Gem investment 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 risk. Investors should fully understand the investment risks of the gem and the risk factors disclosed by the company, and make investment decisions prudently.
Shanghai Youning weishengwu Technology Co., Ltd
Shanghai Universal Biotech Co.,Ltd.
(address: room 1505, No. 1690, Kongjiang Road, Yangpu District, Shanghai)
Initial public offering and listing on GEM
Prospectus
Sponsor (lead underwriter)
(No. 8, Puming Road, China (Shanghai) pilot Free Trade Zone)
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 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 changes in the operation and income of the issuer or 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.
Profile of this offering
Type of shares issued: RMB ordinary shares (A shares)
The number of shares issued is 21666668, including: public development of shareholders-
Number of shares sold
The par value of each share is RMB 1.00
The issue price per share is 86.06 yuan
Issue date: December 17, 2021
Stock exchange and gem of Shenzhen Stock Exchange to be listed
The total share capital after issuance is 866666800 shares
Sponsor and lead underwriter Minsheng Securities Co., Ltd
Signing date of prospectus: December 23, 2021
Tips on major events
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. 1、 Important commitments
The company reminds investors to carefully read the important commitments made by the company and its actual controllers, other shareholders, directors, supervisors, senior managers, core technicians and relevant responsible subjects and the binding measures for failure to fulfill the commitments. See “VII. Important commitments” in “section 10 investor protection” of this prospectus for details. 2、 Distribution arrangement of accumulated profits and decision-making procedures performed before the completion of issuance
The third extraordinary general meeting of the company in 2020 deliberated and approved the proposal on the distribution plan of the company’s initial public offering of RMB common shares (A shares) and accumulated profits before listing on the gem , the shareholders of the company made a resolution on the distribution of the accumulated profits before the issuance, and the accumulated profits before the completion of the issuance shall be shared by all shareholders registered after the listing of the issuance. 3、 Overview of this offering
Article 2.1 of the Shenzhen Stock Exchange GEM Listing Rules is selected for this issuance The first set of listing criteria of Clause 2: the net profit in the last two years is positive, and the cumulative net profit is not less than 50 million yuan.
On June 5, 2020, the company held the third extraordinary general meeting of shareholders in 2020, The proposal on the company’s initial public offering of RMB common shares (A shares) and listing on the gem was deliberated and adopted. The total number of shares issued this time shall not exceed 2166668, accounting for no less than 25% of the total share capital of the company after issuance. This issuance does not involve the existing shareholders of the company transferring their shares to investors (old shares). IV. the company specially reminds investors to pay attention to the following risk factors and the risk factors disclosed in “section IV Risk Factors” of this prospectus, and make investment decisions prudently (I) the risk of intensified industry competition and competition failure
In recent years, with the rapid development of the company’s life science reagent and science service industry, the competition in the field of life science reagent has become more and more fierce. In the international market, Foreign brands such as Merck KGaA, Thermo Fisher, Danaher and ivanto (avantor) and others have a long history of development, occupy a dominant position in the market, generally have a large scale and a complete range of products. From the perspective of the Chinese market, the company faces different types of competitors, including the same comprehensive service providers, professional products or service companies in subdivided fields and a large number of regional dealers. In the face of increasing industry competition, if the company can not If we continue to expand capital strength, improve sales channel construction, strengthen R & D capacity and improve personnel technology and service level, we may face the risk of competitive failure such as decline in market competitiveness, loss of customers, decline in market share and brand awareness. （2） Risk of supplier termination
The company and some suppliers, such as Andy Biotechnology (Shanghai) Co., Ltd., motianni Trading (Shanghai) Co., Ltd., Kaijie enterprise management (Shanghai) Co., Ltd., Beijing Zhongyuan Heju economic and Trade Co., Ltd. (later renamed “Beijing Zhongyuan Heju Biotechnology Co., Ltd.”) ）The minimum purchase amount for a specific period is agreed in the overall agreement. If the company fails to complete relevant procurement indicators within the period agreed in the contract, the supplier may unilaterally terminate the agreement in advance. During the reporting period, the cooperation relationship between the company and major suppliers was stable, but it does not rule out the risk that the company may not be able to continuously complete the procurement indicators or compete with suppliers due to the increase of supplier procurement indicators, the intensification of competition in the industry where the company is located or the integration of suppliers in the future, which may affect the cooperation between the company and major suppliers. （3） Risk of direct selling substitution of major brand manufacturers
From 2018 to 2020, the number of brands of life science reagents, instruments and consumables sold by the company continued to grow, 363, 394 and 502 respectively, driving the continuous growth of the company’s main business income. In the future, with the continuous growth of the market scale of China’s science service industry and life science reagent industry, if foreign manufacturers, especially major cooperative brand manufacturers, try to expand their direct sales network in China and no longer cooperate with the company, the company may face operational risks such as the reduction of the number of cooperative brands, the decline of main brand revenue and gross profit margin, Adversely affect the company’s sustainable profitability. （4） Business model and innovation failure risk
