Gem 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.
Beijing 3D Tiandi Science & Technology Co.Ltd(600582)
BEIJING SUNWAYWORLD SCIENCE &
TECHNOLOGY CO., LTD.
601, No. 11, caihefang Road, Haidian District, Beijing
Initial public offering and listing on GEM
Prospectus
Statement: the issuance application of the company still needs to go through the corresponding procedures of Shenzhen Stock Exchange and China Securities Regulatory Commission. This Prospectus has no legal effect on the issuance of shares and is only for pre disclosure. Investors shall take the officially announced prospectus as the basis for investment decisions.
Sponsor (lead underwriter)
No. 111, Fuhua 1st Road, Futian street, Futian District, Shenzhen
Regulatory 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.
Issuer statement
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 is 19.35 million, accounting for 25.02% of the total share capital after issuance; This issuance is all new share issuance and does not involve the public offering of shares by the company’s shareholders
The par value of each share is RMB 1.00
The issue price per share is 30.28 yuan
Expected issue date: December 27, 2021
Stock exchanges and plates to be listed Shenzhen Stock Exchange gem
The total share capital after issuance is 77.35 million shares
Sponsor (lead underwriter) China Merchants Securities Co.Ltd(600999)
Signing date of prospectus: December 23, 2021
Tips on major events
The company reminds investors to pay special attention to the risks and other important matters listed below, and reminds investors to carefully read all the contents of the “risk factors” part of the prospectus. 1、 The company specially reminds investors to pay attention to the following risk factors (I) the risk of bad debts of accounts receivable
At the end of 2018, 2019, 2020 and June 2021, the balance of accounts receivable of the company was 72.0304 million yuan, 122.8457 million yuan, 183.7567 million yuan and 178.4981 million yuan respectively, and the amount increased with the expansion of the company’s income scale.
The company’s large balance of accounts receivable is mainly due to the fact that most of the company’s customers are government departments, public institutions and large and medium-sized enterprises. The above customers implement strict budget management system. Affected by the customer’s capital budget arrangement and payment approval procedures, the company’s accounts receivable collection cycle is long. With the expansion of the company’s sales scale, the balance of accounts receivable is likely to continue to increase. If major adverse changes occur in the operating conditions of major customers, resulting in the failure to recover the company’s accounts receivable in time, it will have an adverse impact on the company’s asset quality and financial status. (two) the risk of New Coronavirus pneumonia outbreak to the company’s operation
Since the outbreak of pneumonia in New Coronavirus in January 2020, the prevention and control of COVID-19 pneumonia has been carried out nationwide. Due to the impact of covid-19 pneumonia epidemic, the procurement demand of customers and related bidding work slowed down in the first half of 2020. The project implementation progress of the company in 2020 was also delayed due to the delay in resumption of work, which affected the profitability of the year to a certain extent. The net profit of the company in 2020 decreased by 23.12% compared with the previous year. Although China has entered the state of normalized epidemic prevention, if the epidemic situation of covid-19 pneumonia in China worsens seriously in 2021, which will have a significant adverse impact on the national economic life, it will have a negative impact on the issuer’s performance in 2021. （3） Risk of major changes in the company’s cooperation with major long-term suppliers
Since 2003, the company has cooperated with Abbott information for more than 17 years. During the reporting period, the company’s business included the purchase of starlims laboratory information management system software with Abbott information and secondary development. From 2018 to 2020, the company’s revenue from selling Abbott information software products was 47.8541 million yuan, 21.773 million yuan and 3.0763 million yuan respectively, accounting for the proportion of the company’s main business revenue respectively
25.66%, 8.27% and 1.12%. From January to June 2021, the company has no revenue from selling Abbott information software products.
During the contract period, the company failed to achieve the 2019 sales target agreed with Abbott information. The non competition clause agreed in the contract can be exempted when the company reaches the sales target. Because the company fails to reach the sales target in 2019, it violates the non competition clause in the agreement. According to the cooperation agreement signed between the issuer and Abbott information, if the issuer fails to achieve the sales target agreed in the agreement, Abbott information has the right to terminate the distribution agreement, but cannot recover from the issuer.
On October 20, 2020, Abbott informed the issuer by e-mail to terminate the distribution agreement. The termination notice stated that the termination would take effect after the issuer received the notice, and required the issuer to perform the relevant obligations on the termination of the agreement in the original agreement. On June 10, 2021, the issuer held the latest round of consultation with Abbott information. According to the meeting minutes of both parties and the confirmation letter issued by Abbott information after the meeting, the issuer has completed other termination related matters except that Abbott information is temporarily unable to appoint appropriate personnel to Beijing due to the epidemic situation, and the inspection and handover of the copy of the end-user contract is temporarily unavailable.
After both parties terminate the cooperation, the issuer will lose the income from the distribution of Abbott information software. Abbott information may also notify the end customer to replace the operation and maintenance service provider or urge the end customer to purchase subsequent software from the manufacturer or other dealers. However, the above factors have limited impact on the subsequent business development of the issuer.
