Kechuang board risk tips
After this stock issuance, it is planned to be listed on the science and innovation board market, which has high investment risk. Kechuang board company has the characteristics of large R & D investment, high operation risk, unstable performance and high delisting risk, and investors are facing great market risk. Investors should fully understand the investment risks of the science and innovation board market and the risk factors disclosed by the company, and make investment decisions prudently. Beijing chunlizhengda medical instruments Co., Ltd
(No. 10, Xinmi West 2nd Road, South District, Tongzhou Economic Development Zone, Tongzhou District, Beijing)
Initial public offering of A-Shares and
Prospectus for listing on Kechuang board
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)
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 individual and joint legal liabilities for their authenticity, accuracy and completeness.
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 individual and joint legal liabilities for its authenticity, accuracy and completeness. 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.
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.
Issue overview
Type of shares issued: RMB ordinary shares (A shares)
38.428 million shares were issued to the public, accounting for 10% of the total share capital of the company after the issuance. After the issuance, the total number of issued shares of RMB common shares and H shares accounted for 34.94% of the total share capital after the issuance, which was no less than 25% of the total share capital after the issuance. This issuance is all new shares, and the original shareholders do not offer shares to the public.
The par value of each share is RMB 1.00
The issue price per share is RMB 29.81
Issue date: December 21, 2021
The stock exchange to be listed and the science and Innovation Board of Shanghai Stock Exchange
Total share capital after issuance: 384280000 shares
Sponsor (lead underwriter) Huatai United Securities Co., Ltd
Signing date of prospectus: December 27, 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、 Risk of changes in industrial regulatory policies
The company is mainly engaged in the R & D, production and sales of implantable orthopedic medical devices. Its medical device industry must be subject to the comprehensive supervision and management of multiple competent departments such as the national development and Reform Commission, the National Health Commission and the State Food and drug administration. Enterprises engaged in research, development, manufacturing, operation, management and use of medical devices in China shall comply with the norms of medical device product classification management system, medical device product registration system, medical device manufacturing enterprise filing or license system, medical device business enterprise filing or license system, medical device business quality management specification and other systems, The export sales of medical device products are also affected by the relevant policies of the importing country.
In recent years, policy changes outside China have also brought multiple policy risks to the company, including: (I) the risk of product terminal price decline caused by "volume procurement"
In July 2019, the general office of the State Council issued the notice on printing and distributing the reform plan for the treatment of high-value medical consumables to explore "volume procurement" in the field of high-value medical consumables. Up to now, Anhui, Zhejiang, Jiangsu, Fujian, Shandong and other provinces have issued and implemented the policy plan for "volume procurement" and implemented the bidding procedures involving joint products. Except that the company failed to win the bid for "belt procurement" of hip joint in Jiangsu Province in 2019, the "belt procurement" of other provinces and related joint products won the bid. According to the current bid winning situation, the bid winning price of relevant products has decreased by a certain proportion compared with the sunshine network price before "volume procurement", and further led to a certain degree of decline in the ex factory price of the company in some provinces.
The joint procurement office of national organizations for high-value consumables issued the announcement of national centralized procurement of artificial joints in June 2021, the announcement of national organizations for centralized procurement of artificial joints (No. 1), and the document of national organizations for centralized procurement of artificial joints in August 2021 , carry out volume procurement bidding at the national level for primary replacement total hip and primary replacement total knee. In September 2021, the state organized the joint procurement office of high-value medical consumables to publicize the results of the proposed national volume procurement. According to the public information, the average price of the proposed hip terminal decreased by 80% and the average price of the knee terminal decreased by 84%. The company successfully won the bid at a relatively high price in the competitive bidding of "ceramic ceramic hip product system", "ceramic polyethylene hip product system" and "alloy polyethylene hip product system", but the price decreased by a large proportion compared with the sunshine net price before "volume procurement"; The company's "knee product system" failed to win the bid due to high quotation. The pressure from the drop of hip terminal price and the failure of knee joint to win the bid will be transmitted to the dealer and the issuer, and the subsequent distribution price of the issuer will also be reduced. If the increase of sales volume cannot make up for the decline of distribution price, the issuer may have a decline in revenue and profit. In addition, if the issuer squeezes the dealer's profits through excessive sales price, affects the dealer's willingness to cooperate, or returns due to the termination of business between the dealer and the company through negotiation, it may have a certain impact on the company's profitability. （2） Risk of the issuer's knee joint products failing to be purchased in the bid winning country
