Reply to the third round of examination and inquiry letter on Shanghai Titan Scientific Co.Ltd(688133) application documents for issuing shares to specific objects
Sponsor (lead underwriter)
Shanghai Stock Exchange, North block of excellence Times Plaza (phase II), No. 8, Zhongxin Third Road, Futian District, Shenzhen, Guangdong:
We have received the inquiry letter on the third round of examination of Shanghai Titan Scientific Co.Ltd(688133) application documents for issuing shares to specific objects (hereinafter referred to as the “inquiry letter”) issued by your exchange on December 29, 2021, Shanghai Titan Scientific Co.Ltd(688133) (hereinafter referred to as ” Shanghai Titan Scientific Co.Ltd(688133) “, “issuer” and “company”) Citic Securities Company Limited(600030) (hereinafter referred to as “sponsor”, Citic Securities Company Limited(600030) ), Daxin Certified Public Accountants (special general partnership) (hereinafter referred to as “accountant” and “reporting accountant”), Beijing Deheng Law Firm and other relevant parties have implemented and verified the problems listed in the inquiry letter item by item. Now, the reply to the questions in the inquiry letter is as follows, please review. Unless otherwise specified, the abbreviations or terms in the reply report of this inquiry letter shall have the same meanings as those in the prospectus (draft declaration). explain:
1、 Unless otherwise specified, the abbreviations or terms in the reply report of this inquiry letter shall have the same meanings as those in the prospectus (draft declaration).
2、 The font in this reply report represents the following meanings:
Bold (not bold): the questions listed in the inquiry letter
Arial (not bold): reply to the questions listed in the inquiry letter
Italics (BOLD): amendments and supplements to the prospectus and other application documents
Italics (not bold): references to the prospectus and other application documents
catalogue
1. About financial investment 42. On the rationality of new capacity fourteen
1. On financial investment
According to the inquiry reply and public information, the industrial fund invested by the company is Shanghai Titan Heyuan phase I private investment fund partnership (limited partnership), and the company will subscribe 31 million yuan as a limited partner. (1) Xie Yingbo, the actual controller of the company, is the actual controller of Heyuan private placement. When there is a conflict between the listed company and the fund, it cannot be guaranteed to protect the interests of the listed company, and there is a risk that the decision of Heyuan phase I fund may conflict with the interests of the company. (2) According to the revised Partnership Agreement (Draft) of Heyuan phase I fund, the investment field and scope of Heyuan phase I fund are enterprises in the field of high-end reagents, high-end instruments, high-end consumables, equipment, consumables and reagents in the development process of biomedicine, but the fund has not actually invested, and the issuer has no effective measures to ensure that the future investment field of the fund is implemented in accordance with the agreement. (3) In the next 12 months, the company may make additional investment in the industrial chain coordination fund, including but not limited to Heyuan phase II fund.
Please explain to the issuer: (1) analyze whether the private placement fund is prudent and reasonable not recognized as a financial investment in combination with question 5 of the audit Q & A; (2) Whether the financial investment (including financial investment) implemented or proposed to be implemented by the company has been deducted from the total amount of funds raised from six months before the resolution date of the relevant board of directors of this issuance to this issuance.
The recommendation institution is requested to check and express clear opinions.
reply:
1.1 description of the issuer
(I) in combination with question 5 of the audit Q & A, analyze whether the private placement fund is not recognized as a financial investment and whether it is prudent and reasonable
1. The company’s investment in Heyuan phase I fund is not a financial investment
In accordance with paragraph 2 of question 5 of the examination and answer for securities issuance and listing of companies listed on the science and Innovation Board of Shanghai Stock Exchange (hereinafter referred to as “examination questions”), “Industrial investment for the purpose of obtaining technology, raw materials or channels, M & A investment for the purpose of acquisition or integration, and entrusted loans for the purpose of expanding customers and channels around the upstream and downstream of the industrial chain are not defined as financial investment if they meet the company’s main business and strategic development direction.”
