Gem risk tips
After this stock issue, it is planned to be listed on the gem, which has high investment risk. GEM companies have the characteristics of large investment in innovation, uncertainty about the success of the integration of new and old industries, still in the growth stage, high operation risk, unstable performance and high delisting risk. Investors are facing greater market risks. Investors should fully understand the investment risks of the gem and the risk factors disclosed by the company, and make investment decisions prudently. Sichuan Zhongtai United Design Co., Ltd. (24 / F, unit 1, building 2, No. 99, Jinhui West 1st Street, high tech Zone, Chengdu)
Prospectus for initial public offering and listing on GEM
(declaration draft)
The company’s application for issuance and listing still needs to go through the corresponding procedures of Shenzhen Stock Exchange and China Securities Regulatory Commission. This prospectus (declaration draft) has no legal effect on the issuance of shares and is only for pre disclosure. Investors shall take the full text of the officially announced prospectus as the basis for investment decisions.
Sponsor (lead underwriter)
(No. 1, Keyuan South Road, Guancheng District, Dongguan City)
Issuer statement
Any decision or opinion made by the CSRC and the exchange on this issuance does not indicate that they guarantee the authenticity, accuracy and completeness of the registration application documents and the information disclosed, nor do they indicate that they make substantive judgment or guarantee on the profitability, investment value of the issuer or the income of investors. Any statement to the contrary is a false statement.
According to the provisions of the securities law, the issuer shall be responsible for the changes in the operation and income of the issuer after the shares are issued according to law; Investors independently judge the investment value of the issuer, make investment decisions independently, and bear the investment risks caused by the changes in the operation and income of the issuer or the changes in the stock price after the shares are issued according to law. The issuer and all directors, supervisors and senior managers promise that there are no false records, misleading statements or major omissions in the prospectus and other information disclosure materials, and bear corresponding legal liabilities.
The controlling shareholder and actual controller of the issuer promise that there are no false records, misleading statements or major omissions in this prospectus, and bear corresponding legal liabilities.
The person in charge of the company, the person in charge of accounting and the person in charge of the accounting agency shall ensure that the financial and accounting materials in the prospectus are true and complete.
The issuer and all directors, supervisors, senior managers, controlling shareholders, actual controllers, sponsors and underwriting securities companies promise to compensate investors for losses in securities issuance and trading due to false records, misleading statements or major omissions in the issuer’s prospectus and other information disclosure materials.
The sponsor and the securities service institution promise to compensate the investors for the losses caused to the investors due to the false records, misleading statements or major omissions in the documents prepared and issued for the issuer’s public offering.
Issue overview
Type of shares issued: RMB ordinary shares (A shares)
The number of shares to be issued shall not exceed 14418100, accounting for no less than 25.00% of the total share capital after issuance. The original shareholders of this issuance will not offer shares to the public
The par value of each share is RMB 1.00
Issue price per share [] yuan
Expected issue date: mm / DD / yyyy
The stock exchange to be listed and the growth enterprise market of Shenzhen Stock Exchange
The total share capital after issuance shall not exceed 57.6722 million shares
Sponsor (lead underwriter) Dongguan Securities Co., Ltd. prospectus signing date [] mm / DD / yyyy
Tips on major issues
The issuer specially reminds investors that before making investment decisions, they must carefully read the text of this prospectus and pay special attention to the following important matters. 1、 Special risk tips (I) risk of design innovation
The company is mainly engaged in architectural design business, and its core technology is mainly reflected in the innovation in the scheme design stage and the systematicness in the construction drawing design stage. The company strives to achieve an organic balance between business and art, and create a large number of architectural design works that respect the market law, meet the architectural norms and meet the public’s aesthetics.
However, because there is no unified aesthetic standard for design art, the innovative technology or creative scheme in the architectural design works of the company has the risk of not being recognized by the market or the public, which will affect the brand reputation of the company to a certain extent. At the same time, if the company’s innovation ability does not keep up with the speed of industrial technology upgrading in time, or can not apply new technology to design service upgrading in time, it will also weaken the company’s market competitive advantage. (II) risk of design brain drain
The architectural design business of the company belongs to intelligence intensive service, and excellent professional talents are the embodiment of the company’s core competitiveness. The core competitiveness of the company mainly depends on the design team represented by core technicians. The scale and quality of team personnel directly determine whether the company has market competitiveness.