During the reporting period, the amount and proportion of the issuer’s contracted projects related to Abbott information continued to decrease, self-developed products and software products distributed by labvantage have successfully replaced Abbott information software products, and the company’s acquisition of new projects has not been affected by the termination of Abbott information agreement. From 2018 to January June 2021, the contract amount of the issuer’s new inspection and testing informatization projects was RMB 169328900, RMB 169965800, RMB 209444400 and RMB 9601500 respectively, of which the contract amount of new projects related to Abbott information accounted for 33.57%, 3.87%, 0.08% and 0.00% of the contract amount of new inspection and testing informatization projects respectively. Since 2019, the proportion of contract amount of new projects related to Abbott information has decreased rapidly, but the contract amount of new inspection and testing informatization projects of the issuer has not decreased. The issuer obtains the project mainly through public bidding, invitation to bid, single source, etc. the issuer independently develops the software, has independent customer acquisition channels, and does not rely on the sales of Abbott information software.
The termination of the cooperation agreement between the issuer and Abbott has no direct impact on the completed projects, and the issuer still provides warranty or operation and maintenance services normally. As of the date of issuance of this prospectus, three projects involving the purchase of Abbott information starlims software products have not been accepted and are still in the process of implementation, with a total contract amount of 3.35 million yuan. The issuers of these projects have ordered the software from Abbott information, paid all the purchase money to Abbott information, and Abbott information has also delivered the starlims software license to the issuer. Since the issuer’s purchase of the native software products of Abbott information is a one-time payment buyout, and the issuer can independently complete the implementation and delivery of these projects after obtaining the authorization and license, the termination of the cooperation agreement between the issuer and Abbott has no impact on the normal implementation, final acceptance and delivery of these projects.
In 2018, 2019 and 2020, the issuer had only one project involving the direct procurement of Abbott information operation and maintenance services, resulting in operation and maintenance revenue of RMB 205000, 461300 and 256300 respectively; From January to June 2021, the issuer has no projects involving direct procurement of Abbott information operation and maintenance services. The revenue from operation and maintenance services accounts for a small proportion of the revenue during the reporting period. If calculated according to the most extreme situation, that is, the issuer loses all the operation and maintenance revenue brought by the secondary development project of Abbott information software products, the operating revenue in 2018, 2019, 2020 and January June 2021 will be reduced by 4.19%, 4.06%, 4.15% and 9.14% respectively, with little impact. However, in fact, the customer is less likely to change the operation and maintenance service provider. As of the date of issuance of this prospectus, the issuer’s operation and maintenance service project has not changed the operation and maintenance service provider due to the termination of the cooperation agreement between the issuer and Abbott information.
Abbott information issued a confirmation letter on December 26, 2018, confirming that the issuer’s self-developed software products did not infringe its intellectual property rights and other rights. Jin Zhen, the controlling shareholder and actual controller of the issuer, also issued a commitment to voluntarily bear all expenses and losses incurred by the issuer if the issuer is pursued and recovered by Abbott information Asia Pacific Co., Ltd. due to disputes or disputes over contracts, agreements, intellectual property rights, etc. between the issuer and Abbott information Asia Pacific Co., Ltd.
In combination with the actual achievement of the issuer’s performance in 2020 and January June 2021 and the issuer’s operation after Abbott information terminates the distribution agreement, the sponsor, the issuer’s lawyer and the reporting accountant believe that the termination of the distribution agreement by Abbott information does not have a significant adverse impact on the issuer’s production and operation, financial status and sustainable operation ability. The termination of the cooperation agreement between the company and Abbott information faces problems such as the termination of the agreement, the performance of obligations, the loss of some original businesses, the intensification of market competition and so on. If there are other factors that the issuer cannot reasonably predict, or the market situation changes, the market recognition of the issuer’s self-developed products will be reduced, which will have an adverse impact on production and operation. （4） The risk of escalating trade frictions between China and the United States
The inspection and testing information management system software purchased by the company under the secondary development and implementation mode of purchased software mainly comes from the United States. Since 2018, Sino US trade frictions have been escalating, and this part of software procurement has been affected by the imposition of tariffs. If the trade friction between China and the United States continues to escalate in the future, the starlims of Abbott information purchased by the company and labvantage of labvantage solutions and other foreign laboratory information management system software may be included in the control scope, and the secondary development business of the company’s existing outsourced inspection and testing information management system software may be forced to stop.
In 2018, 2019, 2020 and January June 2021, the income from secondary development accounted for 23.07%, 8.87%, 4.10% and 1.93% of the main business income respectively. If the relevant business is forced to terminate, it will have an adverse impact on the performance of the issuer. （5） Risk of liquidated damages caused by delayed delivery of the project
Most of the company’s projects have a clear implementation period, and it is agreed that if the company fails to deliver on time, it shall compensate the customer for corresponding liquidated damages. During the implementation of the project,
