Fangsheng shares Beijing Stock Exchange IPO meeting, Huaying Securities made contributions

time:2022-12-09 17:46:08source:chakarski.com author:Garbage
Fangsheng shares Beijing Stock Exchange IPO meeting, Huaying Securities made contributions

Source: China Economic Net, China Economic Net, Beijing, August 29th, the 38th review meeting of the Beijing Stock Exchange Listing Committee in 2022 was held on the morning of August 26, 2022. Wuxi Fangsheng Heat Exchanger Co., Ltd. (hereinafter referred to as "" Fangsheng Shares”) meets the issuance conditions, listing conditions and information disclosure requirements. The sponsor (lead underwriter) of Fangsheng's issuance is Huaying Securities Co., Ltd., and the sponsor representatives are Zhao Jiancheng and Sun Yi. Fangsheng is mainly engaged in the research and development, design, production and sales of plate-fin heat exchangers and heat exchange systems, and is committed to providing customers with reliable, efficient and energy-saving heat exchange products. Products are widely used in wind power generation, waste heat recovery, rail transit, air compressors, construction machinery, automobiles and other fields. After years of practice, innovation and technology accumulation, the company has continuously developed and penetrated into emerging fields such as clean energy, energy conservation and emission reduction, and realized a diversified development strategy. The product market has broad prospects. As of the date of signing the prospectus, the controlling shareholders and actual controllers of Fangsheng shares are Ding Yunlong and Ding Zhenfang. Ding Yunlong directly holds 28.6244 million shares of the company, with a shareholding ratio of 45.15%, and serves as the company's chairman and general manager; Ding Zhenfang directly holds 4.6373 million shares of the company, with a shareholding ratio of 7.31%, and serves as a director of the company; Fangsheng Industry indirectly holds 11.2024 million shares of the company, with an indirect shareholding ratio of 17.67%. Ding Zhenfang and Ding Yunlong are in a father-son relationship. The two directly and indirectly hold 44.4641 million shares of the company and can actually control 70.13% of the company's shares; at the same time, Ding Yunlong serves as the chairman and general manager of Fangsheng, and Ding Zhenfang serves as a director of Fangsheng. , Ding Zhenfang, Ding Yunlong and their sons can have a significant impact on the resolutions of Fangsheng's shareholders' meeting, and the appointment of Fangsheng's directors and senior managers as well as Fangsheng's business decisions have a significant impact. Therefore, Ding Yunlong and Ding Zhenfang were identified as the controlling shareholders and joint actual controllers of the company. Fangsheng intends to publicly issue no more than 21 million shares to unspecified qualified investors (without considering the over-allotment option); no more than 24.15 million shares (if the over-allotment option of this stock issuance is fully exercised The company and the lead underwriter can choose to use the over-allotment option according to the specific issuance situation. The number of shares issued by the over-allotment option shall not exceed 15% of the number of shares issued this time (that is, not more than 3.15 million shares). Fangsheng plans to raise funds of 223.8540 million yuan this time, of which 185.0091 million yuan will be used for "annual production of 200,000 units (sets) of energy-saving and efficient heat exchange systems and heat exchanger production base construction projects", and 38.8449 million yuan will be used for " R&D Center Construction Project". Deliberation Opinions 1. The issuer is requested to additionally disclose the legality and compliance of Jiangyin Yongchang Oxidation Co., Ltd. and Changzhou Yili Machinery Co., Ltd. to engage in sewage-related business by leasing factories in parks with relevant qualifications, and whether the issuer has circumvented through outsourcing processing Environmental requirements, etc. 2. The sponsor is requested to further explain in detail the source of funds contributed by the company's senior executives and the flow of dividend funds during the reporting period in the second private placement in 2021 based on the verification of capital flow. The main questions raised by the review meeting 1. About gross profit margin. The issuer is requested to explain whether it has the ability to transmit the pressure of rising raw material prices and measures to deal with the decline in gross profit margins based on the fluctuations in the selling prices of major products during the reporting period. Sponsors are requested to check and comment. 2. About outsourced processing. According to the application documents, Jiangyin Yongchang Oxidation Co., Ltd. and its related party, Changzhou Yili Machinery Co., Ltd., are both outsourced suppliers of the company's surface treatment process (anodizing). During the reporting period, Jiangyin Yongchang Oxidation Co., Ltd. and Changzhou Yili Machinery Co., Ltd. were engaged in the surface treatment business within the scope of the lessor's business qualifications by leasing the factory buildings in the park that have obtained the pollutant discharge permit, and the pollutants were discharged to the designated area in the park. The discharge area shall be handled by the park in a unified manner” and “the park with relevant qualifications has obtained relevant qualifications through leasing”. The company's outsourced manufacturers all have the corresponding qualifications. From 2019 to 2021, the transaction volume between the issuer and Jiangyin Yongchang Oxidation Co., Ltd. accounted for 39.98%, 47.60%, and 4.52% of the issuer's total outsourcing of similar processes in the current period; from January to June 2022, the issue There was no further transaction between Ren and Jiangyin Yongchang Oxidation Co., Ltd. From January to June 2022, the transaction volume between the issuer and Changzhou Yili Machinery Co., Ltd. accounted for 0.09% of the issuer's total outsourcing of similar processes in the current period. The issuer's purchase price from the two outsourced manufacturers is 4 yuan/kg; but the issuer's purchase price from Wuxi Xinming Surface Treatment Co., Ltd., an outsourced factory with similar processes, is 4.14 yuan/kg and 4.61 yuan/kg, respectively. kg, 4.83 yuan/kg, 5.03 yuan kg. Please explain to the issuer: (1) Jiangyin Yongchang Oxidation Co., Ltd. and Changzhou Yili Machinery Co., Ltd. are considered to have obtained and possess the legal basis for having obtained the corresponding qualifications by leasing the factory buildings in the park with relevant qualifications. Are the relevant expressions in the declaration documents? precise. (2) Under the circumstance that the purchase price of outsourcing has not changed, from January to June 2021 and 2022, the issuer's outsourcing purchase amount from Jiangyin Yongchang Oxidation Co., Ltd. and Changzhou Yili Machinery Co., Ltd. The reason for the sharp decline in the proportion of total procurement; the reason why it will no longer purchase from Jiangyin Yongchang Oxidation Co., Ltd. from January to June 2022, but instead purchase from its related party, Changzhou Yili Machinery Co., Ltd. (3) The issuer's future cooperation plans with Jiangyin Yongchang Oxidation Co., Ltd. and Changzhou Yili Machinery Co., Ltd., and whether the issuer uses outsourced processing to circumvent environmental protection and safety production requirements. The sponsor and the issuer's lawyer are requested to check and express their opinions. 3. About targeted distribution. According to the application documents, on November 26, 2021, the issuer's fifth extraordinary general meeting in 2021 reviewed and approved the targeted issuance of 3,400,000 shares at an issue price of RMB 6.50 per share and raised funds of RMB 22,100,000. The issue price is lower than the first directional issue price of 10 yuan/share in 2021, and the issuers include company executives or employees. The issuer is requested to further explain the reason and rationality that the price of the second directional issuance in 2021 is significantly lower than the price of the first issuance, whether it constitutes a share-based payment, and whether the relevant accounting treatment complies with the relevant provisions of the accounting standards. Sponsors and reporting accountants are requested to check the above matters and express their opinions.
Related content
Hot content