Stock abbreviation: Pony Testing International Group Co.Ltd(300887) Stock Code: 300887 Pony Testing International Group Co.Ltd(300887)
Pony Testing International Group Co., LTD.
(101, floor 5, building 1, yard 66, Jindai Road, Haidian District, Beijing)
Prospectus for issuing shares to specific objects and listing on GEM
(Revised Version)
Sponsor (lead underwriter)
(401, building B7, Qianhai Shenzhen Hong Kong fund Town, 128 guiwan fifth road, Nanshan street, Qianhai Shenzhen Hong Kong cooperation zone, Shenzhen) December, 2001
statement
This prospectus is prepared in accordance with the standards for the contents and forms of information disclosure by companies offering securities to the public No. 36 – prospectus and report on the issuance of securities by companies listed on the gem to specific objects (revised in 2020), and the standards for the contents and forms of information disclosure by companies offering securities to the public No. 37 – application documents for securities issuance by companies listed on the gem (revised in 2020) and other requirements.
The company and all directors, supervisors and senior managers promise that the contents of this prospectus are true, accurate and complete without false records, misleading statements or major omissions, perform 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 institution shall ensure that the financial and accounting reports in this 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 events
The company specially reminds investors to pay full attention to the following major matters and carefully read the chapters on risk factors in this prospectus.
1、 Approval risk
The issuance of shares to specific objects has been deliberated and approved by the board of directors and the general meeting of shareholders of the company. It still needs to be reviewed and approved by Shenzhen Stock Exchange and registered with the consent of China Securities Regulatory Commission. There is uncertainty about whether it can obtain the approval of relevant competent authorities and the final approval time.
2、 Risks of investment projects with raised funds
(i) Capacity digestion risk of projects invested with raised funds
The funds raised by the company are mainly invested in ” Pony Testing International Group Co.Ltd(300887) Group Shandong headquarters building and R & D and testing center project” “Puni northwest headquarters building (Xi’an) project” and “supplementary working capital project” 。 By the end of 2020, the inspection and testing capacity of the company has reached 2.9527 million pieces. After the construction of the above projects, the inspection and testing capacity of the company will increase by 1.4013 million pieces. The raised investment project is a prudent decision made by the company on the basis of feasibility analysis and demonstration in combination with industrial policy, industrial environment and development trend, testing market capacity in Shandong and Northwest China, competition, business positioning, customer demand, the company’s technical level and future development strategy. However, due to the construction period of the raised investment project, During the implementation of the project and after the actual completion of the project, there may be adverse changes in the market environment, technology and relevant policies, resulting in the company’s new capacity facing undigested market risks.
（2） Implementation risk of investment projects with raised funds
In combination with the current national industrial policy, industrial environment and development trend, Shandong and northwest testing market capacity, competition, business positioning, customer demand, the company’s technical level and other factors, the company has made a sufficient feasibility demonstration for the raised capital investment project. The implementation of the raised capital investment project is in line with the company’s strategic layout and conducive to the development of the company’s main business, There is no development of new business and new products. The issuer Pony Testing International Group Co.Ltd(300887) Group Shandong Co., Ltd., the implementation subject of the raised investment project, has not obtained CMA qualification, Pony Testing International Group Co.Ltd(300887) group Shaanxi Co., Ltd. has obtained the CMA qualification (2017.05.04-2023.05.04). According to the planned construction progress of puni northwest headquarters building (Xi’an), the CMA qualification of Pony Testing International Group Co.Ltd(300887) group Shaanxi Co., Ltd. expires before the raised investment project is put into operation. When the raised investment project meets the application conditions, Pony Testing International Group Co.Ltd(300887) Shandong Group Co., Ltd. will actively start to apply for CMA qualification, Pony Testing International Group Co.Ltd(300887) Shaanxi Group Co., Ltd. will actively promote the application for renewal of CMA qualification before the expiration of the validity period of CMA qualification. The issuer has the corresponding business qualification, technical reserve, management experience, project implementation and testing ability to implement the raised investment project. However, during the actual operation of the project, if the first application or renewal application for CMA qualification of the above subsidiaries is not approved by the corresponding competent authorities or the market itself has other uncertain factors, it is still possible to make the investment project with raised funds face certain operational and market risks after implementation. If the raised funds cannot be in place in time, the project is delayed, the industrial policy or market environment changes, and competition intensifies in the future, it will have an uncertain impact on the expected effect of the project invested by the raised funds.
（3） Risk of profit decline caused by new depreciation and amortization expenses
After the completion of the investment project with raised funds, the company’s fixed assets and intangible assets will increase significantly. After the project construction reaches the expected serviceable state, the company will add more depreciation and amortization expenses every year. The total annual depreciation and amortization of the project invested with raised funds is expected to be 108.5524 million yuan, accounting for 9.10% of the average annual operating income after the project is completed. If the project invested by the raised funds of the company fails to achieve the expected income and the project income cannot cover the relevant expenses, the company has the risk of profit decline due to the increase of depreciation and amortization expenses.
（4） Risk of decline in return on net assets due to increase in net assets
After the issuance of shares to specific objects is completed, the net asset scale of the company will be greatly increased. As the completion and operation of the project invested by the raised funds takes a certain time, the production capacity cannot be fully released in the short term, and the net profit cannot increase in the same proportion with the net assets in the short term, the company has the risk of decline in the return on net assets in the short term due to the large increase in net assets after issuance.
3、 Risk of industrial policy change
As a strong regulatory industry, the third-party inspection and testing industry implements the qualification permit access system, and its development speed will be affected by industrial policies. In case of adverse adjustment of industrial policies, industrial qualification certification standards, market access rules and industrial standards, the operation of the company will be adversely affected.
