Application document on Shanghai Hiuv New Materials Co.Ltd(688680) issuing convertible corporate bonds to unspecified objects
Review the reply report to the inquiry letter
Sponsor (lead underwriter)
(Building 4, No. 66 Anli Road, Chaoyang District, Beijing)
January 2002
Shanghai Stock Exchange:
According to the requirements of the examination and inquiry letter on Shanghai Hiuv New Materials Co.Ltd(688680) application documents for issuing convertible bonds to unspecified objects (hereinafter referred to as the “inquiry letter”) issued by your exchange on December 29, 2021, China Securities Co.Ltd(601066) (hereinafter referred to as ” China Securities Co.Ltd(601066) ” securities “,” sponsor “or” sponsor “) as a sponsor (lead underwriter) of Shanghai Hiuv New Materials Co.Ltd(688680) (hereinafter referred to as” Shanghai Hiuv New Materials Co.Ltd(688680) “,” issuer “or” company “) issuing convertible corporate bonds to unspecified objects, Together with the issuer and its lawyer, Beijing Guofeng law firm (hereinafter referred to as “the issuer’s lawyer”) and the reporting accountant Rongcheng Certified Public Accountants (special general partnership) (hereinafter referred to as “Rongcheng”, “Rongcheng certified public accountants”, “reporting accountants”) and other relevant parties, based on the principles of diligence, honesty and trustworthiness, The questions raised in the inquiry letter were carefully discussed, verified and implemented one by one, and the replies were explained one by one. The specific reply is attached.
Explanation on the content, interpretation, format, supplementary and updated disclosure of the reply:
1. Unless otherwise specified, the definitions of abbreviations or terms used in this inquiry reply are consistent with the prospectus for Shanghai Hiuv New Materials Co.Ltd(688680) issuance of convertible corporate bonds to unspecified objects (draft declaration);
2. Any discrepancy between the mantissa of the total count and the mantissa of the sum of the listed values in this inquiry reply is caused by rounding;
3. The font of this reply represents the following meanings:
Questions listed in the inquiry letter in bold (BOLD)
Responses to the questions listed in the inquiry letter (not bold)
Quote the contents of the original prospectus in Song typeface (not bold)
Amendments and supplements to the prospectus (in BOLD)
catalogue
Question 1. About this raised investment project 3 question 2. About the previous raised investment project 32 question 3. About income calculation 42 question 4. About the operation 59 question 5. About the project land 78 question 6. Others 82 general opinions of the sponsor ninety-two
Question 1. About this raised investment project
According to the application materials, 1) one of the company’s first raised investment projects is the “technical transformation project of polymer special membrane with an annual output of 170 million square meters”. During the construction period, the implementation location was changed to shorten the distance from downstream customers, and so far, the production has not been reached; 2) It is planned to invest in the photovoltaic packaging adhesive film project with an annual output of 200 million square meters (phase I), the photovoltaic packaging material project with an annual output of 150 million square meters (phase I) of Shangrao haiyouwei application Film Co., Ltd., and the polymer special film project with an annual output of 100 million square meters. The specific products involved coincide with the above initial raised investment projects; 3) The new production capacity of the issuer will be used to produce transparent EVA adhesive film, white EVA adhesive film, Poe adhesive film and other products. With the large-scale application of double glass components and double-sided batteries, high-quality adhesive films such as multi-layer coextrusion Poe adhesive film and white synergistic EVA adhesive film are expected to further improve the market space; 4) In 2020, the market share of the company’s products (including joint ventures) will be about 12.81%, and the company’s target market share will reach 23.33% by 2025. The issuer is requested to explain: (1) the specific difference between this raised investment project and the above-mentioned initial raised investment project, and whether there is repeated construction; (2) Explain the calculation basis and process of the investment amount of the raised investment project in combination with the specific composition of the raised investment project; (3) Whether the raised investment project involves new products and technologies, the matching with the technical route of downstream customers, and analyze the technical advantages and disadvantages compared with competitors; (4) In combination with the company’s current production capacity of relevant products, projects under construction and the expected increased production capacity of the above-mentioned initial raised investment projects, the capacity changes of products involved after the completion of this raised investment project are listed by distinguishing the location of production line and product type; (5) In combination with the changes in downstream market demand during the reporting period, the future production expansion plan and expected demand of the main customers corresponding to the project, the new production capacity plan of comparable companies, the issuer’s market position and product competitive advantages and disadvantages, the fluctuation of orders on hand and the changes in industrial policies, fully explain the necessity of the implementation of the raised investment project Rationality and capacity digestion risk.
The recommendation institution is requested to express clear opinions on the rationality of the calculation of the investment amount of the raised investment project.
