The five members of the Shanghai Municipal Committee attending the deliberation are Yuan, Lin Yongfeng and Chen Xiao. The basic information of the three companies at this meeting is as follows:
First, Fu Guang stock.
Fu Guang co., ltd was established in February 2004 with a registered capital of1147819.43 million yuan. Is a high-tech enterprise specializing in the research and production of military special optical lenses and photoelectric systems, civil optical lenses, optical components and other products. It is an important national defense and civil technology integration enterprise in Fujian province, and also an important optical lens manufacturer in the world. What is the actual controller? He controls 37.69% of the company's shares in total. The financial data of the Company during the reporting period are as follows:
Audit opinion:
1. The issuer is requested to disclose the sponsor's concluding comments on the classified statistics of all-glass and glass-plastic lenses and the accounting of related wastes in the R&D expenses of the issuer in 20 18.
2. The issuer is requested to supplement the disclosure in the prospectus of the verification conclusions of the sponsor on the classification basis of high-end core technology products and ordinary core technology products.
Main issues raised at the Shanghai Municipal Committee Meeting:
1. In the first inquiry reply, the issuer defined most products that were not included in the core technology products as ordinary core technology products and included them in the core technology products. After changing the statistical caliber, the proportion of sales of products adopting core technologies rose from less than 50% to more than 90%. Please ask the issuer's representative: (1) explain the industry basis for classifying products into high-end core technology products and ordinary core technology products, and define other technologies other than the design and manufacturing technology of large-aperture transmission astronomical observation lenses as the basis for core technology. (2) During the reporting period, the gross profit margin of high-end security surveillance lens and vehicle-mounted and high-end infrared lens was closer to that of ordinary security surveillance lens, and the gross profit margin of vehicle-mounted and high-end infrared lens showed a sharp downward trend, indicating whether the reasons for including the above two types of products into high-end core technology products were sufficient. (3) Combined with the small revenue scale of customized products embodied in the issuer's core technology and the application of specific products in the reporting period, explain the issuer's customer demand and future market scale, and whether it is a company with non-customized products as its main business. The sponsor representative is requested to explain the verification process and conclusion of the above matters.
2. The application documents show that the lenses purchased by the issuer are mainly used for products with low requirements for lens processing, and the self-made lenses are mainly used for high-end core technology products. During the reporting period, the issuer's expenditure on purchasing lenses and outsourcing lenses was 665,438+0,567,000 yuan, 654,38+0,322,099 yuan and 654,38+0,008 yuan respectively in 800 yuan, accounting for 278,654,38+0% and 344% respectively. Please ask the issuer's representative to explain whether the sales volume and sales volume of lenses mainly made by ourselves match the sales revenue and changing trend of high-end core technology products during the reporting period, and explain the reasons.
3. The application documents show that the actual controller of the issuer controls 37.5 1% of the shares, and the information group wholly owned by Fujian SASAC, the second largest shareholder, holds 29.62%. After the completion of this issuance, the proportion of the issuer's shares controlled by He fell below 30%. Please ask the issuer's representative to explain the basis for identifying the actual controller of the company, and explain whether the issuer's control right may change after the completion of this issuance and its impact on the issuer. The sponsor representative is requested to explain the verification process and conclusion of the above matters.
4. Ask the issuer's representative to explain: (1) During the reporting period, R&D expenses continued to increase, and the proportion of operating income continued to increase, but it still failed to meet the needs of major customers for product upgrading and commercial rationality. (2) Establish and effectively implement the internal control system related to R&D activities and R&D expenses. (3) The R&D waste is listed separately for approval, but it is treated together with other wastes when it is disposed, and the sales of R&D waste are not accounted separately. Does this affect the accuracy of R&D expense accounting? The sponsor representative is requested to explain the verification process and conclusion of the above matters.
Second, Huaxing Yuanchuang
Huaxing Yuanchuang was established in June 2005 with a registered capital of 360.9 million yuan. Is a leading provider of test equipment and full-line test system solutions in China, mainly engaged in the research and development, production and sales of flat panel displays and integrated circuit test equipment. The company's main products are used in LCD and OLED flat panel displays, integrated circuits, automotive electronics and other industries. The actual controllers are Chen Wenyuan and Jess Zhang, who hold 93. 15% of the shares of the company. The financial data of the Company during the reporting period are as follows:
Audit opinion:
1. The issuer is requested to supplement and disclose the product sales revenue corresponding to each core technology item by item in the prospectus.
2. Please ask the issuer to disclose in the prospectus whether its qualification as a qualified supplier of Apple is at risk of being cancelled or unsustainable.
3. The issuer is requested to supplement the disclosure in the prospectus, and the recommendation institution's concluding comments on the implementation of internal control related to the issuer's transactions with Tyco Group, its impact on operating performance and the verification of relevant information disclosure during the reporting period.
Main issues raised at the Shanghai Municipal Committee Meeting:
1. The application documents show that Tyco Group is not only the top five suppliers of the issuer, but also the top five customers during the reporting period. In 20 18, the issuer's operating income decreased by 26.63% compared with 20 17, but the sales income to Tyco group increased by 388.07%. Chen Wenyuan, the actual controller of the issuer, was a director of Suzhou Tyco (up to 2065438+June 2006), and many senior managers and core technicians worked for Suzhou Tyco before the issuer took office. Please explain to the issuer's representative: (1) According to the application documents, the issuer sells to Japan's Sharp and Japan's JDI through Tyco, and explain whether there are other undisclosed reasons besides the advantages of the credit period; Commercial essence and fairness of paying 3%- 10% technical support and customer service fee to Tyco Japan. The above fees are not separately stipulated in the actual order. Are there any other documents? (2) According to the application documents, the sales prices of agents at all levels are basically transparent. Explain the reason and fairness of purchasing related products from Tyco Japan in combination with the market price. (3) Combined with the contents of Apple's designated transactions disclosed in the prospectus, it shows that the application documents disclose Tyco Group as the basis for Apple to designate a third party and an Apple industrial chain manufacturer. The sponsor representative is requested to explain the verification process of the above matters, and make concluding comments on the implementation of the issuer's internal control, its impact on operating performance and the information disclosure related to the above matters.
