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.
Shenzhen Han nationality Numerical Control Technology Co., Ltd
(antuoshan high tech Industrial Park, Shaer community, Shajing street, Bao’an District, Shenzhen)
The first, second, third and fourth floors of plant 17,
1st and 2nd floors of No. 2 plant, 1st and 2nd floors of No. 14 plant)
Initial public offering and listing on GEM
Prospectus
Sponsor (lead underwriter)
(North block of excellence Times Square (phase II), No. 8, Zhongxin Third Road, Futian District, Shenzhen, Guangdong)
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.
Overview of this offering
Type of shares issued: RMB ordinary shares (A shares)
The number of shares issued this time the company publicly issued 42 million new shares, accounting for no less than 10% of the total share capital of the company after this issuance. The original shareholders did not publicly offer old shares
The par value of each share is RMB 1.00
The issue price per share is 76.56 yuan
Issue date: February 16, 2022
Stock exchange to be listed and Shenzhen Stock Exchange gem
block
The total share capital after issuance is 420 million shares
Sponsor (lead underwriter) Citic Securities Company Limited(600030)
Signing date of prospectus: February 22, 2022
Tips on major issues
1、 Important commitments
For the important commitments made by the relevant responsible parties of this offering, please refer to “section XIII annex – Annex IV: relevant commitments of the issuer” in this prospectus. 2、 Accumulated profit distribution plan before this issuance
On March 1, 2021, the company held the first extraordinary general meeting of shareholders in 2021, deliberated and passed the proposal on the distribution of accumulated profits before the company’s initial public offering. According to the resolution, the accumulated undistributed profits before the company’s initial public offering were shared by the new and old shareholders after the offering according to the shareholding ratio after the offering. 3、 Han’S Laser Technology Industry Group Co.Ltd(002008) the spin off of Han nationality CNC meets the provisions of the spin off provisions
The spin off meets the relevant requirements of the spin off provisions for the domestic listing of the subsidiaries of the listed company, and is feasible as follows: (I) the shares of the listed company have been listed in China for three years
Han’S Laser Technology Industry Group Co.Ltd(002008) was listed on the Shenzhen Stock Exchange in 2004, three years ago, meeting the requirements of “domestic listing of shares of listed companies for three years”. (II) the listed company has made continuous profits in the last three fiscal years, and the accumulated net profit attributable to the shareholders of the listed company shall not be less than 600 million yuan after deducting the net profit of the subsidiaries to be separated according to equity in the last three fiscal years (the net profit shall be calculated according to the lower value before and after deducting non recurring losses)
According to the annual report disclosed by Han’S Laser Technology Industry Group Co.Ltd(002008) , Han’S Laser Technology Industry Group Co.Ltd(002008) achieved net profits attributable to shareholders of listed companies (the lower value before and after deducting non recurring profits and losses) of 1.454 billion yuan, 462 million yuan and 675 million yuan respectively in 2018, 2019 and 2020, which is in line with the provisions of “continuous profits in the last three fiscal years”.
