Reply to the inquiry letter on the examination of 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 examination of the application documents of Shanghai Shanghai Titan Scientific Co.Ltd(688133) joint stock company for issuing shares to specific objects (hereinafter referred to as the “inquiry letter”) issued by you on September 28, 2021. Shanghai Shanghai Titan Scientific Co.Ltd(688133) joint stock company (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 Shanghai Titan Scientific Co.Ltd(688133) life science headquarters park project 32. About the functional platform for R & D and transformation of scientific services 373. About the strategic reserve base of scientific research materials 694. About the customs declaration platform for import and export of scientific research materials 805. About the impact and benefit estimation of the raised investment project 866. With regard to replenishing working capital 1207. With regard to financial investments 1328. About the previously raised funds 1459. With regard to accounts receivable and cash flow 15310. With regard to inventory 17011. Others one hundred and seventy-five
1. About Shanghai Titan Scientific Co.Ltd(688133) life science headquarters park project
According to the application documents, (1) the amount of the issuer’s proposed raised investment this time does not exceed 1054345900 yuan, of which 774345900 yuan is used for the Shanghai Titan Scientific Co.Ltd(688133) life science headquarters park project, of which the construction cost is 450015100 yuan and the equipment purchase and installation cost is 216 million yuan; (2) The project plans to purchase about 91.5 mu of land in Fengxian comprehensive free trade zone. The company has signed an intention agreement on the project land, and will obtain the land use right after performing the bidding, auction and listing procedures. At present, no EIA reply has been obtained; (3) The project includes a functional platform for R & D and transformation of scientific services, a strategic reserve base for scientific research materials and a customs declaration platform for import and export of scientific research materials. The investment of raised funds is not disclosed separately.
The issuer is requested to make supplementary disclosure: (1) fund use arrangement, floor area, estimated implementation time and schedule of each sub project; (2) According to the requirements of question 2 of the examination and answer of securities issuance and listing of companies listed on the science and Innovation Board of Shanghai Stock Exchange, analyze whether each purpose is invested in the field of scientific and technological innovation item by item.
The issuer is requested to explain: (1) the specific details and calculation basis of the investment amount of each sub project; The fairness of land acquisition fees; Calculation process of construction cost; The main contents and necessity of the purchased equipment, the relationship with the existing equipment, and the fairness of the equipment price; Specific contents of basic reserve funds; (2) Analyze the necessity and timeliness of the implementation of the raised investment project in combination with the expected acquisition time of the land use right and the EIA reply. Please report to the accountant for verification and express clear opinions.
reply:
1.1 supplementary disclosure by the issuer
(I) fund use arrangement, floor area, estimated implementation time and schedule of each subproject
The company has supplemented and disclosed the following in “(V) estimated implementation time and overall schedule” of “I. Basic information of the investment project of the raised funds” in “Chapter III feasibility analysis on the use of the raised funds” of the prospectus:
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1. Overall project arrangement
The fund raised this time plans to build ” Shanghai Titan Scientific Co.Ltd(688133) life science headquarters park project” and supplement working capital. The ” Shanghai Titan Scientific Co.Ltd(688133) life science headquarters park project” intends to realize two functions: first, realize the independent R & D and production of high-end products of independent brands by building a “functional platform for R & D and transformation of scientific services”, specifically through six sub platforms in three categories: R & D and manufacturing of scientific research reagents, R & D and manufacturing of scientific research instruments and functional assistance; Second, through the construction of “strategic reserve base for scientific research materials” and “customs declaration platform for import and export of scientific research materials”, we can provide efficient import and export channels for the supply of scientific research materials, improve the reserve capacity, and ensure the stability of the supply chain of scientific research materials.
The overall schedule of the project is as follows:
Serial number project name overall schedule
The construction steps of the project shall be closely connected to realize the low consumption, 1 Shanghai Titan Scientific Co.Ltd(688133) life science, high quality and high efficiency of the project construction as far as possible. The total construction period of the project is 36 months, including 24 months for overall scheme design and plant construction of the headquarters park project; The construction of each production workshop and production line will be completed in 18 months. The work arrangement of each period can be carried out alternately.