In recent years, the company has continued to maintain business and Model Innovation: relying on a comprehensive high-quality product line, Wuxi Online Offline Communication Information Technology Co.Ltd(300959) combined marketing channel and intelligent supply chain system, the company has built a one-stop platform to provide customers with supporting services such as experimental services and technical support services throughout pre-sales, sales and after-sales links; Build a supply chain system with supplier / brand management and customer demand management as the core; Since 2016, e-commerce mode has been established as one of the main sales modes of the company, and it is one of the enterprises that have earlier entered the field of life science reagent e-commerce in China. The innovation of the company’s business and model is the basis for the sustained and rapid growth of various businesses in recent years. In the future, if the company cannot continue to maintain business and model innovation, or the new business and model innovation cannot be recognized by the market, the company may face innovation failure risks such as failure of innovation investment, weakening of competitive advantage, decline of market share and reduction of operating efficiency. （5） Information system platform stability and security risk
Information system platform is an important foundation and channel for the company’s daily operation and business development. On the one hand, it is an important online promotion platform for the company to display products, technologies and services, providing users with rich and timely product and technical information; On the other hand, it is an important channel for users to place orders, track logistics information and after-sales maintenance, which helps the company timely respond to and collect users’ needs and continuously improve the technical service level. The normal development of the company’s business depends on the stable operation of the information system. If the stability or security of the system platform is affected, the company’s specific business development such as product sales, technical information update, after-sales and customer information maintenance will be adversely affected. （6） Gambling agreement risk
As of the signing date of this prospectus, the company has an ongoing gambling agreement. See “v. implementation of gambling agreement” in “section Xi other important matters” of this prospectus for details. From the date the company applies for IPO, the effectiveness of relevant gambling agreements will be suspended. If the company still fails to complete the Qualified IPO on January 1, 2022, the repurchase terms of the actual controllers Leng Zhaowu and Xu Xiaoping will be triggered. The gambling agreement may lead to changes in the company’s equity and adversely affect the company’s equity structure, management and daily operation stability. （7） Risk of covid-19 epidemic causing fluctuations in the company’s operating performance
In January 2020, a New Coronavirus pneumonia epidemic occurred in China. Downstream customers’ delayed reemployment and staff flow control had certain effects on the company’s business. The income in 2020 declined slightly in 2020 compared with the same period in 2019. At present, the epidemic situation in China has been effectively controlled, the company’s customers have completely resumed work and production, and the main suppliers have also resumed normal work.
There is uncertainty about the duration of the epidemic outside China and whether it will occur repeatedly in autumn and winter, and the repetition or aggravation of the epidemic outside China will affect the manufacturer’s production activities, which may have an adverse impact on the company’s future business performance.
（8） Risk of being disqualified by saixintong (Shanghai) Biological Reagent Co., Ltd
In December 2018, the company signed a distribution agreement with saixintong (Shanghai) Biological Reagent Co., Ltd., stipulating that the company shall not distribute or sell any products of Abcam and its affiliates or any other competitors designated by saixintong China from time to time. In 2019 and 2020, the company sold Abcam products. See “section VI business and technology” of the prospectus for details “4. The issuer’s procurement and major suppliers” (3) the company’s contracts with major suppliers and their performance “and” 2. The company’s contract signing cycle and contract performance “.
The company did not sign an agency sales contract with Abcam and did not actively promote Abcam related products on the company’s website. The company explained and communicated with saixintong in May 2019 about the company’s behavior of selling Abcam products. Saixintong issued the confirmation letter on November 11, 2020: “as the supplier of Shanghai Youning Weisheng Technology Co., Ltd., we confirm that there is no breach of contract and damage to our interests in the process of performing the relevant agreements signed with us from January 1, 2017 to the signing date of this confirmation letter.” According to the interview with Sai Xun Tong, the company is a distributor of Sai Xun Tong in Chinese mainland since 2009. At present, there are no disputes, litigation and arbitration cases between the company’s main customers and the company’s cooperation with Sai Xintong.
The company has cooperated with saixintong (Shanghai) Biological Reagent Co., Ltd. for more than ten years. During the cooperation period, the company can better complete the procurement indicators agreed with saixintong. In 2020, saixintong commended the dealers at the dealer meeting, and the company was awarded the only “long-term contribution award”, which represents saixintong’s high recognition and affirmation of the company.
Although saixintong has confirmed that there is no breach of contract and damage to its interests during the reporting period by issuing a confirmation letter and accepting interviews, it still cannot completely rule out the risk that the company will be disqualified in the future. During the reporting period, the company’s revenue and gross profit from sales of saixintong related products are as follows:
Unit: 10000 yuan
Project from January to June 2021, 2020, 2019 and 2018
Revenue from sales of saixintong products: 6555.6312637.7012449.2510550.92
Current main business income 50839.7984908.0778662.6460354.52
The sales revenue of saiict products accounted for 12.89%, 14.88%, 15.83% and 17.48%
Gross profit from sales of saixintong products 1285.593061.643080.51
