Stock abbreviation: Shanghai Taisheng Wind Power Equipment Co.Ltd(300129) Stock Code: Shanghai Taisheng Wind Power Equipment Co.Ltd(300129) Shanghai Taisheng Wind Power Equipment Co.Ltd(300129)
(address: No. 1988, Weiqing East Road, Jinshan District, Shanghai)
Issue A-Shares to specific objects in 2021
Prospectus
(Registration draft)
Sponsor (lead underwriter)
China International Capital Corporation Limited(601995)
(27th and 28th floors, building 2, international trade building, No. 1 Jianguomenwai street, Chaoyang District, Beijing)
March, 2002
Statement
The company and all directors, supervisors, senior managers and actual controllers promise that the contents of this prospectus are true, accurate and complete without false records, misleading statements or major omissions, fulfill their commitments in good faith 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 organization (Accounting Supervisor) shall ensure that the financial and accounting reports in the prospectus are true and complete.
Any decision made by the securities regulatory authority and other government departments on this issuance does not indicate that they have made a substantive judgment or guarantee on the value of the securities issued by the company or the income of investors. Any statement to the contrary is a false statement.
According to the provisions of the securities law, after the securities are issued according to law, the company shall be responsible for the changes in the company's operation and income, and the investors shall be responsible for the investment risks caused by the changes.
Tips on major issues
The company specially reminds investors to pay full attention to the following major matters and carefully read the chapter on risk factors in this prospectus. 1、 Risk of policy and performance fluctuation in wind power industry
The company's main business is the manufacturing and sales of onshore and offshore wind power equipment (including wind power tower, jacket, pipe pile, etc.) and offshore engineering equipment. Its main products are independent brand wind power tower (including onshore wind power tower, offshore wind power tower), offshore wind conductive pipe frame, offshore wind power pipe pile, offshore booster station platform, etc. The sales scale of the above wind power products is closely related to the prosperity of wind power machine manufacturing enterprises and the development of wind power industry. Affected by the global economic development and the adjustment of wind power industry policies in various countries, the new installed capacity of global wind power will fluctuate accordingly.
In recent years, the rapid development of China's wind power industry has largely benefited from the strong support of the state for the wind power industry in terms of on grid price protection, compulsory grid connection, compulsory power purchase and various tax preferential policies. However, with the rapid development of the wind power industry and the increasing maturity of technology, the above-mentioned incentive policies are gradually decreasing. For onshore wind power projects, in May 2019, the national development and Reform Commission issued the notice on improving the on grid tariff policy for wind power (fgjg [2019] No. 882), reducing the newly approved onshore wind power guidance price for class I ~ IV resource areas in 2020 that meets the planning and is included in the annual scale management of financial subsidies; The notice also pointed out that since January 1, 2021, the newly approved onshore wind power projects have fully realized parity Internet access, and the state will no longer subsidize. For offshore wind power projects, according to the opinions on promoting the healthy development of non-aqueous renewable energy power generation issued by the Ministry of finance of the people's Republic of China, the national development and Reform Commission of the people's Republic of China and the national energy administration and the corresponding official interpretation, The existing offshore wind power generation and Cecep Solar Energy Co.Ltd(000591) solar thermal power generation projects that have been approved (filed) as required and all units have been connected to the grid before December 31, 2021 will be included in the scope of central financial subsidies according to the corresponding price policies; New offshore wind power and solar thermal projects will no longer be included in the scope of central financial subsidies and will be supported by local governments according to the actual situation.