4、 Risk of intensified market competition
The inspection and testing industry has certain industry and regional characteristics, and the industry concentration is relatively low. According to the statistics of CNCA, by the end of 2020, China had 48919 state-owned, collective, private and foreign-funded inspection and testing institutions, an increase of 11.16% over the previous year, and the market competition was fierce. State owned and collective inspection and testing institutions have certain advantages in obtaining some government orders, and their comprehensive competitiveness will gradually increase with the deepening of optimization and integration. Foreign inspection and testing institutions have developed for a long time, built a global business system, and have strong capital strength and high technical advantages, It has high brand awareness and credibility all over the world. With the continuous expansion of the opening-up of the inspection and testing industry, it is likely to play a more and more important role in the opening-up of China’s inspection and testing market, bringing greater competitive pressure to China’s inspection and testing institutions. Therefore, the company has the risk of gradually intensifying market competition and affecting the company’s operating performance.
5、 Risk of adverse impact on brand and credibility
Brand and credibility are the cornerstone of the company’s development. Business competitiveness can be maintained only when the brand and credibility are recognized by customers. For the company, once the company’s brand and credibility are damaged due to improper business quality control, it will not only reduce the business volume and affect the company’s development, but also risk the suspension of business qualification in serious cases.
6、 Management risks caused by business expansion
After nearly 20 years of development, the company has developed into a comprehensive inspection and Certification Group, and has established nearly 100 subsidiary companies in major large and medium-sized cities. Although the company has continuously improved its internal control system and established a management system consistent with the company’s business development in the long-term development process. However, the growth of business scale, asset scale and personnel scale also continuously improves the requirements for the company’s group management and control ability. If the company’s management ability cannot adapt to the rapid growth of business, it may have an adverse impact on the company’s business development.
7、 The risk that business performance is difficult to maintain sustained and rapid growth
From January to September 2021, the issuer realized a main business income of 1341.7085 million yuan, an increase of 45.41% over the same period of the previous year; The net profit attributable to the owners of the parent company was 93.1068 million yuan, an increase of 78.69% over the same period of last year. From January to September 2021, the issuer’s medical nucleic acid testing business realized an operating revenue of 252.55 million yuan, an increase of 462.17% over the same period last year. The outbreak of covid-19 epidemic has promoted the rapid development of the company’s medical testing business. However, at present, the covid-19 epidemic in China has been effectively controlled and the overall nucleic acid testing capacity of the society has been greatly improved, The company’s medical testing business has the risk of unsustainable growth. Excluding the medical nucleic acid detection business, the issuer’s main business revenue increased by 24.08% year-on-year from January to September 2021 compared with the same period of the previous year. The company’s revenue scale has maintained a continuous growth trend in recent years. The sustained and rapid growth of the issuer’s operating performance benefits from the following factors: first, with the strong support of national policies, the market demand continues to grow, and the rapid development of the inspection and testing industry provides a strong guarantee for the good development of the company; Secondly, the company’s mature technical level, strong R & D capability, high brand awareness and social credibility, multi-dimensional comprehensive service capability and the continuous expansion of qualification recognition have promoted the good growth of revenue. However, with the intensification of market competition, or the company can not keep up with the pace of industrial policy changes in time, or the company can not continue to maintain its competitive advantage in technological innovation, market development and service quality, the company will face the risk that its business performance can not maintain sustained and rapid growth.
catalogue
Declare that 1. Tips on major issues two
1、 Approval risk two
2、 Risks of investment projects with raised funds two
3、 Risk of industrial policy change three
4、 The risk of increased market competition four
5、 Risk of adverse impact on brand and credibility four
6、 Management risks arising from business expansion four
7、 The risk that business performance is difficult to maintain sustained and rapid growth 4 catalog 6 interpretation Section 1 basic information of the company twelve
1、 Company profile twelve
2、 Ownership structure, controlling shareholders and actual controllers twelve
3、 Main characteristics of the industry and industry competition thirteen
4、 Main business model, main content of products or services thirty-two
5、 Existing business development arrangements and future development strategies fifty-three
6、 Pending litigation and arbitration during the reporting period fifty-five
7、 Administrative penalties during the reporting period fifty-five
8、 Financial investments Section 2 summary of this securities offering sixty-four
1、 Background and purpose of this release to specific objects sixty-four
2、 Issuing object and relationship with the issuer seventy-one
3、 Summary of this release scheme to specific objects seventy-one
4、 The raised funds are invested in seventy-three
5、 Whether the issuance of shares to specific objects constitutes a connected transaction seventy-four
6、 Does this issuance lead to changes in the company’s control seventy-four
7、 The issuance plan has been approved by relevant competent authorities and the procedures to be submitted for approval Section III feasibility analysis of the board of directors on the use of the raised funds seventy-six
1、 The use plan of the raised funds issued to specific objects seventy-six
2、 Necessity and feasibility analysis of the project invested by the raised funds seventy-six
3、 Overview of the fund-raising project eighty-two
4、 The impact of this issuance to specific objects on the company’s operation and management and financial status ninety-six
5、 The relationship between this raised investment project and the company’s existing business and the previous raised investment project ninety-seven
6、 Conclusion of feasibility analysis Section IV discussion and analysis of the board of directors on the impact of this issuance on the company 99 I. Changes in the company’s business and assets, articles of association, shareholder structure, senior management structure and business structure after the issuance
Dynamic situation ninety-nine
2、 Changes in the company’s financial position, profitability and cash flow after the issuance III. business relationship, management relationship, related party transactions and horizontal competition between the listed company and its controlling shareholders and their affiliates
And other changes IV. after the completion of this offering, whether the company’s funds and assets are occupied by the controlling shareholders and their affiliates, or
The company provides guarantee for the controlling shareholder and its affiliates
