Dezhou United Petroleum Technology Co., Ltd
Dezhou United Petroleum Technology Co.,Ltd.
(Jinghua South Road, Dezhou Economic Development Zone)
Initial public offering and listing on GEM
Letter of intent
Sponsor (lead underwriter)
(No. 8, Financial Street, Xicheng District, Beijing)
Statement and commitment
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 the prospectus and other information disclosure materials are free from false records, misleading statements or major omissions, 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 accounting institutions 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)
No more than 37592700 shares. This issuance does not involve the number of shares issued by existing shareholders. After the issuance, the number of shares issued to the public accounts for no less than 25% of the total number of shares after the issuance.
The par value of each share is RMB 1.00
The issue price per share is RMB [] yuan / share
Expected issue date: January 5, 2022
Stock exchanges and plates to be listed Shenzhen Stock Exchange gem
The total share capital after issuance shall not exceed 150370510 shares
Sponsor (lead underwriter) Huarong Securities Co., Ltd
Signing date of the prospectus: December 27, 2021
Tips on major events
The company specially reminds investors that before making investment decisions, they must carefully read all the contents of the letter of intent, and pay special attention to the following important matters and risks. 1、 Important commitments related to this offering
The company reminds investors to carefully read the important commitments related to this offering and the binding measures for failure to fulfill the commitments. See “appendix: commitments related to investor protection” of this prospectus for specific commitments. 2、 Accumulated profit distribution plan before the issuance and dividend distribution policy of the company after the issuance
According to the deliberation of the company’s second extraordinary general meeting in 2020, the accumulated undistributed profits before the issuance will be shared by the new and old shareholders of the company according to the shareholding ratio after the issuance.
For the dividend distribution policy after the issuance and listing of the company, please refer to “III. distribution arrangement of accumulated profits before this issuance” in “section 10 investor protection” of the prospectus. 3、 Yantai Jereh Oilfield Services Group Co.Ltd(002353) the spin off of Deshi shares complies with the provisions of Several Provisions on spin off (I) the shares of the listed company have been listed in China for 3 years
Yantai Jereh Oilfield Services Group Co.Ltd(002353) shares were listed on the small and medium-sized board of Shenzhen Stock Exchange in 2010, meeting the requirements of “domestic listing of shares of listed companies has been completed for 3 years”. （2） The listed company has made continuous profits in the last three fiscal years, and after deducting the net profits of the subsidiaries to be spun off according to equity in the last three fiscal years, the cumulative net profits attributable to the shareholders of the listed company shall not be less than 600 million yuan (the net profits shall be calculated according to the lower value before and after deducting non recurring profits and losses)
According to the zxsz [2019] No. 0620, zxsz [2020] No. 00331 audit report and zxsz [2021] No. 00461 audit report issued by Zhongxi Certified Public Accountants (special general partnership) for Yantai Jereh Oilfield Services Group Co.Ltd(002353) , the net profits attributable to the shareholders of the listed company in 2018, 2019 and 2020 were realized (the net profit is calculated by the lower value before and after deducting non recurring profits and losses) is 588839400 yuan, 1353491800 yuan and 1676619500 yuan respectively, which is in line with the provisions of “continuous profits in the last three fiscal years”.
According to the audit report zxsz [2021] No. 00248 issued by Zhongxi certified public accountants for the issuer, the net profit attributable to the shareholders of the parent company (the net profit is presented at the lower value before and after deducting non recurring profits and losses) of the issuer in 2018, 2019 and 2020 were 41.321 million yuan, 61.9069 million yuan and 56.5065 million yuan respectively.
