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.
Beijing Geling Shentong Information Technology Co., Ltd
Beijing Deep Glint Technology Co., Ltd.
1a025, inside 101, floor 1, No. 1, Wangjing East Road, Chaoyang District, Beijing
Initial public offering and listing on the science and Innovation Board
Letter of intent
Sponsor (lead underwriter)
689 Guangdong Road, Shanghai
Statement and commitment
Any decision or opinion made by China Securities Regulatory Commission and Shanghai Stock Exchange on this issuance does not indicate that they guarantee the authenticity, accuracy and integrity 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 shall not exceed 46245205, accounting for no less than 25.00% of the total share capital of the company after issuance. The original shareholders of this offering do not offer shares to the public.
The par value of each share is RMB 1.00
Issue price per share [] yuan
Expected issue date: March 7, 2022
Stock exchanges and sectors to be listed Shanghai Stock Exchange science and Innovation Board
The total share capital after issuance shall not exceed 184980819 shares
Sponsor (lead underwriter) Haitong Securities Company Limited(600837)
Signing date of the prospectus: February 25, 2022
Tips on major issues
This important notice only reminds investors of the company’s risks and other important matters that need special attention. In addition to the tips on major matters, investors are kindly requested to carefully read the text of this prospectus. 1、 Not yet profitable and there is a risk of accumulated unrecovered losses
As of the end of the reporting period, the company’s accumulated outstanding loss was -100.5188 million yuan. The company has not made a profit and has accumulated unrecovered losses, which is mainly due to the large R & D investment in the early stage but the small income scale and the large share based payment expenses arising from the implementation of equity incentive. At the same time, due to the service period set by the company for the equity incentive of employees, the total amount of share based payment expenses expected to be amortized from 2021 to 2024 is 144.1459 million yuan (assuming that the resignation of incentive objects is not considered).
In the next few years, the company will have continuous R & D investment and share based payment expenses. After listing, the unprofitable state may persist and the accumulated unrecovered losses may continue to expand. The company may not be able to pay cash dividends in the short term, which will have a certain adverse impact on the investment income of shareholders. At the same time, it may cause the shortage of cash flow of the company and affect the business expansion Talent introduction, team stability, R & D investment, market development and other aspects have a negative impact. 2、 The market competition in the field of urban management is fierce, the company’s commercialization landing time is late, and the risk of covid-19 epidemic
The field of urban management is one of the more extensive and mature fields of artificial intelligence technology development and application. There are many market participants in this field, including security equipment manufacturers, communication service manufacturers, project integrators, AI companies, etc. the market competition is fierce. Compared with companies in the same industry, the company achieved commercialization later, mainly because the company’s early research and development direction is mainly behavior recognition products formed by three-dimensional vision technology, and the landing application is in the financial and commercial fields. In 2016, the company began to develop face and vehicle recognition products that can be applied to urban management more quickly according to market trends. During the reporting period, the company’s revenue in the field of urban management was 39.6623 million yuan, 36.6939 million yuan, 124.9596 million yuan and 47.7631 million yuan respectively. The main customers were large integrators, and the revenue of the top five integrators accounted for 84.74%, 60.93% respectively 40.44% and 60.14%, with high customer concentration. If the company’s late commercialization in the field of urban management leads to weak accumulation of customer resources and less than expected market expansion, or the cooperative relationship between the company and its main customers is replaced by other suppliers, the company will face the risk of decline in operating performance.
In 2020, in response to covid-19 epidemic, the company launched dual light temperature measurement intelligent identification equipment, which achieved a sales revenue of 47.1602 million yuan in that year, accounting for 19.43% of the operating revenue in that year, offsetting the adverse impact of the epidemic to a certain extent; From January to June 2021, the income of dual light temperature measurement intelligent identification equipment was 1.3322 million yuan, with a large decline. With the mitigation and control of covid-19 epidemic, the product has the risk of decline in sales income due to reduced demand.
At the same time, if the global epidemic situation cannot be alleviated or spread further in time in the future, the risk that subsequent epidemic changes and related industrial transmission will have an adverse impact on the company’s production, procurement, sales and acceptance, and then affect the company’s normal production and operation cannot be ruled out. 3、 The company has a single large-scale landing scene in the field of smart finance and commercial retail, high customer concentration and the risk of income fluctuation
In the field of smart finance, the company’s end customers were only Agricultural Bank Of China Limited(601288) from 2018 to 2020 and began to establish business cooperation with China Construction Bank Corporation(601939) from 2021. During the reporting period, the company’s revenue from Agricultural Bank Of China Limited(601288) was 4.6868 million yuan, 23.7397 million yuan, 46.9709 million yuan and 17.02 million yuan respectively, accounting for 70.91% of the total revenue of all customers in the field of smart finance. In September 2021, the framework purchase agreement for the security equipment project shortlisted in 2018 Agricultural Bank Of China Limited(601288) expired. Although the company has completed the bidding for the renewal project, there is still a risk that it can not be successfully renewed. In the field of commercial retail, during the reporting period, the main end customers of the company’s smart service station business were China Petroleum & Chemical Corporation(600028) , and the revenue from China Petroleum & Chemical Corporation(600028) smart service station project was 299300 yuan, 6.94 million yuan, 34.2025 million yuan and 327500 yuan respectively, accounting for 98.91% of the total revenue of smart service station business and 74.12% of the total revenue of commercial retail. In 2021, the business income of smart service station decreased significantly, mainly due to the sharp decline of income in 2020 China Petroleum & Chemical Corporation(600028) affected by macroeconomic factors such as the decline of international oil price and the shrinking demand of oil market, and the delay of budget expenditure of relevant projects.
