Just now, the KTB ushered in the second batch of enterprises on the meeting, Fuguang Company Limited, Suzhou Huaxing Yuanchuang Technology Company Limited, Yantai Ruichuang Micro-Nano Technology Company Limited have successfully passed the meeting.

The five members of the Listing Committee who participated in the deliberation were Mr. Zhang Zhong, Mr. Yuan Weirong, Mr. Lin Yongfeng, Mr. Chen Xiao, and Mr. Zhang Jianwei. The basic information of the three enterprises on the meeting is as follows:

First, Fuguang shares

Fuguang shares was founded in February 2004, the registered capital of 11,478.1943 million yuan, is specialized in military special optical lenses and optoelectronic systems, civilian optical lenses, optical components, such as product research and production of high-tech It is a high-tech enterprise specializing in the research and production of military special optical lenses and optoelectronic systems, civil optical lenses, optical components and other products. The actual controller is He Wenbo, who controls 37.69% of the company's shares. The company's financial data for the reporting period are as follows:

Audit Opinion:

1. The issuer is requested to supplement the disclosure of the sponsor's concluding comments on the classification statistics of the full-glass and glass-plastic lenses in the issuer's research and development expenses in 2018, as well as the accounting of the related waste, in the prospectus.

2. Please ask the issuer to supplement the prospectus to disclose the concluding comments of the sponsor organization on the verification of the basis of classification of high-end core technology products and ordinary core technology products.

The main issues raised in the questioning at the meeting of the Shanghai Municipal Committee:

1. Most of the products that were not included in the original core technology products were defined as ordinary core technology products and included in the issuer's first round of questioning and response. After changing the statistical caliber, the proportion of sales of products using core technology rose from less than 50% to more than 90%. On behalf of the issuer, please: (1) explain the industry basis for classifying products as high-end core technology products and ordinary core technology products, and the basis for defining technologies other than the design and manufacturing technology of large-diameter transmissive astronomical observation lenses as core technologies. (2) Combining the high-end security monitoring lenses and vehicle-mounted, high-end infrared lenses in the reporting period, the gross profit margin level is closer to that of the ordinary security monitoring lenses, and vehicle-mounted, high-end infrared lenses, the gross profit margin of which showed a significant downward trend, to illustrate whether there is sufficient justification for the inclusion of the above two types of products in the high-end core technology products. (3) Combined with the issuer's core technology focused on customized products reporting period revenue scale is relatively small, the specific product application, explain the issuer's customer demand and future market size, whether the issuer is a non-customized products as the main business of the company. Please sponsor representatives on the above matters to explain the verification process and conclusions.

2. According to the application documents, the issuer's purchased lenses are mainly used in products with lower lens processing requirements, and homemade lenses are mainly used in high-end core technology products. During the reporting period, the issuer's expenditure on purchased lenses and outsourced processing of lenses amounted to 61.5670 million yuan, 132.2099 million yuan and 100.888 million yuan, accounting for 27.81%, 34.41% and 19.72% of the operating costs in each period respectively. Representatives of the issuer are requested to explain: during the reporting period, the sales volume of lenses that mainly use homemade lenses, whether the sales volume and sales and the amount of sales revenue of high-end core technology products and the trend of change are matched and the reasons for this.

3. According to the application documents, the actual controller of the issuer He Wenbo control 37.51% of the shares, the second largest shareholder of the Fujian Provincial State-owned Assets Supervision and Administration Commission wholly owned by the Information Group holds 29.62% of the shares. After the completion of the Offering, He Wenbo's control over the shares of the Issuer will be reduced to less than 30%. Will the representatives of the Issuer please explain the basis on which He Wenbo is deemed to be the actual controller of the Company, and explain whether there may be a change of control of the Issuer after completion of the Offering and its impact on the Issuer? Please ask the sponsor representative to explain the verification process and conclusion on the above matters.

