After this stock issuance, it is planned to be listed on the science and innovation board market, which has high investment risk. Kechuang board company has the characteristics of large R & D investment, high operation risk, unstable performance and high delisting risk. Investors are facing greater market risk. Investors should fully understand the investment risks of the science and innovation board market and the risk factors disclosed by the company, and make investment decisions prudently.
Zhuhai Gaoling Information Technology Co., Ltd
Zhuhai Comleader Information Science & Technology Co., Ltd.
(address: No. 1, Pingdong 1st Road, Nanping Science and Technology Industrial Park, Zhuhai)
Initial public offering and listing on the science and Innovation Board
Letter of intent
Sponsor (lead underwriter)
(floors 10-19, South Tower, energy building, No. 2026, Jintian Road, Futian street, Futian District, Shenzhen)
Statement and commitment
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 the prospectus and other information disclosure materials are free from false records, misleading statements or major omissions, and bear individual and joint legal liabilities for their authenticity, accuracy and completeness.
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 individual and joint legal liabilities for its authenticity, accuracy and completeness. The person in charge of the company, the person in charge of accounting and the person in charge of the accounting institution 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 shall not exceed 23226600 shares, not less than 25% of the total share capital after issuance. This public offering of shares is a public offering of new shares and does not involve the transfer of old shares.
The par value of each share is RMB 1.00
Issue price per share [] yuan / share
Expected issue date: March 4, 2022
Stock exchanges and sectors to be listed Shanghai Stock Exchange Kechuang board
The total share capital after issuance shall not exceed 92906379 shares
Sponsor (lead underwriter) China Greatwall Securities Co.Ltd(002939)
Signing date of the prospectus: February 24, 2022
Tips on major issues
The company 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:
The company specially reminds investors to pay attention to the following risks in "section IV Risk Factors": first, the risk of future performance fluctuation of military telecommunication network communication equipment business
From 2018 to 2020, the company's revenue from military telecommunication network communication equipment business mainly came from program-controlled switching system equipment, with program-controlled switching system equipment revenue of 11.7797 million yuan, 48.7167 million yuan and 247.9242 million yuan respectively. The company's program-controlled switching system equipment revenue mainly comes from the sales to the national defense unit B of the military centralized procurement platform and the sales formed by sporadic procurement by users of various services. Affected by the military system reform and other factors, the company's revenue base of military telecommunication network communication equipment in 2018 was small, resulting in rapid growth of revenue in 2019 and 2020, but such growth is not sustainable, and it will enter a period of stable development in the future, and even negative growth of revenue may occur.
At this stage, program-controlled switching system equipment is mainly used in special network fields such as military telecommunication network, but less in public network field. The program-controlled switching system equipment applied to the public network has a high maturity. The technical development trend of the program-controlled switching system equipment applied to the field of military telecommunication network is mainly the increase of function and performance based on the characteristics of military communication, and meets the requirements of integrated communication brought by the coexistence of multiple networks of military communication network and the construction of new network. According to the sales of the company to national defense unit B in 2020 and the specifications and quantities of office machines and user machines selected by the company, the annual market scale of program-controlled switching system equipment under the centralized procurement mode is about 277 million yuan. Combined with the market scale of sporadic procurement by users of various services, the overall annual market scale of program-controlled switching system equipment in the field of military communications is more than 300 million yuan. According to this calculation, the market share of the company's program-controlled switching system equipment in the military communication field has exceeded 60% in 2020. Affected by the market scale and market share of the company, the future growth space of the company's program-controlled switching system equipment is limited; Military equipment procurement will also be restricted by national policies, procurement cycle and military budget. If relevant military policies change and budget are reduced in the future, the income of program-controlled switching system equipment will fluctuate or even decline.
Meanwhile, if the military telecommunication network starts the construction of IMS network, the company will participate in the market competition of IMS equipment with potential competitors such as Huawei, ZTE, Genew Technologies Co.Ltd(688418) . Under the IMS network architecture, the military communication switching equipment is IMS equipment such as session control equipment. If the company cannot occupy a dominant position in the competition of new products and obtain market share, it will have a significant adverse impact on the future performance of the military telecommunication network communication equipment business.
2、 The endogenous security business in cyberspace is in its infancy, but the company's investment is at great risk
During the reporting period, the company's cyberspace endogenous security business revenue was 3555400 yuan, 14651800 yuan, 3703400 yuan and 20425900 yuan respectively; The R & D expenditure of cyberspace endogenous security business was 1654700 yuan, 6051100 yuan, 18547600 yuan and 9547800 yuan respectively.
As of the end of the reporting period, the accumulated loss of Xinda Wangyu, a subordinate of the company specializing in the endogenous security business of cyberspace, was 55.083 million yuan; 537.6268 million yuan of the raised funds will be used for "endogenous security pseudo defense infrastructure platform construction project" and "endogenous Security Cloud and data center development and construction project".
The company's cyberspace endogenous security system is based on pseudo defense technology. Unlike traditional network protection technologies such as "leak detection, door blocking, anti-virus and horse killing", pseudo defense technology is an emerging active defense technology. It takes a long time to cultivate and mature relevant markets. If the company's cyberspace endogenous security business based on pseudo defense technology is not well known and accepted by the network and information security industry, and relevant products are not recognized and sold by users, it will have a significant adverse impact on the implementation of the company's raised investment projects and future profitability. 3、 Risk of declining revenue of network content security business
From 2018 to 2020, the company's network content security business revenue decreased year by year, reaching 86.3369 million yuan, 67.5474 million yuan and 36.383 million yuan respectively. The revenue from network content security business during the reporting period mainly comes from the construction contract of telecommunication network harmful information prevention system project. The customers of this kind of contract are mainly local communication management departments and operators, with the characteristics of large contract amount and long execution cycle. The company still has a certain gap in the field of mobile Internet content security compared with the leading enterprises in the industry. As of the end of the reporting period, the contract amount of the mobile Internet harmful information prevention system project being performed by the company was 93.1460 million yuan. Except for such contracts being performed, the company had no income from the mobile Internet harmful information prevention system during the reporting period.
