high-power power supply and power supply and distribution system in the latest period, and whether there is a risk of continuous decline (; 3) combined with the establishment time of baytec limited, shareholders or core team, personnel, background and process of cooperation with the company, specific contents of the purchased company’s products, final sales region and customers Whether the gross profit margin and settlement terms are significantly different from other major customers, the amount of accounts receivable in each year of the reporting period and the collection after the period, and other factors explain the reason and rationality that the customer can become the company’s largest customer in the second year after its establishment, whether the cooperation with the company is stable and sustainable, whether it has commercial essence, and whether the actual controller and core personnel of baytec limited cooperate with the directors and directors of the listed company Supervisors, senior managers and related parties have related or special relationships; (4) The specific reasons, rationality and sustainability of the substantial increase of the company’s overseas revenue and proportion in the last year and the first period, and in combination with the regional distribution of overseas sales, the names of overseas main customers and sales methods during the reporting period, explain whether there are major changes in the trade policies of the countries where the overseas main customers are located and their specific impact, and the impact of international trade friction and covid-19 epidemic on the company’s production and operation, overseas sales orders Whether the collection of major customers continues to have a relatively adverse impact.
The issuer is requested to disclose the risks related to the above matters.
Ask the sponsor and accountant to check and give clear opinions; ask the lawyer of the issuer to check (3) and give clear opinions; ask the sponsor and accountant to explain the verification procedures, verification means, verification scope (proportion of specific amount involved in each verification method) and verification conclusion of the issuer’s overseas sales, and give clear verification opinions.
2. At the end of each reporting period, the company’s inventory balance is large, which are RMB 30 Beijing Sanfo Outdoor Products Co.Ltd(002780) 0, RMB 427044300, RMB 744062200 and RMB 780897600 respectively. On November, 2018, Yongli Technology Co., Ltd. (hereinafter referred to as Wuhan Yongli Technology Co., Ltd.) acquired a goodwill of 9.532 million yuan. During the reporting period, the company accrued 2.9452 million yuan of goodwill impairment loss in 2019.
The issuer is requested to supplement: (1) explain the reason and rationality of the company’s high inventory amount and whether the provision for inventory falling price is sufficient in combination with the procurement and sales mode, inventory item composition, marketable turnover of products, customer changes, capacity expansion, inventory digestion and comparison with comparable companies in the same industry; (2) In combination with the specific methods and parameters of goodwill impairment test at the end of each reporting period and the performance of the underlying assets during the reporting period, explain and disclose the adequacy of goodwill impairment provision and whether there is any risk of further goodwill impairment in the future. The issuer is requested to disclose the risks related to the above matters.
The sponsor and accountant are requested to check and express clear opinions.
3. In 2021, the production capacity of the company’s products in special fields such as aviation, aerospace and shipbuilding will be 737300 sets, and the production capacity of products in communication and network will be 2787400 sets; By the end of March 2022, the company’s net assets were 143417000 yuan and the balance of monetary funds was 247794100 yuan. The total amount of funds raised by the company this time does not exceed 1580576800 yuan. It plans to invest in special power supply expansion project (hereinafter referred to as project I), high reliability SIP power microsystem product industrialization project (hereinafter referred to as Project II), 5g communication and server power supply expansion project (hereinafter referred to as project III), R & D center construction project (hereinafter referred to as project IV) and supplementary working capital. The total investment of the project is 1895569600 yuan. The predicted unit prices of the products put into operation in project I, Project II and project III are higher than the historical average unit prices of the corresponding products of the company, and the estimated gross profit margin after reaching the production level is lower than the gross profit margin level of the corresponding products of the company in 2021. Projects I, II and IV are constructed on the same land. At present, the land is undergoing the bidding, auction and listing procedures. It is expected that the listing and transfer procedures will be completed in May 2022, and the EIA procedures are being handled.