The large-scale landing scenario of the company’s smart finance field and commercial retail field is relatively single, the customer concentration is high, and the income of the smart service station is greatly affected by the purchase plan of the end customer China Petroleum & Chemical Corporation(600028) . If the production and operation status, purchase budget plan and supply chain system of the main customers change, If the company fails to continuously obtain orders from major customers, or the cooperative relationship between the company and such customers is replaced by other suppliers, or the budget expenditure of end customers fails to recover normally due to the continuous downturn of international oil price and insufficient market demand, or the company cannot effectively develop new customer resources and implement new application scenarios, there will be a risk of large fluctuation in the company’s revenue, This will have an adverse impact on the company’s business development and financial situation.
4、 The company’s commercialization in new fields such as sports health and rail transit operation and maintenance is less than expected
During the reporting period, the company’s main business income mainly came from three major fields: urban management, smart finance and commercial retail. It carried out forward-looking business layout in new fields such as sports health and rail transit operation and maintenance, and some products and solutions have entered the stage of customer verification. However, the commercialization progress of the new business scenario is subject to many factors, such as the company’s lagging progress in relevant technology research and development, insufficient delivery capacity, weak customer acceptance and promotion progress of products, which may lead to the rapid large-scale production or market acceptance of new products, or the commercialization benefit is less than expected and cannot make up for the initial investment, It will have an adverse impact on the profitability and future development of the enterprise. 5、 Risks of data security and science and technology ethics
In terms of data security, the effective laws, regulations and industry norms such as the network security law, the civil code, the personal information security code and the personal information protection law stipulate the basic principles for the collection and use of personal information, the compliance obligations of personal information controllers and the protection of the rights of personal information subjects. In terms of science and technology ethics, the guiding opinions on strengthening the governance of science and Technology Ethics (Draft for comments) put forward guiding opinions on strengthening the governance of science and technology ethics and preventing ethical risks. The discussion and Research on artificial intelligence ethics at home and abroad are constantly launched, and the public pays more and more attention to the ethical and moral issues of artificial intelligence.
During the reporting period, the revenue scale of the company’s artificial intelligence products and solutions increased rapidly, and the scale and demand of customers in the downstream market increased continuously. Under the above policy background, ensuring data security compliance and standardizing scientific and technological ethics review are becoming more and more important for the sustainable development of the company’s business in the future. If the issuer fails to comply with the provisions of relevant laws and regulations or business contracts in the process of data acquisition or processing, or the relevant internal control system of the company on data security and ethical audit fails to operate effectively, or the company’s customers infringe upon the interests of personal information subjects or touch the ethical problems of artificial intelligence technology when using the company’s products, Then, the personal information subject may file relevant litigation or arbitration, or the issuer may be subject to administrative punishment by relevant departments, or social attention and public opinion discussion may be triggered due to ethical issues, which may have an adverse impact on the issuer’s business development, market development and brand image. 6、 Risk of being included in the “entity list” by the U.S. Department of Commerce
In the context of Sino US trade frictions, in July 2021, the US Department of Commerce announced that many Chinese companies and institutions, including issuers, would be included in the “entity list”, which would not have a significant adverse impact on the company’s daily external sales and customer expansion, However, it may impose certain restrictions on the purchase of hardware containing chips and other parts produced by foreign manufacturers in the process of R & D and raw material procurement. Although the issuer has formulated a product scheme for replacing domestic devices and some products have been replaced by domestic devices, due to the fact that the implementation of the scheme requires a certain verification time and the uncertainty of customers’ approval of products using alternative devices, it may have a certain impact on the production and operation of the issuer. At the same time, it may have a certain adverse impact on the company’s future theoretical and academic research at the forefront of artificial intelligence, international academic exchanges and overseas business expansion. 7、 Main financial information and operating conditions after the base date of financial report audit
(I) overall operation
After the audit deadline of the financial report (June 30, 2021), the internal and external environment of the company’s production and operation has not changed or will change significantly. Between the audit deadline of the financial report and the signing date of this offering intention, the issuer’s business condition is good, and there are no significant changes in the issuer’s business model, procurement scale and price of main raw materials, production model, sales scale and price of main products, composition of main customers and suppliers, main tax policies, etc, There are no other major events that may affect the judgment of investors. (II) main financial information after the audit date
The audit deadline of the company’s financial report is June 30, 2021. Rongcheng certified public accountants reviewed the company’s balance sheet as of December 31, 2021, profit statement, cash flow statement and notes to relevant financial statements in 2021, and issued the review report (Rongcheng zhuanzi [2022] No. 350z002), “According to our review, we have not noticed anything that makes us believe that the financial statements have not been prepared in accordance with the provisions of the accounting standards for business enterprises and fail to fairly reflect the consolidated and parent company’s financial position as of December 31, 2021 and the consolidated and parent company’s operating results and cash flow in 2021 in all material aspects.”
The main financial data reviewed by the company are as follows:
1. Main report items
Unit: 10000 yuan
Change range of the project from December 31, 2021 to December 31, 2020
Total assets 77887.44