During the reporting period, affected by the above policies, wind power investors generally concentrated on the construction of wind farms before the decline of subsidies, resulting in a "rush to install" in the industry. From 2018 to 2020 and from January to September 2021, the company's operating revenue was 1472526200 yuan, 2219025800 yuan, 3 Nantong Acetic Acid Chemical Co.Ltd(603968) 500 yuan and 2344171000 yuan respectively, with an annual compound growth rate of 56.44% from 2018 to 2020, The overall growth is relatively fast. However, after the decline of subsidies, wind power investors need to re calculate the income and make investment decisions for wind farm construction projects. Among them, offshore wind farm construction projects need to be comprehensively studied and judged in combination with local subsidy policies, which may lead to a decline in market demand in the short term, and then affect the economic benefits of relevant manufacturing enterprises. As a manufacturer of wind power equipment, the company's revenue and profit will be affected by the above policy adjustment in the short term. 2、 Some land and real estate have ownership defects and risks
As of the signing date of this prospectus, the two land use rights owned by the company's subsidiaries Altay Taisheng and Turpan Taisheng have not obtained the property right certificate, because the local competent authority requires the land and aboveground real estate to uniformly handle the real estate property right certificate, and the construction in progress on the corresponding land has not been completed. The construction projects of Altay Taisheng and Turpan Taisheng on the two lands exceed the commencement and completion time limit agreed in the corresponding state-owned construction land use right transfer contract, and there is a risk of being required to pay liquidated damages by the corresponding competent department of land and resources; Among them, the construction project of Turpan Taisheng on the corresponding parcel of land has not been started, and there are legal risks of being identified as idle land, paying idle land fees and being recovered without compensation.
At the same time, as of the signing date of this prospectus, some of the properties being used by the company and its subsidiaries have not obtained corresponding property rights certificates, and some of the unlicensed properties are used for production and operation related to the main business of the company and its subsidiaries. There are 69 houses for which the company and its subsidiaries have not obtained the property right certificate, of which 1 has completed the completion acceptance procedures and is handling the ownership certificate. It is expected that there is no substantive legal obstacle to obtaining the ownership certificate; 10 houses have obtained some construction procedures and are going through the remaining construction procedures. These houses account for 20.90% of the total real estate area of the company. These houses are delivered for use before the completion acceptance is organized, and there is a legal risk of being ordered to make corrections and fined by the competent authority; 58 have not obtained any construction procedures, and these houses account for 16.12% of the total real estate area of the company. These houses are at risk of being demolished by the competent authority within a time limit, and the company and its corresponding subsidiaries are at legal risk of being fined by the competent authority. As of the signing date of this prospectus, the company and its subsidiaries have not been punished by the competent authority for the above matters, the competent department of unlicensed land has issued a compliance statement, and the local competent department of most unlicensed real estate has issued a certificate that there is no risk of demolition and no major violations of laws and regulations.
Although the company and relevant subsidiaries are actively going through the relevant property right registration procedures, there is still a risk that the relevant ownership certificate cannot be handled due to the imperfect property right procedures. In the end, if the company and relevant subsidiaries are punished by the competent government department for such unlicensed land and real estate or the relevant assets are ordered to recover, dismantle or stop using, it will have an adverse impact on the production and operation of the company. The current actual controller team of the company and Kaide investment control, the new controlling shareholder after the issuance of shares to specific objects, have issued a letter of commitment to continuously ensure that the listed company will not suffer relevant losses due to the above unlicensed real estate and land. However, if the current actual controller team or Kaide investment control cannot fulfill their commitments, the above unlicensed real estate The land may still have an adverse impact on the company's production and operation. 3、 Credit loss risk of accounts receivable
With the rapid expansion of business scale, the scale of accounts receivable of the company is also growing. The book values of accounts receivable at the end of 2018, 2019, 2020 and September 2021 are 667223800 yuan, 803726400 yuan, 1363896600 yuan and 1493754800 yuan respectively, accounting for 19.28%, 18.80%, 28.10% and 27.18% of the total assets respectively. The reason for the large amount of accounts receivable of the company is that the domestic customers of the company are mainly large-scale wind power operators, and the customer payment cycle is long. Although the above-mentioned enterprises have large scale, good credit and less possibility of uncollectible accounts receivable, with the continuous improvement of the company's business scale and the extension of the collection cycle of accounts receivable after the "rush loading tide", there may still be bad debt and bad debt risks in the future, or the increase of capital cost due to the extension of payment cycle, This will adversely affect the profitability of the company. 4、 Large inventory balance and impairment risk
The company's inventories are mainly composed of raw materials, products in process and goods in stock. With the continuous expansion of the company's business scale, the inventories at the end of the reporting period increased rapidly. The book values of inventories at the end of each period were 7793063 million yuan, 9376824 million yuan, 10119832 million yuan and 16530773 million yuan respectively, accounting for 33.62%, 29.58%, 26.74% and 37.34% of current assets at the end of the period. The company has a large amount of inventory at the end of each period, which is in line with the characteristics of the industry and the company's business model. In the future, if the company's inventory products are unsalable due to customer project change or cancellation, the company's inventory may be impaired, which will have an adverse impact on the company's operating performance and profitability. 5、 Raw material price fluctuation risk
The main raw materials purchased by the company are steel. During the reporting period, the cost of raw materials accounted for a high proportion of the cost of main business, and the price fluctuation of raw materials will directly affect the gross profit margin of the company. If the price of main raw materials rises sharply in the future, it will directly affect the production cost, sales price and gross profit margin of the company's main products, resulting in fluctuations in the company's operating performance.