At present, the international gateway Bureau and 31 provinces in China have built a provincial telecommunications network harmful information prevention system, and the mobile Internet harmful information prevention system is under construction. The future growth of the company's network content security business is mainly due to the expansion and upgrading of the harmful information prevention system of telecom networks in all provinces and the construction of mobile Internet harmful information prevention system. If the construction demand decreases or the company is unable to obtain contract orders in business competition, it will have an adverse impact on the network content security business, It may even lead to a further decline in the revenue of network content security business. 4、 Risk of inventory falling price loss
At the end of each reporting period, the book value of the company's inventory was 159.1823 million yuan, 204.297 million yuan, 241.7721 million yuan and 225.7928 million yuan respectively, accounting for 51.12%, 37.36%, 28.77% and 26.35% of current assets respectively. The amount of raw materials and semi-finished products in the company's inventory is large except for products in process, goods in stock and goods issued.
As of the end of the reporting period, the balance of raw materials and semi-finished products of the company was 63.7567 million yuan, accounting for 26.44% of the ending inventory balance. Among them, the amount of goods prepared for future maintenance obligations is 9.0679 million yuan, and the provision for falling price of such inventories has been withdrawn for 1.3534 million yuan. If the subsequent market price of such inventories decreases or the customer does not purchase the expected maintenance and preparation from the company, the maintenance and preparation may be further impaired; At the same time, the balance of raw materials and semi-finished products with full provision for price decline due to the shutdown of the company's products or the unavailability of renewal is 6.9687 million yuan. With the change of downstream customer demand, there is still a risk that full provision for price decline is required due to the unavailability of raw materials due to product renewal in the future.
With the continuous expansion of the company's business scale, the company's inventory balance may still maintain a high level, which may also exert certain pressure on the company's working capital. There is also the risk of inventory falling in price due to changes in market environment, technology and customer demand or intensified competition, or the failure of smooth acceptance of projects under construction due to poor management, quality problems and other factors. 5、 Risk of new product development
The military communication, network and information security and environmental protection Internet of things application industries where the company is located belong to technology intensive industries, with rapid changes in technology renewal and downstream market demand. Therefore, the company should keep up with the technological trend of the industry, continue to carry out technological innovation and develop new products that meet the needs of customers in time.
At this stage, the company's military telecommunication network communication equipment business continues to develop and enrich relevant product series around the possible network construction of military telecommunication network; The business of network content security products mainly focuses on the field of mobile Internet harmful information prevention, and strengthens the company's product capability in terms of special access equipment; The endogenous security business in cyberspace continues to promote the industrialized application of pseudo defense technology.
If the company fails to accurately grasp the technical development trend of the industry, the newly developed products cannot meet the needs of customers, the major R & D projects fail to make breakthroughs or succeed as scheduled, the new products or supporting product systems fail to win the bid or be selected or fail to pass the appraisal, or the benefits brought by the new products cannot absorb the R & D expenses invested, Continuous high R & D investment will weaken the profitability of the company, and there is a risk of sharp decline in operating performance or even loss. 6、 Risk of significant fluctuations in revenue due to progress in the implementation of major contracts
In each period of the reporting period, the company's military telecommunication network communication equipment business income was 18.9686 million yuan, 72.9399 million yuan, 28.8676 million yuan and 84.7842 million yuan respectively, accounting for 10.91%, 29.08%, 71.25% and 42.93% of the main business income in each period; The main customer of military telecommunication network communication equipment business is national defense unit B. the single amount of contract signed between the company and national defense unit B is large. The revenue growth in 2020 mainly comes from two contracts signed with national defense unit B, with the amount of 52.9426 million yuan and 219.8425 million yuan.
In each period of the reporting period, the revenue of network content security business was 86.3369 million yuan, 67.5474 million yuan, 36.383 million yuan and 37.7402 million yuan respectively, accounting for 49.65%, 26.93%, 9.16% and 19.11% of the main business revenue in each period; The revenue of network content security business mainly comes from the system construction projects of local communication management departments, which has the characteristics of centralized downstream customers and large single contract amount. There are 2, 2, 1 and 1 contracts with revenue of more than 20 million yuan recognized in each period of the reporting period, and the corresponding revenue amounts are 60.286 million yuan, 41.4929 million yuan, 22.565 million yuan and 25.7741 million yuan respectively.
The company's military telecommunication network communication equipment business and network content security business are greatly affected by the progress of the implementation of major contracts. If the company is unable to sign contracts with customers due to sudden factors, or the progress of contract implementation lags or delays, it will have an adverse impact on the company's revenue or cause the risk of significant fluctuations in the company's revenue. 7、 Main financial information and operating conditions after the audit deadline of financial report (I) operating conditions after the audit deadline of financial report
The deadline for the audit of the company's financial report is June 30, 2021. Between the deadline for the audit of the financial report and the signing date of the offering intention, there has been no major adverse change in the industry in which the company is located, the overall operation of the company is in good condition, the business model has not changed significantly, the production and sales of the company's main products, the procurement of main raw materials, the composition of main customers and suppliers Tax policies and other major matters that may affect the judgment of investors