4. Please ask the representative of the issuer to explain: (1) the reasons and commercial reasonableness of the reasons why the R&D expenses have continued to grow during the reporting period, and the proportion of the operating income has continued to increase, but still fail to meet the demand of the major customers for product upgrading and modernization. (2) The establishment and effective implementation of the internal control system related to R&D activities and R&D cost attribution. (3) Whether the accuracy of the accounting of R&D expenses is affected by the fact that R&D waste materials are separately listed and reported for approval, but are disposed of together with other waste materials without separate accounting for the sale of R&D waste products. Please explain the verification process and conclusions of the sponsor's representative on the above matters.

Second, Huaxing Yuanchuang

Huaxing Yuanchuang was founded in June 2005, the registered capital of 36,090.00 million yuan, is a leading domestic testing equipment and the whole line of testing system solutions provider, mainly engaged in flat panel display and integrated circuit testing equipment research and development, production and sales, the company's main products are used in the LCD and OLED flat panel display and integrated circuit testing equipment development, production and sales. The company's main products are used in LCD and OLED flat panel display, integrated circuit, automotive electronics and other industries. The actual controller is Mr. and Mrs. Chen Wenyuan and Zhang Xi, who hold 93.15% of the company's shares. The company's financial data for the reporting period are as follows:

Audit Opinion:

1. The issuer is requested to make additional disclosure of the sales revenue of products corresponding to each of the core technologies in the prospectus.

2. The issuer is requested to make additional disclosure in the prospectus as to whether the qualification of Apple as a qualified supplier is at risk of being canceled or unsustainable.

3. The issuer is requested to make additional disclosure in the prospectus of the concluding observations of the sponsor on the implementation of internal controls, the impact on operating results, and the verification of relevant information disclosure in relation to the issuer's transactions with Tyco Group during the reporting period.

Main issues raised for questioning at the meeting of the Shanghai Municipal Committee:

1. According to the application documents, during the reporting period, Tyco Group was both the top five suppliers and the top five customers of the issuer.The issuer's operating revenue in 2018 decreased by 26.63% compared to 2017, but the sales revenue to Tyco Group grew by 388.07%. Chen Wenyuan, the actual controller of the issuer, was a director of Suzhou Tyco (until June 2016), and a number of senior management and core technical personnel worked for Suzhou Tyco before taking up positions with the issuer. Representatives of the Issuer are requested to explain: (1) According to the Application Documents, the Issuer sells to Sharp Japan and JDI Japan through Nippon Tektronix, and apart from the advantages of the credit period mentioned above, whether there are any other undisclosed reasons for the arrangement; the business substance of the payment of 3%-10% of the technical support and customer service fees to Nippon Tektronix, the fairness of the pricing, the absence of a separate agreement on the aforesaid fees in the actual order, and whether there are any other documented agreements. (2) According to the application documents, the sales prices of agents at all levels are basically transparent. Explain the reasons and fairness of purchasing relevant products from Nippon Tektronix in light of the market price. (3) Explain the basis for disclosing Tyco Group as a designated third party of Apple and a manufacturer in the Apple industry chain in the application documents, taking into account the designated transactions of Apple disclosed in the prospectus. Please explain the verification process of the above matters by the Sponsor's Representative, and express your concluding opinions on the implementation of the issuer's internal control, the impact on the operating results, and the disclosure of relevant information in relation to the above matters.

2. Please ask the representative of the issuer to explain: (1) Whether the growth in the revenue of testing fixtures in 2018 is all from non-consumable parts, and whether it is consistent with the characteristics of non-consumable parts that do not need to be replaced on a regular basis, and how the replacement cycle of consumable parts and non-consumable parts is determined. (2) The production and sales plan of test fixtures in 2019. (3) Apart from display and touch inspection technology for flexible OLED, the operating income from other core technology applications and the relationship between the relevant data. Please ask the sponsor to explain the verification process and conclusion on the above matters.

3. The representative of the issuer is requested to explain: (1) the respective percentages of demand-responsive R&D activities and active reserve R&D activities in the R&D expenses summarized and disclosed by the Company. (2) The reasonableness of categorizing the expenses incurred in demand response R&D activities as R&D expenses instead of product costs. Please explain the verification process and conclusion of the sponsor on the above matters.