catalogue
Declare that 1. Tips on major issues two
1、 Wind power industry policy and performance fluctuation risk two
2、 Some land and real estate have ownership defects and risks three
3、 Credit loss risk of accounts receivable four
4、 Large inventory balance and impairment risk four
5、 Raw material price fluctuation risk 4 catalog 5 interpretation Section 1 basic information of the company twelve
1、 Basic information of the company twelve
2、 Ownership structure, controlling shareholders and actual controllers thirteen
3、 Main characteristics of the industry and industry competition seventeen
4、 Main business models, main contents of products or services thirty-five
5、 Existing business development arrangements and future development strategies sixty-one
6、 Pending litigation, arbitration and administrative punishment sixty-three
7、 Financial investment 69 section 2 summary of this offering seventy-five
1、 Background and purpose of this offering seventy-five
2、 Issuing object and its relationship with the company seventy-eight
3、 Summary of this release scheme to specific objects seventy-eight
4、 The funds raised in this offering are invested in eighty
5、 Whether this issuance constitutes a connected transaction eighty
6、 Whether this issuance will lead to changes in the company's control eighty-one
7、 The issuance plan has been approved by relevant competent authorities and the procedures to be submitted for approval Section III basic information of the issuing object eighty-three
1、 Basic information eighty-three
2、 Foreign investment and business of the issuing object eighty-three
3、 After this issuance, the horizontal competition and related party transactions between the issuing object and the issuer 84 IV. major transactions between the issuer and the company in the 12 months prior to the disclosure of the prospectus for this offering eighty-seven
5、 The source of funds for this subscription and relevant commitments eighty-eight
6、 The reduction of shares held by the subscription object in the issuer within six months before the pricing benchmark date 89 Section IV summary of conditional share subscription agreement and supplementary agreement ninety
1、 Conditional share subscription agreement ninety
2、 Abstract of the supplementary agreement to the conditional effective share subscription agreement Section V summary of conditional share transfer agreement Section VI feasibility analysis of the board of directors on the use of the raised funds one hundred
1、 The basic information of the project invested by the raised funds one hundred
2、 Necessity and feasibility analysis of the project invested by the raised funds one hundred
3、 The analysis of the company's operation, management and financial situation is issued to specific objects this time Section VII discussion and analysis of the board of directors on the impact of this issuance on the company one hundred and three
1、 Changes in the company's business, articles of association, shareholder structure and senior management structure one hundred and three
2、 Changes in the company's financial position, profitability and cash flow 104 III. business relationship, management relationship, related party transactions and horizontal competition between the company and its controlling shareholders and their affiliates
Changes one hundred and four
4、 After the completion of this offering, the company's funds, asset occupation and related guarantees one hundred and five
5、 The impact of this issuance on the company's liabilities 105 Section VIII risk factors related to this offering 106 I. factors that may have a significant adverse impact on the company's core competitiveness, business stability and future development 106
2、 Factors that may lead to the failure of this offering one hundred and eleven
3、 Stock price fluctuation risk 111 section IX statements relating to this offering one hundred and twelve
1、 The company and all directors, supervisors and senior managers declare that one hundred and twelve
2、 Statement of the controlling shareholder and actual controller of the issuer