2. Please ask the issuer's representative to explain: (1) Whether the revenue growth of testing fixture in 2018 is all from non-consumable parts, whether it conforms to the feature that non-consumable parts do not need to be replaced regularly, and how to determine the replacement period of consumable parts and non-consumable parts. (2)20 19 year production and marketing plan of testing fixture. (3) The matching relationship between the operating income obtained from the application of other core technologies and relevant data except the display and touch detection technology of flexible organic light-emitting diodes. The sponsor representative is requested to explain the verification process and conclusion of the above matters.
3. Ask the issuer's representative to explain: (1) the respective proportions of demand-responsive R&D activities and active reserve R&D activities in the R&D expenses collected and disclosed by the company. (2) It is reasonable for the company to classify the expenses incurred in demand response R&D activities as R&D expenses rather than product costs. The sponsor representative is requested to explain the verification process and conclusion of the above matters.
Third, Ruichuang Micro-nano
Ruichuang Micro Nano was established in February 2009 with a registered capital of 385 million yuan. Is an integrated circuit chip enterprise specializing in the research and development of uncooled infrared thermal imaging and MEMS sensing technology, and is committed to the design and manufacture of application specific integrated circuits, MEMS sensors and infrared imaging products.
The actual controller's shareholding ratio is only 18%.
According to the prospectus, the issuer's equity is scattered, and Mahone directly and indirectly holds 65,438+08.00% of the company's shares, which is the controlling shareholder and actual controller of the company. During the reporting period, Mahone never held more than 30.00% of the issuer's shares, Li Weicheng, the second largest shareholder of the company, held 65,438+02.17% of the issuer's shares, Liang Jun held 5.68% of the issuer's shares, and Shenzhen Venture Capital held 5.63% of the issuer's shares. Among them, the lock-up period of Mahone shares is 36 months, and the lock-up period of Li Weicheng and Liang Jun shares is only 12 months.
Note: The subsequent lock-up period is adjusted to 60 months.
There are many mistakes in the statement.
The financial data of the Company during the reporting period are as follows:
Audit opinion:
1. The issuer is requested to additionally disclose the sponsor's concluding comments on the authenticity of overseas sales in the prospectus.
2. The issuer is requested to supplement the disclosure of the basis for the lock-up period of the issuer's shares held by Yantai Hutchison and Yantai Shenyuan in the prospectus in combination with the changes in the general partner and shareholding structure during the reporting period; Supplementary disclosure of the arrangement of the lock-up period of the voting rights entrusted to the relevant shareholders under certain conditions within 60 months after listing.
3. Ask the issuer to explain the basis for identifying Mahone as the actual controller and whether there is a concerted action relationship with other relevant shareholders.
Main issues raised at the Shanghai Municipal Committee Meeting:
The application documents of 1. show that the actual controller Ma Hong holds 8.00% of the shares of the issuer/kloc-0 in total through direct and indirect means, and the second largest shareholder Li Weicheng and his spouse hold 2.82% of the shares of the issuer/kloc-0 in total. The sponsor representative is requested to explain the verification process and conclusion on the following matters: (1) Whether the basis for identifying Mahone as the sole actual controller conforms to the actual governance and operation of the issuer. (2) Whether other shareholders except Mahone can exert significant influence on the issuer's operation by exercising their shareholder rights, and whether there is any situation that they are not recognized as the actual controller of * * * due to major illegal acts or horizontal competition with the issuer. (3) There have been many holding arrangements in the history of the issuer, and whether the ownership of the issuer's shares held by other shareholders who are not recognized as actual controllers is clear, whether there is holding or dispute, and whether there are other concerted action arrangements. (4) The basis for determining the lock-up period of shares, the arrangement of the lock-up period of shares of relevant shareholders who promise to entrust voting rights within 60 months after listing under certain conditions, and whether the above entrustment constitutes a concerted action.
2. The application documents show that the overseas income of the issuer during the reporting period was 37,900 yuan, 7,567,300 yuan and 865,438 yuan+0,773,300 yuan respectively. Please explain to the sponsor representative: (1) The reason why the income of the issuer's overseas customers increased significantly in 20186, but the exhibition expenses decreased. (2) The issuer's reply explained that all overseas sales express delivery expenses were not borne by the company, and also explained that in the process of exhibition, different trade modes were chosen according to the needs of customers, who should bear the freight and insurance fees, whether the above replies were consistent, whether the consignee of goods express delivery was the final customer or the distributor, and whether the relevant trade modes were true. (3) The issuer has not applied for overseas patents, and whether there are market risks such as infringement of overseas intellectual property rights in overseas sales.
3. The application documents show that the inventory balance at the end of 20 18 is 256 million yuan, and the company still has some intentional orders with a total amount of about 235 million yuan. During the reporting period, the issuer's raw material prices continued to decline. Please ask the issuer's representative to further explain the commercial rationality of stocking in advance and whether the internal control system related to inventory is sound and effective in the case of continuous decline in raw material prices, based on the historical data of the time period from determining intention to signing orders to actual supply during the reporting period. The sponsor representative is requested to explain the verification process and conclusion of the above matters.
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