China Net Finance July 11th News The "Announcement on the Review Results of the 97th Meeting of the 17th Issuance and Audit Committee in 2018" released by the China Securities Regulatory Commission last night showed that Pengding Holdings (Shenzhen) Co., Ltd. (hereinafter referred to as "Pengding Holdings") first public offering application was approved, and the sponsor Huatai United Securities .
public information shows that Pengding Holdings is mainly engaged in the design, research and development, manufacturing and sales of various printed circuit boards. The company plans to issue no less than 231 million shares or no more than 693 million shares on the Shenzhen Stock Exchange, and plans to raise about 540 million yuan for the flexible multi-layer printed circuit board expansion project of Qingding Precision Electronics (Huai'an) Co., Ltd. and the high-end HDI printed circuit board expansion project of Hongqisheng Precision Electronics (Qinhuangdao) Co., Ltd.
The Issuance and Audit Committee raised the following questions to Pengding Holdings:
1. The Issuance and Audit Committee currently has a multi-level overseas shareholding structure. Zhending Holdings is the indirect controlling shareholder, Foxconn (Far East), a wholly-owned subsidiary of Hon Hai Group, holds shares of Zhending Holdings, and Hon Hai Group holds shares of Guangyu Technology Co., Ltd. (1) Explain the rationality and necessity of setting up and retaining multi-layer control relationships, and whether there are various relevant agreements or other arrangements that affect the stability of equity; (2) Combining the relevant arrangements on the nomination and election of directors in the equity structure, articles of association and relevant rules of procedure of Zhending Holdings, explaining the basis and rationality of only identifying Zhending Holdings as an indirect controlling shareholder without the Hon Hai Group; (3) Explain whether there is a competitive relationship between Guangyu Technology and other enterprises controlled by Hon Hai Group and whether it has an adverse impact on the company; (4) Explain what specific measures Pengding Holdings have to avoid possible conflicts of interest, and how to safeguard the interests of the issuer
2. During the reporting period, there were regular related transactions and occasional related transactions between Pengding Holdings and related parties. Please explain: (1) the background, transaction volume and proportion of various related transactions during the reporting period; (2) the necessity of regular related transactions, the decision-making mechanism and pricing principles of related transactions; (3) the establishment and implementation of the control system for preventing related funds from occupying , as well as the measures, implementation and effects of standardizing and reducing related transactions.
3. During the reporting period, the sales revenue of the top five customers of Pengding Holdings accounted for a high proportion, among which Apple is the issuer's largest customer and main supplier, and the issuer's share of sales to it is showing an upward trend year by year. Please explain: (1) The reasons and rationality of high customer concentration are consistent with the industry's operating characteristics; (2) The history of the issuer's cooperation with Apple, the business stability and sustainability, the pricing principles and fairness of related transactions, and whether there are major uncertain risks; (3) The reasons and rationality of the issuer's downstream brand customers adjusting the PCB supply chain management and procurement model; (4) Whether there is an association between the issuer and the major customers, and whether the issuer's business acquisition method affects independence.
4, Pengding Holdings' revenue and net profit both declined in 2016, and revenue and net profit rebounded sharply in 2017. Please explain: (1) The reasons and rationality of the revenue fluctuations of major products during the reporting period, especially the significant increase in revenue in 2017; (2) The gross profit margin of communication boards first decreased and then increased during the reporting period, the gross profit margin of consumer electronics and computer boards increased year by year, and the reasons and rationality of the difference between the gross profit margin and comparable listed companies in the same industry; (3) The net profit in 2016 declined year-on-year, and the reasons and rationality of the year-on-year growth in 2017.
5. The revenue recognition method of Pengding Holdings factory direct delivery model is to confirm revenue by factory shipment date plus estimated logistics operation days. Please explain: (1) Whether the revenue recognition method of the factory direct exit model is consistent with the agreements in the relevant contract, whether the main risks and rewards in product ownership have been transferred at the time of recognition of the revenue, whether there is a difference with the revenue recognition policy of comparable listed companies in the same industry; (2) Whether there is any inconsistency between the customer sign-off situation and the revenue recognition standards during the reporting period, and whether the actual revenue recognition situation is consistent with its revenue recognition standards.