According to the revised Partnership Agreement (Draft) of Shanghai Titan Heyuan phase I private investment fund partnership (limited partnership) (hereinafter referred to as “Heyuan phase I fund”), the agreement defines that the investment field and scope of Heyuan phase I fund are enterprises in the field of high-end reagents, high-end instruments, high-end consumables, equipment, consumables and reagents in the development process of biomedicine; It also defines the cooperation mode between the investment enterprises of Heyuan phase I fund and Shanghai Titan Scientific Co.Ltd(688133) , that is, after Heyuan phase I fund invests in enterprises in the above fields, the invested enterprises will carry out business cooperation with Shanghai Titan Scientific Co.Ltd(688133) , including technical consultation and guidance, raw material supply, sales channel expansion, etc.
The enterprises in the field of high-end reagents, high-end instruments, high-end consumables, equipment, consumables and reagents in the development process of biomedicine invested by the above Heyuan phase I fund are mainly upstream enterprises of the company, and a few are downstream enterprises of the company. After Heyuan phase I fund invests in enterprises in the above fields, the company will cooperate with the invested enterprises through business cooperation methods such as OEM production, new product cooperative R & D, technical guidance and sales channel expansion. For example, the invested enterprises can provide OEM production services, high-end reagents, high-end consumables and other raw materials for the company’s own brands, In order to enrich the company’s existing product types and meet the needs of customers, the company can directly act as an agent for the invested enterprise’s high-end reagents, high-end instruments, high-end consumables, equipment, consumables, reagents and other products in the biomedical development process, or the invested enterprise can provide the company with existing customer resources, while the company can provide the invested enterprise with customer resources, sales channels Offline storage and distribution service capacity.
Therefore, the company’s investment in Heyuan phase I fund is aimed at investing in the upstream and downstream enterprises of the company, which is relevant and synergistic with the company’s main business, which is conducive to the company’s layout of projects in the upstream and downstream of the industrial chain in line with the company’s development strategy, and is in line with the “purpose of obtaining technology, raw materials or channels around the upstream and downstream of the industrial chain” It meets the conditions of “meeting the company’s main business and strategic development direction”. Therefore, according to question 5 of the audit Q & A, the company’s investment in Heyuan phase I fund is not a financial investment.
2. Based on the principle of prudence, the company has fully deducted the amount invested in Heyuan phase I fund from the total amount of funds raised this time
According to the revised Partnership Agreement (Draft) of Heyuan phase I fund, the investment field and scope of Heyuan phase I fund are enterprises in the field of high-end reagents, high-end instruments, high-end consumables, equipment, consumables and reagents in the development process of biomedicine. The company has clearly agreed in the partnership agreement on the investment field of Heyuan phase I fund, the mode of cooperation between the company and the invested enterprise, the establishment and implementation of internal control system, the appointment of relevant personnel to continuously follow up the operation of the fund, and the letter of commitment issued by the actual controllers of the company, Xie Yingbo, Zhang Qing, senior executive Ding Gaoxiang and Heyuan private placement, so as to protect the interests of the company, This will help ensure that Heyuan phase I fund will choose the investment direction according to the agreement, and the invested enterprise is related to the company’s main business and strategic development direction.
Xie Yingbo, the actual controller of the company, is the actual controller of Heyuan private placement. The investment decision-making committee of Heyuan phase I fund is composed of four people, namely Xie Yingbo, Zhang Qing, Ding Gaoxiang and Zhijiang. The investment decision-making of Heyuan phase I fund adopts the principle of more than three out of four votes.
Xie Yingbo is the actual controller and chairman of the company; Zhang Qing is the actual controller, director and general manager of the company; Gao Xiang is appointed as the deputy general manager and Secretary of the board of directors of the company. Therefore, the actual controller, directors and senior executives of the company can control the investment decision of Heyuan phase I fund, and the company cannot control the fund.
As of the issuing date of this reply, Heyuan phase I fund has not actually invested abroad, and because the company is unable to control Heyuan phase I fund, in the process of operation, investment and operation of Heyuan phase I fund, if the future investment field of Heyuan phase I fund is not implemented in accordance with the agreed investment direction, It will not be conducive to ensuring that the investment field of Heyuan phase I fund is related to the company’s main business and strategic development direction. Therefore, based on the principle of prudence, the company has fully deducted this part of the investment amount from the total amount of funds raised this time.
