Wuhan Tianyuan environmental protection Co., Ltd
(No. 392, Weihu West Road, Shamao street, Hannan District, Wuhan)
Initial public offering and listing on GEM
Prospectus
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.
Sponsor (co lead underwriter)
Co lead underwriter of centralized business (North) in financial business district, Zhongtian Convention and Exhibition City, Changling North Road, guanshanhu District, Guiyang City, Guizhou Province
27th and 28th floors, tower 2, international trade building, No. 1, Jianguomenwai street, Chaoyang District, Beijing
Overview of this offering
Type of shares issued: RMB ordinary shares (A shares)
The number of initial public offerings of the company is 102.5 million shares, all of which are the number of new shares issued. The number of new shares issued this time accounts for 25% of the total share capital of the company after issuance
The par value of each share is RMB 1.00
The issue price per share is 12.03 yuan / share
Issue date: December 21, 2021
Stock exchange to be listed and Shenzhen Stock Exchange (GEM)
The total share capital after issuance is 409995800 shares
Sponsor (co lead underwriter) Zhongtian Guofu Securities Co., Ltd
Co lead underwriter China International Capital Corporation Limited(601995)
Signing date of prospectus: December 27, 2021
Issuer 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.
Tips on major events
The company specially reminds investors to carefully read the text of the prospectus and pay attention to the following matters and risks of the company and this offering: I. The issuer reminds investors to pay special attention to the following risk factors disclosed in Section IV of this prospectus
In addition to the following important matters specially brought to the attention of investors, the company invites investors to carefully read all the contents of “section IV Risk Factors” in this prospectus, fully understand the risk factors disclosed by the company and make investment decisions prudently. And pay special attention to the following risks: (I) accounts receivable recovery risk
At the end of each reporting period, the balance of accounts receivable of the company was 115703200 yuan, 241762300 yuan, 268401500 yuan and 313996500 yuan respectively, showing an upward trend, accounting for 48.72%, 59.56%, 41.07% and 51.36% of current assets in the same period, and 43.90%, 53.57%, 48.81% and 92.05% of operating revenue in the same period, The balance of accounts receivable accounts for a high proportion of current assets and operating income. The company’s customers are mainly municipal units and state-owned enterprises, with high reputation and strong financial strength. However, if the company’s receivables collection measures are unfavorable in the future, or downstream customers delay payment, resulting in the company’s receivables not being recovered in time and in full, it will have an adverse impact on the company’s fund use efficiency, financial status and operating results. （2） Operational risk of mobile landfill leachate treatment business project
In recent years, under the background of favorable national policies, the company has vigorously expanded mobile landfill leachate treatment business projects with its brand, technology and customer accumulation in the landfill leachate treatment industry for more than ten years. During the reporting period, the company’s income from mobile landfill leachate treatment business was 22.0496 million yuan, 13.84753 million yuan, 215.736 million yuan and 87.2786 million yuan respectively, accounting for 8.37%, 30.69%, 39.23% and 25.59% of the company’s main business income respectively; The realized gross profit was 14.1989 million yuan, 91.6255 million yuan, 152.5495 million yuan and 54.8119 million yuan respectively, accounting for 16.39%, 48.36%, 62.59% and 44.59% of the company’s main business gross profit respectively. As the contract term of mobile landfill leachate treatment business project is generally about 1 year or irregular, in the future, if the company fails to renew the existing project, or fails to continue to provide operation services, or fails to continue to develop new projects, the company’s operating performance will face a certain risk of fluctuation.
In addition, during the reporting period, the average operating unit price of the company’s mobile landfill leachate treatment business project was 145.16 yuan / ton, 141.09 yuan / ton, 136.96 yuan / ton and 125.02 yuan / ton respectively, and the gross profit margin was 64.40%, 66.17%, 70.71% and 62.80% respectively, which was at a high level. During the renewal of the project, due to changes in external conditions such as customer demand and the impact of market competition environment, the company will reassess the project investment return, operation and maintenance management and cost control, comprehensively consider future development strategy, business layout and other factors, and renegotiate the service contract with customers, resulting in the risk of fluctuation of operation unit price. If the newly acquired mobile landfill leachate treatment business projects of the company are insufficient or not put into operation in time in the future, or the market environment changes, the gross profit margin of the mobile landfill leachate treatment business project of the company also has the risk of fluctuation. (three) operational risk caused by New Coronavirus pneumonia
During the epidemic period, local governments adopted epidemic prevention and control measures such as delayed resumption of work, isolation of foreign personnel and traffic control, which delayed the resumption of production of the issuer, its subsidiaries and upstream and downstream enterprises. The company is headquartered in Wuhan, where the epidemic situation is the most severe in China. It has gradually resumed work since the end of March 2020. The company’s procurement, production and project construction have been greatly affected in the first half of 2020. In addition, the main customers of the company are government departments or their authorized units. Affected by the epidemic situation of New Coronavirus pneumonia, the investment schedule and the procurement of the third party services of various government projects have different degrees of delay and suspension, which will have some adverse effects on the company’s market expansion work for acquiring new orders. At the same time, the epidemic situation recurred in some parts of the country. If the epidemic situation recurred in the company, its main customers, main suppliers and the areas where the projects in hand are located, it may have an adverse impact on the production, operation and profitability of the company. （4） Risk of land use of some franchise projects
The land acquisition method of the company’s franchise project shall be determined by the bidding document of the franchise project and the franchise agreement, It mainly includes the company’s own acquisition and the project owner (government departments or authorized institutions, state-owned enterprises) or their coordinating third parties provide two types of methods to the company. As of the date of signing this prospectus, 1 project for which the company should obtain the land use right certificate by itself is still processing the land use right certificate, and 10 projects for which the owner or its coordinating third party should provide land to the project company are still processing the land use right certificate Land use right certificate, but the above projects have obtained government approval documents such as relevant project land use opinions, land acquisition reply, construction land planning permission or project site selection / site documents, and the owner has issued instructions. The relevant land is used by the company free of charge within the franchise period.