Third, Ruichuang micro-nano

Ruichuang micro-nano was founded in December 2009, the registered capital of 38,500,000 yuan, is a professional engaged in the development of uncooled infrared thermal imaging and MEMS sensing technology IC chip companies, dedicated to the design and manufacture of special-purpose integrated circuits, MEMS sensors and infrared imaging products. It specializes in the design and manufacture of specialized ICs, MEMS sensors and infrared imaging products.

Real control is only 18%

The prospectus discloses that the issuer's shares are relatively decentralized, Mahon directly and indirectly holds 18.00% of the shares of the company, as the company's controlling shareholders and de facto controllers. During the reporting period, Ma Hong held the shares of the issuer has never exceeded 30.00%, the company's second largest shareholder Li Weicheng holds 12.17% of the shares of the issuer, Liang Jun holds 5.68% of the shares of the issuer, SZCI holds 5.63% of the shares of the issuer. Among them, Ma Hong share lock-up period of 36 months, Li Weicheng, Liang Jun share lock-up period is only 12 months.

Note: the subsequent lock-up period is adjusted to 60 months

More errors in the draft declaration

The company's financial data for the reporting period are as follows:

Audit opinion:

1.

2. Please disclose in the prospectus the basis for the lock-up period for the shares of the issuer held by Yantai Hegui and Yantai Shenyuan in conjunction with the changes in the general partner and the structure of the interests during the reporting period; and disclose the lock-up period arrangement for the shares of the relevant shareholders who have committed to delegate their voting rights under certain conditions within 60 months after the listing.

3. Please explain the basis for the issuer to recognize Ma Hong as the actual controller, and whether there is a concerted action relationship with other relevant shareholders.

Main questions raised by the Listing Committee:

1. According to the application documents, the actual controller, Ma Hong, holds 18.00% of the shares of the issuer directly and indirectly, and the second largest shareholder, Li Weicheng, and his spouse hold 12.82% of the shares of the issuer. The Sponsor's Representative is requested to explain the verification process and conclusions in respect of the following matters: (1) The basis for determining that Ma Hong is the sole beneficial owner, and whether it is in line with the actual governance and operation of the Issuer. (2) Whether shareholders other than Ma Hong can exercise significant influence on the operation of the Issuer through the exercise of shareholders' rights, and whether there are circumstances in which they will not be recognized as the ****same de facto controller due to material violations of law or competition with the Issuer. (3) The issuer's history of multiple proxy arrangements, whether the ownership of the issuer's shares held by other shareholders who are not recognized as the actual controller is clear, whether there is any proxy or dispute, and whether there are other concerted action arrangements. (4) The basis for determining the share lock-up period, the share lock-up period arrangement for the relevant shareholders who have committed to voting rights entrusted under certain conditions within 60 months after listing, and whether the said entrustment constitutes concerted action.

2. According to the application documents, the issuer's foreign income during the reporting period was 37,900 yuan, 7,567,300 yuan and 81,773,000 yuan respectively. Please ask the sponsor representative to explain (1) the reasons for the significant increase in the issuer's revenue from overseas customers but the decrease in exhibition expenses in 2018 6. (2) The Issuer's reply explains that all overseas sales express delivery costs are not borne by the Company, and it also explains that in the course of the exhibition, it distinguishes between different trade methods according to the customer's needs in terms of who bears the cost of freight and insurance, whether the above replies are consistent, whether the addressee of the express delivery of the goods is the final customer or the distributor, and whether the relevant trade methods are real. (3) The issuer has not applied for overseas patents, and whether there are risks of infringement of overseas intellectual property rights and other market risks in overseas sales.

3. According to the application documents, the balance of inventory at the end of 2018 was 256 million yuan, and the company still has a number of intended orders totaling about 235 million yuan. During the reporting period, the price of raw materials of the issuer continued to decline. Will the representatives of the Issuer please further explain the commercial reasonableness of making large amount of inventory preparation in advance in view of the continuous decline in the price of raw materials, and whether the relevant internal control system for inventory is sound and effective, taking into account the historical data on the time cycle of the reporting period from the determination of intention to the signing of orders to the actual delivery of goods? Please explain the verification process and conclusion of the sponsor on the above matters.

This article originated from Under the Sycamore Tree V

For more information, please visit the website of the financial sector (www.jrj.com.cn)