Yantai Jereh Oilfield Services Group Co.Ltd(002353) after deducting the net profit of Deshi shares according to equity in the last three fiscal years, the cumulative net profit attributable to shareholders of the listed company shall not be less than 600 million yuan (the net profit shall be calculated according to the lower value before and after deducting non recurring profits and losses). The details are as follows:
Unit: 10000 yuan
Project formula 2018 2019 2020 total
1、 Yantai Jereh Oilfield Services Group Co.Ltd(002353) net profit attributable to the parent company
Yantai Jereh Oilfield Services Group Co.Ltd(002353) net profit attributable to shareholders of parent company 61524.14136069.30169037.68366631.12
Yantai Jereh Oilfield Services Group Co.Ltd(002353) belongs to parent company A
Net profit of shareholders of the company (deducting 58883.94135349.18167661.95361895.07 non recurring profit and loss)
2、 Net profit of Deshi shares attributable to the parent company
Net profit of Deshi shares attributable to shareholders of parent company 4306.546378.116022.2516706.90
Deshi shares belong to parent company B
Net profit of shareholders of the company (deducting 4132.106190.695650.6515973.44 non recurring profits and losses)
3、 Yantai Jereh Oilfield Services Group Co.Ltd(002353) proportion of equity in Deshi shares
Equity ratio C58 86%58.86%58.86%-
4、 Yantai Jereh Oilfield Services Group Co.Ltd(002353) net profit of Deshi shares according to equity
Net profit d2534.833754.163544.709833.69 net profit (excluding non recurring (d = b * c) 2432.153643.843325.979401.96 profit and loss)
5、 Yantai Jereh Oilfield Services Group Co.Ltd(002353) net profit after deducting the net profit of Deshi shares according to equity
Net profit e58989.31132315.14165492.98356797.43 net profit (deducting non recurring (E = A-D) 56451.79131705.34164335.98352493.11 profit and loss)
After deducting the net profit of Deshi shares according to equity in the last three years Yantai Jereh Oilfield Services Group Co.Ltd(002353) , Cumulative sum of net profit attributable to shareholders of parent company 352493.11 (net profit is calculated at the lower value before and after deducting non recurring profit and loss) （3） In the consolidated statements of the listed company in the latest fiscal year, the net profit of the subsidiaries to be split according to equity shall not exceed 50% of the net profit attributable to the shareholders of the listed company; the net assets of the subsidiaries to be split according to equity in the consolidated statements of the listed company in the latest fiscal year shall not exceed 30% of the net assets attributable to the shareholders of the listed company
According to the audit report zxsz [2021] No. 00248 issued by Zhongxi certified public accountants for the issuer, the issuer’s net profit attributable to the owner of the parent company after deducting non recurring profits and losses in 2020 was 56.5065 million yuan, Yantai Jereh Oilfield Services Group Co.Ltd(002353) in the consolidated statements of 2020, the issuer’s net profit (deducting non recurring profits and losses) enjoyed by equity accounted for 1.98% of the net profit (deducting non recurring profits and losses) attributable to the shareholders of the listed company, which did not exceed 50%. The issuer’s owner’s equity attributable to the parent company at the end of 2020 was 605958800 yuan, Yantai Jereh Oilfield Services Group Co.Ltd(002353) At the end of 2020, the proportion of the issuer’s net assets enjoyed by equity in the consolidated statements to the net assets attributable to Yantai Jereh Oilfield Services Group Co.Ltd(002353) shareholders was 3.22%, no more than 30%. The details are as follows:
Unit: 10000 yuan
Net profit of the project net assets after deducting non recurring profits and losses
Yantai Jereh Oilfield Services Group Co.Ltd(002353) 169,037.68167,661.951,107,777.21
Deshi shares 6022.255650.6560595.88
58.86% 58.86% 58.86% of Deshi shares
Enjoy the net profit or net assets of Deshi shares of 3544.703325.9735666.73 according to equity
Accounting for 2.10% 1.98% 3.22%
To sum up, Yantai Jereh Oilfield Services Group Co.Ltd(002353) the proportion of net assets and net profits of Deshi shares enjoyed by equity in the consolidated statements of the latest fiscal year (2020) meet the requirements. （4） The listed company does not have the situation that its funds and assets are occupied by its controlling shareholders, actual controllers and their related parties, or other major related party transactions that damage the interests of the company. The listed company, its controlling shareholders and actual controllers have not been subject to administrative punishment by the CSRC in the last 36 months; the listed company, its controlling shareholders and actual controllers have not been subject to administrative punishment in the last 12 months Public condemnation of the stock exchange. The financial and accounting reports of the listed company for the most recent year and the first period have been issued an unqualified audit report by a certified public accountant
Yantai Jereh Oilfield Services Group Co.Ltd(002353) there is no case that the funds and assets are occupied by the controlling shareholders, actual controllers and their related parties, and there are no other major related party transactions damaging the interests of the company.
Yantai Jereh Oilfield Services Group Co.Ltd(002353) and its controlling shareholder and actual controller have not been subject to administrative punishment by the CSRC in the last 36 months; Yantai Jereh Oilfield Services Group Co.Ltd(002353) and its controlling shareholders and actual controllers have not been publicly condemned by the stock exchange in the past 12 months.
In the last year, the audit report zxsz [2021] No. 00461 issued by Zhongxi Certified Public Accountants (special general partnership) for Yantai Jereh Oilfield Services Group Co.Ltd(002353) was an unqualified audit report.
（5） The business and assets to which the listed company issued shares and raised funds for investment in the last three fiscal years shall not be regarded as the main business and assets of the subsidiary to be spun off, except that the total amount of raised funds used by the subsidiary to be spun off in the last three fiscal years does not exceed 10% of its net assets; those purchased by the listed company through major asset restructuring in the last three fiscal years The business and assets shall not be regarded as the main business and assets of the subsidiary to be spun off. If the subsidiary is mainly engaged in financial business, the listed company shall not spin off the subsidiary for listing
The main businesses and assets of Deshi shares do not belong to the businesses and assets to which shares were issued and funds raised were invested in the last three fiscal years of Yantai Jereh Oilfield Services Group Co.Ltd(002353) , nor do they belong to the businesses and assets purchased through major asset restructuring in the last three fiscal years of Yantai Jereh Oilfield Services Group Co.Ltd(002353) .
The company is mainly engaged in oil drilling
