On January 29, 2024, Shenzhen Han's Sealing & Testing Technology Co., Ltd. applied for withdrawal of the issuance and listing application documents, and the Shenzhen Stock Exchange decided to terminate the review of its initial public offering** and listing on the GEM. 
Shenzhen Han's Packaging & Testing Technology Co., Ltd. *** Han's Packaging & Testing Co., Ltd.") applied for listing, which is a spin-off subsidiary of Han's Laser and listed in ChinaThe company is a leading manufacturer of LED and semiconductor packaging and testing equipment in China, mainly providing core equipment and solutions for LED and semiconductor packaging and testing processes. Controlling shareholder and actual controller
Han's Laser directly holds 5928% of the shares, is the controlling shareholder of the company. As of September 30, 2023, Mr. Gao Yunfeng directly held Han's Laser 915% of the shares, indirectly controlling Han's Laser through Han's Holdings1538% of the shares, a total of 24 Han's Laser53% of the shares, which is the actual controller of Han's Laser and the actual controller of the company. It is assumed that the number of shares issued by the company is 4,022200,000 shares, the company's share capital structure before and after the issuance is as follows:
As of December 5, 2023, the cumulative number of pledged shares of Han's Laser held by Han's Holdings was 120,350,000 shares, accounting for 74 of its shares39%, accounting for 1144%。The cumulative number of pledged shares of Han's Laser held by Mr. Gao Yunfeng is 85,050,000 shares, accounting for 88% of his shares30%, accounting for 808%。The total number of pledged shares of Han's Laser held by Han's Holdings and Mr. Gao Yunfeng is 205,400,000 shares, accounting for 79 of the two shares58%, accounting for 19% of Han's Laser's total share capital52%
Key financial data and financial indicators
The specific listing criteria selected by the company: The net profit in the last two years is positive, and the cumulative net profit is not less than RMB 5,000000,000 yuan. Use of Proceeds
The company's public offering of new shares does not exceed 4,022200,000 shares, accounting for no less than 10% of the company's total share capital after the issuance, is expected to raise 2606.6 billion yuan, the raised funds are intended to be invested in the following projects after deducting the issuance costs:
Question 1About pledge risk and solvency. According to the application materials and replies to the inquiry, as of June 20, 2023, the cumulative pledge of Han's Laser shares held by Han's Holdings, the indirect controlling shareholder, accounted for 72 of its shares08%, the cumulative pledge of Han's Laser shares held by the actual controller Gao Yunfeng accounts for 92% of the shares held by him45%；The cumulative pledge ratio of Han's Laser shares held by Han's Holdings and Gao Yunfeng is 7968%, accounting for 19% of Han's Laser's total share capital55%。
Issuer please:(1) Further explain the specific purpose of the pledged funds and whether they are used for the production and operation of Han's Laser and its subsidiaries.
2) Explain whether the controlling shareholder and actual controller of the issuer may be unable to repay the loan based on the recent fluctuations in the stock price of Han's Laser, the pledge and release of the shares of the controlling shareholder and the actual controller, the solvency of debts, and the total amount of the pledge repayment due within one year; Combined with the main terms of the pledge contract, explain the follow-up treatment of the relevant shares and the impact on the issuer, and whether there is a risk that the pledge may lead to the instability of the issuer's control. Ask the sponsor and the issuer's lawyer to give a clear opinion.
Question 2About tax incentives. According to the application materials and replies to the inquiry, the issuer's high-tech enterprise certificate is valid from 2020 to 2022. In 2021 and 2022, the total proportion of the issuer's various tax incentives and subsidies to the total profit was 2211% and 3967%。
The issuer is requested to explain the progress of the renewal of the high-tech enterprise certificate and the relevant timeline, and whether there is a risk that the issuer will not be able to continue to obtain the relevant tax incentives; if so, explain whether the relevant matters have a material adverse impact on the issuer's production, operation and financial condition. Ask the sponsor and the issuer's lawyer to give a clear opinion.
Question 3Regarding the reasonableness of fluctuations in performance. Application documents and replies to inquiries are displayed:(1) In 2022, the operating income of comparable companies in the same industry showed a slight decline, while the revenue of issuers increased by 26% year-on-year77% and the top five customers have been established for a short time, Jinshang Semiconductor, Dahe Semiconductor and Gurui Semiconductor were all established in 2021. The issuer's revenue accounted for 436%, of which some products of Dahe Semiconductor were issued and installed and debugged in mid-to-late December to confirm revenue.
(2) The issuer takes the equipment installation and commissioning report as the basis for revenue recognition, and the issuer claims that the completion of installation and commissioning and the acquisition of the installation and commissioning report indicate that the corresponding equipment has met the substantive acceptance, and the acceptance clauses agreed in the contract are more protective terms set by the customer. The credit policy of some customers of the issuer is to pay part of the payment before shipment and part of the payment after acceptance. Issuer please:
1) Combined with the cooperation history, business contact time, prototype trial time, order signing and other conditions of the top five customers in 2022, explain the reasons and reasonableness of the large purchase amount of the top five customers, especially the large purchase amount in the fourth quarter, and whether the procurement scale matches their business scale. (2) Explain the installation and commissioning cycle of major customers in each period of the reporting period, and the differences in the installation and commissioning cycle of different customers, especially the reasons and reasonableness of the shortening of the installation and commissioning cycle of some customers in the fourth quarter of 2022, and whether the issuer has recognized revenue in advance or adjusted the revenue recognition pilot.
3) Combined with the contract, the main content of the installation and commissioning report, the collection policy and the actual implementation, etc., explain whether the issuer has the current right to collect the goods when the customer has not accepted and confirmed the goods, and whether the revenue recognized according to the installation and commissioning report is in accordance with the provisions of the Accounting Standards for Business Enterprises. Please sponsor, reporting accountant:
1) Explain the consideration and judgment of the intermediary for the risks related to the compliance of the revenue recognition policy and the authenticity of the income, and whether any abnormalities are found in the specific situation of the revenue authenticity and revenue cut-off test in the fourth quarter of 2022, including but not limited to the time of contract signing, the time of commodity delivery, the type of machine, the date of confirmation of installation and commissioning, the quantity, and the amount of revenue. (2) Explain the specific verification of major customers in each reporting period, including but not limited to the scale of operation, the situation of major downstream customers, the interview time, interview format, interview personnel, equipment verification method and verification quantity, whether the issuer's products are in normal production and operation, whether there is a mismatch between the information of major customers and other publicly disclosed data, etc., whether abnormal situations are found during the visit and the verification conclusions, etc.
3) Explain whether there is any related relationship or other benefit arrangement between the major customers and their affiliates and the issuer and its affiliates in each period of the reporting period, and whether there are abnormal capital transactions. (4) Explain the main reasons for the formation of third-party payment collection and the verification situation.
The quality control and kernel departments of the sponsor and the reporting accountant are requested to perform the necessary review procedures and issue review opinions on the above matters.