From 2018 to 2020, the salary of the company’s employees was lower than that of comparable companies in the same industry located in first tier cities such as Shanghai and Shenzhen, but there was no significant difference compared with the architectural design enterprises where the company was located, such as Huatu Cendes Co.Ltd(300492) , zhouyu group, Guantang design, etc; At the same time, due to the unique attribute of the relatively high turnover rate of the company’s industry and the changes in the number and structure of the company’s employees, the turnover rate of the company’s employees is 15.35%, 21.50% and 31.47%. The resigned personnel are mainly ordinary designers engaged in basic work, and the core technicians and senior designers remain relatively stable.
In recent years, the market scale of the architectural design industry has continued to expand, and the demand for design talents in the industry is increasing day by day. If the company cannot continue to provide effective incentive mechanism in terms of salary, treatment and working environment in the future, there will be a certain risk of brain drain. If the company loses a large number of design talents, and fails to attract qualified talents in time to join in, the continuous and stable construction of talent echelon will have an adverse impact on the company’s business development and thus affect the company’s business performance. (III) cyclical fluctuation risk of real estate
The architectural design industry of the company is closely related to China’s urbanization construction. The development of the industry is affected by macroeconomic changes, coordinated regional development, consumption of urban and rural residents, real estate policy regulation and other factors, with a certain cyclical fluctuation risk.
The company’s main business is closely related to the downstream real estate industry. In the past two decades, under the dual influence of housing demand and regulatory policies, China’s real estate investment, land acquisition area of development enterprises, and the transaction area and total amount of commercial housing in China have shown a cyclical fluctuation and upward trend. In order to curb the excessive rising of housing prices and the risk of real estate financial bubbles in some key cities, the central economic work conference in December 2016 proposed that the house should be used for housing, not for speculation, and that the long-term management and control mechanism for city planning, stable prices, stable prices and stable expectations should be fully implemented to promote the steady and healthy development of the real estate market.
In July 2019, the meeting of the Political Bureau of the CPC Central Committee again proposed “no speculation in real estate” and long-term management mechanism, and made it clear that “real estate is not used as a means to stimulate the economy in the short term”. In August 2020, the regulatory authorities issued new regulations on real estate financing and set up “three red lines” to control the growth of interest bearing liabilities of real estate development enterprises, so as to ensure the sustainable and healthy development of the real estate industry. The above policies regulate and control from many aspects, such as increasing the effective supply of affordable housing and ordinary commercial housing, curbing the demand for investment speculative house purchase, promoting the timely development and utilization of land supply, and controlling the growth of interest bearing debt of real estate development enterprises. To a certain extent, they inhibit the excessively rising demand for real estate investment and adjust the speed and scale of real estate development, Then affect the operation of architectural design enterprises.
To sum up, although the current regulation policies of the real estate industry have tended to be stable, it does not rule out the possibility that house prices in some key cities continue to rise rapidly and that some development enterprises may take land irrationally. If the government further strengthens the regulation of the real estate market, it may lead some real estate development enterprises to adjust their business strategies and transmit the adverse effects of policy regulation to the upstream, Then affect the company’s financial situation and operating performance. (IV) risk of intensified market competition
In recent years, with the continuous development of the China State Construction Engineering Corporation Limited(601668) design industry and the continuous improvement of the degree of marketization of the industry, the China State Construction Engineering Corporation Limited(601668) design industry has basically formed a competitive pattern dominated by state-owned and private large and medium-sized design enterprises, supplemented by a large number of small and medium-sized design enterprises. With the deepening of China’s urbanization process and the upgrading of beautiful living standards, the scale of the industry market continues to expand, attracting emerging enterprises to enter, thus stimulating existing enterprises to further increase investment and more fierce market competition in the industry. At the same time, the continuous improvement of the concentration of the downstream real estate industry will also have an impact on the architectural design industry. The aggregation effect will further lead to the inclination of the market share in the industry to the leading enterprises, the increase of industry concentration and the birth of a new competition pattern. If the company cannot continuously strengthen its comprehensive competitiveness, the company may face the risk that the operating performance cannot reach the expected goal due to the weakening of competitive advantage in the fierce market competition. (V) management risks caused by the expansion of business scale
The company’s business covers many regions and cities across the country. In order to facilitate business development and better serve customers, the company is headquartered in Chengdu and the creative center is located in Shanghai. It has set up subsidiaries in Shenzhen, Kunming, Chongqing, Guiyang, Nanning, Xi’an, Zhengzhou and other places to gradually implement the national layout development strategy close to customers and realize the cross regional expansion of business. In the next three years, the company will still expand the scale of the design team according to the business needs, so that the company’s business can radiate more regions. The expansion of business scale will put forward higher requirements for the company’s operation management and project operation. If the company’s management ability can not keep up with the changes of business conditions, it may lead to management risks. (VI) risk of accounts receivable
During the reporting period, the balance of accounts receivable at the end of each period of the company was 154870900 yuan, 198837600 yuan, 269598200 yuan and 303569000 yuan respectively, accounting for 53.74%, 56.73%, 68.74% and 154.01% of the operating revenue of the same period respectively. With the continuous expansion of the company’s income scale, the company’s accounts receivable balance may increase to a certain extent.