The issuer is requested to add: (1) the specific differences between the special power supply, high reliability SIP power microsystem products, 5g communication and server power supply expanded in this raised investment project and the company’s existing products in terms of purpose, main functions and target customers, and whether this raised investment project involves new products (; 2) the high reliability SIP power microsystem products are the products completed and developed by the company in 2020, Explain whether the company’s existing high reliability SIP power microsystem products need to obtain relevant certification qualifications from customers, whether relevant technologies have high technical barriers and the issuer’s relative competitive advantage; (3) The scale of this fund-raising exceeds the net assets of the issuer in the latest period, indicating the reason and rationality of the company’s large capital investment and production expansion project, and whether the company has the corresponding capital, technology and personnel reserves and the experience and ability to implement multiple project management at the same time, combined with the issuer’s own financial situation, bank credit and other financing capabilities The project construction payment arrangement shall explain the plan and feasibility of subsequent self raised funds, and whether there is a risk that the raised investment project cannot be normally promoted due to insufficient fund-raising; (4) In combination with the issuer’s industry status, the current capacity utilization of the company, the new capacity of the raised investment project, orders on hand or intentional orders, the situation of comparable companies in the same industry, explain the rationality of the new capacity scale of the raised investment project and the capacity digestion measures, and whether there is a risk of large capacity idle; (5) In combination with the industry development trend, current and future unit price change trend, explain the reason and rationality that the predicted unit price of power supply and high reliability SIP power microsystem products in special fields are higher than the current unit price and the predicted gross profit rate is lower than the current gross profit rate, whether the risk of unit price decline caused by intensified competition in the future is considered when predicting the average unit price of products in communication and network fields, and whether the benefit calculation of this raised investment project is cautious; (6) Whether all the approval procedures and qualifications required for the implementation and future sales of the raised investment project have been obtained, the latest progress and expected completion time of the land use right certificate and environmental assessment procedures, whether there are substantive obstacles, whether there will be a significant adverse impact on the implementation of the raised investment project and the countermeasures; (7) Details of equipment purchase, installation and construction project investment of the raised investment project, whether the calculation of construction engineering cost in the investment composition of project I, II and IV can be accurately distinguished, whether there is double calculation, whether the new plant and R & D center are for the company’s own use, and whether they are planned to be rented or sold; (8) The current progress of the project invested with raised funds, the amount invested and the source of funds; (9) Quantitative analysis of the impact of new depreciation and amortization on future operating performance.
The issuer is requested to supplement and disclose the risks related to (2) (3) (4) (5) (6) (9). The sponsor is requested to check and give a clear opinion, the accountant is requested to check and give a clear opinion on (5) (7) (8) (9), and the lawyer of the issuer is requested to check and give a clear opinion on (6). 4. By the end of March 2022, the issuer’s other receivables were 5.6244 million yuan, other current assets were 341055 million yuan, investment in other equity instruments was 9.814 million yuan, and long-term stock investment was 439321 million yuan. The issuer’s foreign investment includes Shenzhen Chengtai Technology Co., Ltd. (hereinafter referred to as Chengtai Technology), Wuhan Junheng Technology Co., Ltd. (hereinafter referred to as Junheng Technology), Beijing Digital Industrial Software Technology Co., Ltd. (hereinafter referred to as digital industrial software) and Guangdong Weier Technology Co., Ltd. (hereinafter referred to as Weier Technology). The issuer believes that it is not a financial investment. Yongli technology is located in the 569909 square meter building of No. 1 road, Wuda science and Technology Park, East Lake Development Zone, which is currently used for rent. The balance of the issuer’s investment real estate at the end of 2021 was 283619 million yuan.
The issuer is requested to supplement: (1) since the first six months of the relevant board of directors of this offering, the specific situation of the financial investment implemented or planned to be implemented by the company, and in combination with the company’s main business, explain whether the company holds a large amount of financial investment (including financial business) at the end of the latest period, Whether it meets the requirements for financial investment and financial business in the examination questions and answers on securities issuance and listing of companies listed on GEM (hereinafter referred to as the examination questions and answers); (2) Up to now, the shareholding structure of Chengtai technology, Junheng technology, digital industrial software and Weier technology, the issuer’s previous capital contribution process, subscribed and paid in amount and future capital contribution plan to the above subjects; (3) Whether the company’s main business is to expand the business scope of Hengtai technology, Weiji technology chain and its downstream customers through the specific strategic investment channels of Hengtai technology and Weiji technology chain, and whether the company’s main business is to obtain the above-mentioned orders through the specific business scope of Hengtai technology and Weiji technology chain, The issuer does not recognize the investment as a financial investment, and whether it complies with the relevant provisions of the audit questions and answers; (4) 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.
The sponsor is requested to check and give clear opinions, and the lawyer of the issuer is requested to check (4) 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
May 20, 2022