The above franchise projects are currently in normal operation or construction. If the project fails to operate normally in the future due to the government’s adjustment of land use planning, it may have an adverse impact on the company’s production and operation. 2、 Distribution arrangement of accumulated profits and dividend distribution policy after issuance
According to the resolution of the company’s third extraordinary general meeting in 2020, the accumulated profits before the initial public offering of shares shall be shared by the new and old shareholders after the public offering of the company according to the shareholding ratio. For the dividend distribution policy after the issuance of the company, see “II. Dividend distribution policy” in “section 10 investor protection” of this prospectus. 3、 Important commitments made by relevant entities of this issuance
The company reminds investors to carefully read the important commitments made by the company, shareholders, actual controllers, directors, supervisors, senior managers, sponsors and securities service institutions of the offering, binding measures for failure to fulfill commitments and the performance of commitments that have triggered performance conditions, For specific commitments, see “VI. important commitments made by the issuer, shareholders, actual controllers, directors, supervisors, senior managers and other core personnel of the issuer, as well as the sponsors and securities service institutions of this offering” in “section 10 investor protection” of this prospectus. 4、 Special commitment on Shareholder Information Disclosure
The company has complied with the requirements of the guidelines for the application of regulatory rules – Information Disclosure of shareholders of enterprises applying for initial listing issued by China Securities Regulatory Commission on February 5, 2021 and the notice on matters related to the implementation of the supervision of shareholders’ information disclosure of enterprises initially listed on the gem issued by Shenzhen Stock Exchange on February 23, 2021, Fully disclose shareholder information and other related work. The company promises as follows: “1. In accordance with the guidance on the application of regulatory rules – Information Disclosure of shareholders of enterprises applying for initial public listing and the notice on Further Regulating shareholders’ penetration verification, except for 16 natural person shareholders (the total shareholding ratio is 0.38%, all of which are obtained through market making transfer during the listing of the issuer’s share transfer system, and the above market making transfer is a public transaction method) it is impossible to get in touch, so it is unable to confirm the eligibility of its shareholders. Except that the other shareholders of the company are qualified to hold the shares of the company, and there are no subjects prohibited from holding shares directly or indirectly by laws and regulations Indirectly holding shares of the company;
2. The entity directly or indirectly holding the company’s shares has no kinship, association, entrusted shareholding, trust shareholding or other interest transmission arrangements with the intermediary institution of this issuance and its principals, senior managers and handling personnel. The intermediary institution of this issuance or its principals, senior managers The handling personnel do not directly or indirectly hold shares or other interests of the company;
3. The shareholders of the company do not transfer improper interests with the equity of the company;
4. According to the requirements of the guidelines for the application of regulatory rules – Information Disclosure of shareholders of enterprises applying for initial public listing and the notice on further standardizing shareholder penetration verification, The natural persons among the direct or indirect contributors of the company (except the natural person shareholders of listed companies and enterprises listed on the new third board) do not have the resigned personnel of the CSRC system specified in the guidelines for the application of regulatory rules – issuance No. 2, and the resigned personnel of the CSRC system specified in the guidelines for the application of regulatory rules – issuance No. 2 join the company.
5. The company has timely provided true, accurate and complete information to the intermediary institutions of this issuance, actively and comprehensively cooperated with the intermediary institutions of this issuance to carry out due diligence, truthfully, accurately and completely disclosed shareholder information in the application documents of this issuance according to law, and fulfilled the obligation of information disclosure. ” 5、 Main business conditions of the company from the audit deadline of financial report to the signing date of prospectus (I) main financial information and business conditions after the audit deadline of financial report
From June 30, 2021 to the date of signing this prospectus, the company’s main operating conditions are normal. The company’s business model, business field, main customers and suppliers, related industries and tax policies have not changed significantly. In terms of the company’s operation and other major matters that may affect the judgment of investors, there is no situation that may have a significant adverse impact on the company’s operating performance. The company’s industry and market are in a good state of development without major adverse changes. （2） Performance review from January to September 2021
The audit deadline of the company’s financial report is June 30, 2021. The consolidated and parent company’s balance sheet of the company as of September 30, 2021 by Zhongshen Zhonghuan certified public accountants, January to September 2021