In conclusion, according to question 5 of the audit Q & A, the company’s investment in Heyuan phase I fund is not a financial investment. However, since the company is unable to control the fund, during the operation and investment operation of Heyuan phase I fund, it does not rule out that the future investment field of Heyuan phase I fund is not implemented in accordance with the agreed investment direction, which is not conducive to ensuring that the investment direction of Heyuan phase I fund is related to the company’s main business and strategic development direction, There may be a risk that the interests of listed companies cannot be guaranteed when the decision of Heyuan phase I fund conflicts with the interests of the company. Therefore, based on the principle of prudence, the company has fully deducted the proposed investment amount of 31 million yuan from the total amount of the raised funds.
3. Adjustment of the raised funds
According to the above contents, the company deducted 31 million yuan of Heyuan phase I fund to be invested by the company from the total amount of funds raised this time, and adjusted the issuance plan accordingly. The adjustment of the issuance plan does not constitute a major change in the issuance plan, and the approval procedures have been fulfilled. The adjustment of the issuance plan does not affect the issuance of the company. The specific circumstances are as follows:
(1) The content of the issuance plan and the adjustment of the total amount of raised funds
Before revision:
“The total amount of A-Shares issued to specific objects this time shall not exceed 1054345900 yuan (including this amount). The net amount of the total amount of funds raised this time after deducting the issuance expenses will be used in the following directions:
Unit: 10000 yuan
No. proposed investment of total investment raised funds of the project
1 Shanghai Titan Scientific Co.Ltd(688133) life science headquarters park project 77434.59 77434.59
2. Supplementary working capital project 28000.00 28000.00
Total 105434.59
Within the scope of the above raised capital investment projects, the company can appropriately adjust the investment sequence and specific amount of the corresponding raised capital investment projects according to the actual situation such as project progress and capital demand. Before the raised funds are in place, the company can invest with self raised funds according to the actual situation of the investment project with raised funds, and replace them after the raised funds are in place. After the raised funds are in place, if the actual net amount of raised funds after deducting the issuance expenses is less than the total amount of raised funds to be invested, the insufficient part shall be solved by the company with self raised funds.
If the total amount of funds raised by this issuance to specific objects is adjusted due to changes in regulatory policies or the requirements of issuance registration documents, it will be adjusted accordingly. “
Revised:
“The total amount of A-Shares issued to specific objects this time shall not exceed 1023345900 yuan (including this amount). The net amount of the total amount of funds raised this time after deducting the issuance expenses will be used in the following directions:
Unit: 10000 yuan
No. proposed investment of total investment raised funds of the project
1 Shanghai Titan Scientific Co.Ltd(688133) life science headquarters park project 77434.59 77434.59
2. Supplementary working capital items 24900.00 24900.00
Total 102334.59
Within the scope of the above raised capital investment projects, the company can appropriately adjust the investment sequence and specific amount of the corresponding raised capital investment projects according to the actual situation such as project progress and capital demand. Before the raised funds are in place, the company can invest with self raised funds according to the actual situation of the investment project with raised funds, and replace them after the raised funds are in place. After the raised funds are in place, if the actual net amount of raised funds after deducting the issuance expenses is less than the total amount of raised funds to be invested, the insufficient part shall be solved by the company with self raised funds.
If the total amount of funds raised by this issuance to specific objects is adjusted due to changes in regulatory policies or the requirements of issuance registration documents, it will be adjusted accordingly. “
(2) Adjustment of prospectus
The company has adjusted the total amount of raised funds in the prospectus and disclosed the following in “IV. investment direction of raised funds” of “Chapter II summary of this securities issuance”:
“The total amount of A-Shares issued to specific objects this time does not exceed 1023345900 yuan (including this amount), which are all cash subscriptions. The net amount of the total amount of funds raised this time after deducting the issuance expenses will be used in the following directions:
Unit: 10000 yuan
No. proposed investment of total investment raised funds of the project
1 Shanghai Titan Scientific Co.Ltd(688133) life science headquarters park project 77434.59 77434.59
2 supplementary working capital 24900.00 24900.00
Total 102334.59
”
(3) Approval procedures for the content of the issuance plan and the adjustment of the total amount of raised funds
① Deliberations of the board of directors
On December 30, 2021, the company held the 19th meeting of the third board of directors, deliberated and adopted the proposal on adjusting the company’s scheme of issuing A-Shares to specific objects in 2021, and the proposal on the company’s 2