The project funds will be used to meet the company’s R & D project development needs, the company’s continuous 2 replenishment of working capital, the project’s launch of new products and industrial expansion needs, and will be invested in time according to the company’s specific project or product progress.
2. Schedule of each subproject
The fund use arrangement, floor area, estimated implementation time and schedule of each subproject are as follows.
(1) Functional platform for R & D and transformation of scientific services
The total investment of the platform is 587172100 yuan, covering an area of about 39.24 mu, equivalent to 26161.15 square meters, and the new construction area is 56349.20 square meters. This platform includes 6 sub platforms, which can be classified into three categories: “R & D and manufacturing of scientific research reagents”, “R & D and manufacturing of scientific research instruments” and “functional assistance”, as follows.
Platform category estimated building area (M2) platform name
High clean level laboratory for R & D and manufacturing of scientific research reagents / manufacturing platform 35327.35 advanced reaction preparation platform
Comprehensive platform of precision machining technology
R & D and manufacturing of scientific research instruments 14389.59
R & D and manufacturing platform for key core components
In vitro platform for scientific research animals
Auxiliary function class 6632.26
Analysis and detection integrated technology platform
Note: it is expected that multiple platforms share the same office building or workshop on the land in the same area, so the land area is difficult to be divided into different types of platforms, and only the newly added building area can be divided. Since the sub platforms of similar platforms have similar functions and are expected to share the site, it is difficult to divide the new building area into 6 sub platforms.
On the premise that the raised funds are successfully in place, the planned implementation time of the platform is the second quarter of 2022, and the overall design construction period is 36 months. The specific schedule is as follows: the preliminary preparations for the construction project will be carried out in the second quarter of 2022. After the preliminary preparations are completed, the infrastructure projects of workshops, office space and supporting houses will be started, The infrastructure and decoration work will be completed within 24 months. At the same time as the capital construction and decoration project is carried out, the equipment required by the project shall be inquired and ordered simultaneously, the equipment procurement, installation and commissioning shall be completed within 36 months, and the R & D work, trial operation and equipment testing of the production line shall be carried out, and finally the project acceptance shall be carried out. The work arrangement of each period can be carried out alternately. The specific schedule is as follows:
T+1 T+2 T+3
Construction project
Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4
Engineering construction equipment inquiry, procurement, equipment installation and commissioning
Production line commissioning
Note to completion acceptance: T represents the time point of arrival of raised funds, t + 1 is the first year of project construction, Q1, Q2, Q3 and Q4 are the first, second, third and fourth quarters of the year, and so on.
The construction progress of 6 sub platforms is consistent with the overall platform.
The estimated use progress of the project funds is as follows:
Unit: 10000 yuan
Progress of funds to be used and investment raised
Investment amount of sub platform category
Category T + 1 T + 2 T + 3
Research and development of scientific research reagent 2017.15 2017.15 2017.15 – manufacturing
Land research instrument R & D system 821.79 821.79 821.79 — purchase
Auxiliary functions 378.72 378.72 378.72 —
Subtotal 3217.66 3217.66 —
R & D and preparation of scientific research reagent 19348.18 19348.18 9674.09 5804.45 3869.64 manufacturing class
R & D system of building scientific research instruments 8469.76 8469.76 4234.88 2540.93 1693.95 engineering manufacturing
Auxiliary functions 3438.77 3438.77 1719.39 1031.63 687.75
Subtotal 31256.71 31256.71 15628.36 9377.01 6251.34
R & D and preparation of scientific research reagent 14040.00 14040.00 1404.00 5616.00 7020.00
Equipment manufacturing
Purchase of scientific research instruments R & D system 3818.00 3818.00 381.80 1527.20 1909.00
And construction
Installation function auxiliary class 3742.00 3742.00 374.20 1496.80 1871.00
Subtotal 21600.00 21600.00 2160.00 8640.00 10800.00
R & D and preparation of scientific research reagent 1669.41 1669.41 553.90 571.02 544.48
Create class
R & D system of basic scientific research instruments 614.39 614.39 230.83 203.41 180.15
Preparatory class
359.04 359.04 104.68 126.42 127.94
Subtotal 2642.84 2642.84 889.42 900.85 852.57
The total investment of the project is 58717.21 58