The company’s customers are mainly real estate developers. With the continuous expansion of the company’s income scale, in the future, if the customers’ financial situation deteriorates due to macroeconomic fluctuations, real estate industry regulation policies or their own operation and management and other factors, resulting in their inability to pay on schedule, It will make the company face the risk of poor working capital turnover and increased bad debt losses caused by the increase of accounts receivable balance, and have a certain adverse impact on the company’s capital turnover and profit level. 2、 Important commitments related to this offering and binding measures for failure to fulfill commitments
The company reminds investors to carefully read the important commitments made by the company, shareholders, directors, supervisors, senior managers, sponsors of the offering and securities service institutions, as well as the binding measures for failure to fulfill the commitments, See “III. commitments related to investor protection” in “annex to section 13” of this prospectus for important commitments made by relevant responsible parties of this offering and binding measures for failure to fulfill commitments. 3、 Accumulated profit distribution plan before issuance
According to the resolution of the company’s 2020 annual general meeting of shareholders, after the issuance, all new and old shareholders will jointly enjoy the accumulated undistributed profits before the issuance according to the proportion of shares after the issuance. 4、 Profit distribution policy after the issuance
For the profit distribution policy and dividend return plan after this offering, see “II. (I) dividend distribution policy after this offering and listing” in “section 10 investor protection” of this prospectus. 5、 Read the tips in the risk factors section
The company reminds investors to carefully read all the contents of the section “section IV Risk Factors” of the prospectus, fully understand the risk factors disclosed by the company, and make investment decisions prudently. 6、 Main financial information and operating conditions from the audit base date of the financial report to the signing date of the prospectus (I) main operating conditions after the audit deadline of the financial report
From the audit base date of the financial report to the signing date of this prospectus, all businesses of the company have been carried out normally, the operation is stable, the overall operation of the company is good, and there are no major changes or major adverse factors leading to abnormal fluctuations in the operating performance of the company. The service content, business model, sales model, procurement model, main customer types and composition of suppliers, tax policies and other major matters that may affect the judgment of investors have not changed significantly. (II) performance in 2021
According to the review report (dxyz [2022] No. 8-00001) issued by Daxin certified public accountants, as of December 31, 2021, the total assets of the company were 463.8104 million yuan and the total owner’s equity was 282.648 million yuan; In 2021, the company’s operating income was 413.4274 million yuan and its net profit was 74.7339 million yuan. After deducting non recurring profits and losses, the net profit attributable to the shareholders of the parent company was 71.5246 million yuan. The issuer has disclosed its main operating conditions and performance in 2021 after the audit deadline of the financial report in “XVI. Timeliness of accounting information” of “Section VIII Financial Accounting Information and management analysis” of this prospectus.
Except for the “tips on major matters” in this prospectus, the issuer has not changed significantly in the regulatory policies, tax policies and other major matters that may affect the judgment of investors in its industry. 7、 Expected performance of the issuer from January to March 2022
Combined with the current market environment and the company’s actual operating conditions, the company’s operating performance from January to March 2022 is expected to be as follows:
Unit: 10000 yuan
Change range of the project from January to March 2022 to January to March 2021 (%)
Estimated unaudited amount
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