reply:
[issuer’s description]
1、 The specific difference between this raised investment project and the above-mentioned initial raised investment project, and whether there is repeated construction
(I) comparison between the previous raised investment project and the current raised investment project
In addition to supplementary working capital projects, the basic situation of the company’s previous raised investment projects and this raised investment project is as follows:
Project type previous raised investment project current raised investment project
Application of Shangrao haiyouwei with an annual output of 170 million square meters and a high annual output of 200 million square meters
Project Name: molecular special film technology photovoltaic packaging adhesive film Co., Ltd. annual production of 100 million square meters high transformation project (phase I) production of 150 million square meters photovoltaic molecular special film project packaging material project
Jinshan District, Shanghai
29 Shande Road, Yangzhen Shangrao Economic Zone, Jiangxi Province
No., Shangrao, Jiangxi Province, through Ma’an, Yancheng Economic and Technological Development Zone, Jiangsu Province, Zhenjiang City, Jiangsu Province, implementation location: Ecological Park B22, B24, No. 9, photovoltaic production road, Anshan sector, Central Europe Industrial Park, minjiangshan sector, Ma’an Technological Development Zone, Jiji Technological Development Zone
Business ecological park B25, B30
B27
80 million square meters white 70 million square meters transparent
The main products are EVA adhesive film, 80 million square meters bright EVA adhesive film, 45 million square meters transparent and planned production of 10000 square meters Poe adhesive transparent EVA adhesive film, 10 million square meters white bright EVA adhesive film, energy film, 10 million square meters 100 million square meters color EVA adhesive film 55 million square meters of glass lamination capacity Poe film 70 million square meters Poe film
Poe film capacity
(II) the specific difference between this raised investment and the previous raised investment, and whether there is repeated construction
1. Capacity, product and technical route
The previous raised investment project was the technical upgrading of the company’s original production line. After the transformation, the production capacity of the company’s original production line was improved to cope with the production capacity bottleneck caused by the rapid growth of market demand; The raised investment project plans to build new glue film production lines in Yancheng, Shangrao and Zhenjiang to further expand the production capacity of glue film products. The planned new production capacity is a strategic decision made on the expectation of market demand and in combination with the company’s strategic development objectives, For the analysis of market demand expectation, please refer to “v. (I) changes in downstream market demand during the reporting period, future production expansion plan and estimated demand of main customers corresponding to the project”.
From the perspective of production capacity, products and application technology route, the previous raised investment project has added a small amount of glass glue production capacity, and there are differences between glass glue and photovoltaic glue film and its technical route. Except for glass glue production capacity, other new production capacity of the two raised investment projects are photovoltaic glue film products, which are carried out based on the company’s own core technology There is no substantive difference in the technical route of products and applications.
2. Product application scenarios and target customers
In the previous raised investment project, a small amount of glass lamination capacity was added. Glass lamination is mainly used in building glass curtain wall and roof, glass structural parts, automobile glass, high-speed iron glass and other fields, and its main customers are glass industry manufacturing enterprises.
In addition to the glass laminated capacity, other new capacity are photovoltaic adhesive film products, which are mainly used in the packaging of downstream photovoltaic modules, and there is no substantive difference in product application scenarios. In terms of target customers, the target customers of PV adhesive film packaging materials are mainly global PV module manufacturers. The previous raised investment project was implemented by the subsidiary Shanghai Applied Materials and Shangrao haiyouwei. The target customers are mainly located in the module manufacturing enterprises around Shanghai and the local module manufacturing enterprises in Jiangxi represented by Jingke energy; In this raised investment project, the target customers of Yancheng project and Zhenjiang project are mainly located in Jiangsu component manufacturing enterprises represented by Trina Solar Co.Ltd(688599) , Longi Green Energy Technology Co.Ltd(601012) (subsidiaries in Jiangsu), while the target customers of Shangrao project are still mainly located in Jiangxi local component manufacturing enterprises represented by Jingke energy. Generally speaking, there are some regional differences between the target customers of the two raised investment projects. 3. Place of implementation
According to the table listed above in this question, the implementation locations of the two raised investment projects are different, and the involved production workshops, warehouses, equipment and facilities can also be clearly distinguished, without overlap, duplication or mixed production lines.
To sum up, the two raised investment projects have increased the production capacity around the company’s main business. Except for the new glass laminated production capacity in the previous raised investment project, other new production capacity is carried out based on the company’s adhesive film production technology, and there is no substantive difference in the new adhesive film production capacity, related products and the technical road used. However, in terms of sales strategy, the region of the target customers of the photovoltaic adhesive film products of this raised investment project is different from that of the previous raised investment project. The fixed assets such as production workshops, warehouses, equipment and facilities involved in the raised investment project can be clearly distinguished, and there is no repeated construction.
2、 Combined with the specific composition of the raised investment project, explain the calculation basis and process of the investment amount of the raised investment project
Among the raised investment projects, the fixed asset investment and construction projects are mainly the photovoltaic packaging film project with an annual output of 200 million square meters (phase I) (hereinafter referred to as “Yancheng project”), the photovoltaic packaging material project with an annual output of 150 million square meters (phase I) of Shangrao haiyouwei application Film Co., Ltd. (hereinafter referred to as “Shangrao project”) The polymer special membrane project with an annual output of 100 million square meters (hereinafter referred to as “Zhenjiang project”), the specific composition of the project investment, the calculation basis and process of the investment amount are as follows:
(I) Yancheng project
The total investment of the project is 459.1386 million yuan, of which the construction investment is 330.1586 million yuan, accounting for 71.91% of the total investment; The initial working capital is 128.98 million yuan, accounting for 28.09% of the total investment. The construction investment includes 31.8315 million yuan for infrastructure construction, 265.1245 million yuan for equipment purchase, 7.9537 million yuan for equipment installation, 9.5271 million yuan for other construction costs and 15.7218 million yuan for reserve funds. The project construction investment is estimated as follows:
Unit: 10000 yuan
No. the total investment of the project accounts for the proportion of raised funds
Investment amount
I. construction investment 33015.86 71.91% 31900.00
1. Project cost 30490.97 66.41%
1.1 infrastructure construction 3183.15 6.93%
1.2 equipment purchase cost 26512.45 57.74% 30490.97
1.3 equipment installation cost 795.37 1.73%
2. Other construction expenses 952.71 2.07%
3 reserve fund 1572.18 3.42% 456.32
II. Initial working capital 12898.00 28.09%-
III. total 45913.86 100.00% 31900.00
The investment details, calculation basis and process are as follows:
① Infrastructure construction
The infrastructure construction of the project mainly includes the cost of workshop and warehouse decoration and transformation, ground foundation and fire protection