According to the audited financial data, Han’S Laser Technology Industry Group Co.Ltd(002008) after deducting the net profit attributable to the common shareholders of the parent company, the net profit attributable to the shareholders of the listed company (calculated by the lower value before and after deducting the non recurring profit and loss) is RMB 1.838 billion, no less than RMB 600 million. The details are as follows:
Unit: 10000 yuan
Total of the project in 2020, 2019 and 2018
1、 Han’S Laser Technology Industry Group Co.Ltd(002008) net profit attributable to the parent company
Total of the project in 2020, 2019 and 2018
1. Net profit 97892.47 64221.95 171862.86 333977.28
2. Net profit after deducting non recurring profit and loss of 67497.40, 46228.12, 145419.86 and 259145.38
2、 Net profit attributable to parent company of Han nationality CNC
1. Net profit 30359.46 22797.46 37279.31 90436.23
2. Net profit after deducting non recurring profit and loss of 29662.76 20607.52 27221.87 77492.16
3、 Proportion of rights and interests of Han nationality CNC
Equity ratio 94.145% 99.10% 99.10%-
4、 Enjoy the net profit of Han nationality CNC according to equity
1. Net profit 28581.91 22592.28 36943.80 88118.00
2. Net profit after deducting non recurring profits and losses of 27926.01, 20422.06, 26976.87 and 75324.94
5、 Deducting the net profit of Han’s CNC enjoyed by equity
1. Net profit 69310.56 41629.67 134919.06 245859.28
2. Net profit after deducting non recurring profit and loss of 39571.40 25806.06 118442.99 183820.44
In the last three years Han’S Laser Technology Industry Group Co.Ltd(002008) , after deducting the net profit of Han’s CNC according to equity, The cumulative sum of 183820.44 net profits attributable to the shareholders of the parent company (the net profit is calculated by the lower value before and after deducting non recurring profits and losses) (III) the net profit of the subsidiary to be separated according to equity in the consolidated statements of the listed company in the latest fiscal year shall not exceed 50% of the net profit attributable to the shareholders of the listed company; In the consolidated statements of the listed company in the most recent fiscal year, the net assets of the subsidiaries to be separated according to their rights and interests shall not exceed 30% of the net assets attributable to the shareholders of the listed company
According to the audited financial data of Han numerical control, the net profit of Han numerical control attributable to the owner of the parent company in 2020 was 303594600 yuan, Han’S Laser Technology Industry Group Co.Ltd(002008) the net profit of Han numerical control enjoyed by equity in the consolidated statement of 2020 accounted for 29.20% of the net profit attributable to the shareholders of the listed company; In 2020, the net profit attributable to the owners of the parent company after deducting non recurring profits and losses was 296627600 yuan. In the consolidated statement of Han’S Laser Technology Industry Group Co.Ltd(002008) 2020, the net profit attributable to the shareholders of listed companies after deducting non recurring profits and losses accounted for 41.37% of the net profit attributable to the shareholders of listed companies after deducting non recurring profits and losses, Comply with the requirements of the spin off regulations.
At the end of 2020, the owner’s equity attributable to the parent company of Han CNC was 1828833700 yuan. In the consolidated statement at the end of Han’S Laser Technology Industry Group Co.Ltd(002008) 2020, the proportion of the net assets of Han CNC enjoyed by equity in the net assets attributable to the shareholders of the listed company was 17.66%, no more than 30%, which met the requirements of the spin off provisions, as follows:
Unit: 10000 yuan
Net assets attributable to the parent company after deducting the net profit of non recurring profit and loss attributable to the owner of the parent company
Net profit of owners
Han’S Laser Technology Industry Group Co.Ltd(002008) 97,892.47 67,497.40 974,698.55
Han CNC 30359.46 29662.76 182883.37
Enjoy the rights and interests of Han nationality CNC 94.145% 94.145%
Enjoy the net profit of Han CNC 28581.91 27926.01 172175.55 or net assets according to equity
Accounting for 29.20%, 41.37%, 17.66%
(IV) the listed company does not have the situation that the funds and assets are occupied by the controlling shareholders, actual controllers and their related parties, or other major related party transactions that damage the interests of the company. The listed company and its controlling shareholders and actual controllers have not been subject to administrative punishment by the CSRC in the last 36 months; The listed company and its controlling shareholders and actual controllers have not been publicly condemned by the stock exchange in the past 12 months. The financial and accounting reports of Listed Companies in the last year and the first period have been issued with standard unqualified audit reports by certified public accountants
As of the signing date of this prospectus, Han’S Laser Technology Industry Group Co.Ltd(002008) there is no situation that the funds and assets are occupied by the controlling shareholders, actual controllers and their related parties, and there are no other major related party transactions damaging the interests of the company.
Han’S Laser Technology Industry Group Co.Ltd(002008) and its controlling shareholder and actual controller have not been subject to administrative punishment by the CSRC in the past 36 months