On September 14, 2021, the state organized the joint procurement office of high-value medical consumables to publicize the results of the proposed national procurement of artificial joints, and the issuer failed to win the bid in the "knee product system". During the reporting period, the revenue of the issuer's knee standard products accounted for 15.56%, 19.10%, 16.62% and 15.65% respectively, and the gross profit margins were 64.11%, 64.84%, 72.09% and 79.00% respectively. The failure to win the bid will have a great adverse impact on the issuer's knee business and have a certain impact on the overall profitability in the short term. If other effective cooperation methods are not adopted subsequently, the income of the issuer's initial knee replacement products included in the scope of volume procurement will decline significantly. In the extreme case of completely unable to enter the market of public medical institutions, the income of the issuer's knee may decline by more than 90%, and investors are reminded of relevant risks. （3） Risk of policy changes in foreign industries in China
The company is a medical device manufacturer. The issuer's domestic sales income is the main source of business income. China's business development is strictly supervised by the State Food and Drug Administration and other competent departments. In 2018, the national health and Family Planning Commission and other six ministries and commissions jointly issued the notice on consolidating and breaking the achievements of supplementing medicine with medicine and continuously deepening the comprehensive reform of public hospitals, further clarifying the implementation of the "two ticket system" for the purchase and sales of high-value medical consumables. With the change of sales mode brought about by the two ticket system, the issuer is faced with the problem that the collection cycle of accounts receivable becomes longer Changes in operating conditions such as the increase of sales expenses corresponding to unit sales revenue may have an adverse impact on the sales and operating performance of the company's products if the company fails to formulate effective countermeasures in time according to the change of "two vote system" policy.
In 2019, the general office of the State Council issued the notice on printing and distributing the reform plan for the treatment of high-value medical consumables to explore "volume procurement" in the field of high-value medical consumables. At present, the national bidding for volume procurement of artificial joint products has been basically completed, For relevant risks, please refer to the prospectus "tips on major events / I. risk of changes in industrial regulatory policies / (I) risk of decline in product terminal price caused by 'volume procurement'" and "tips on major events / I. risk of changes in industrial regulatory policies / (II) risk of volume procurement of issuer's knee products in countries that fail to win the bid".
In addition, China has also introduced policies such as medical insurance reimbursement and centralized procurement, And actively explore policies such as disease diagnosis related subgroups (DRGs) and "one vote system". In 2021, eight ministries and commissions including the national medical insurance bureau and the National Health Commission jointly formulated the pilot scheme for deepening medical service price reform, with the goal of exploring and forming replicable and popularized experience in medical service price reform through three to five years of pilot.
In addition, the issuer has also actively explored foreign markets, and its overseas business development is strictly supervised by the competent authorities of relevant countries and regions. For example, in the new version of medical device regulation MDR voted by the European Union in March 2017, there are still some matters in the new MDR regulations that have not been specified, so there is a certain risk of policy uncertainty.
In the future, China and foreign countries will pay more attention to the medical device industry, and successively introduce relevant regulations and policies in terms of industry standards, bidding, centralized procurement, circulation system, etc. If the company cannot adapt to the intensive changes of industrial policies, study the new policy requirements in advance and do a good job in the response measures of the new deal, there may be situations such as new products unable to obtain certification, sales channels unable to meet the regulatory requirements and product competitiveness decline, which will have an adverse impact on the company's profitability and compliance operation. 2、 Risk of core materials relying on a single overseas supplier
During the reporting period, the ceramic ball joint and ceramic lining used in the company's ceramic joint prosthesis products were purchased from ceramtech GmbH. Ceramtec GmbH is an advanced ceramic material supplier headquartered in Germany. Mainstream Chinese and foreign joint manufacturers, including Johnson & Johnson, Smith & nephew, Stryker, Gemma bangmei, Aikang medical, Chunli medical, Shandong Weigao Orthopaedic Device Co.Ltd(688161) , etc., purchase ceramic materials from the company. Due to factors such as international politics and other force majeure, the supply of imported raw materials may be delayed, restricted or the price may be increased. If the company fails to obtain sufficient raw material supply in time, the normal production and operation of the company may be adversely affected. At the same time, affected by international trade disputes, there is a risk that the purchase price will increase due to the increase of tariffs. 3、 Outsourcing risk
During the reporting period, the company's painting, basic machining, sterilization, surface treatment and other processes were mainly produced by outsourcing. From 2018 to the first half of 2021, the proportion of the company's outsourcing procurement amount in the total procurement amount was 22.49%, 16.66%, 16.59% and 12.80% respectively. If the company fails to effectively implement outsourcing management measures, it may bring certain risks to product quality and delivery time; At the same time, if the outsourcing manufacturer fails to provide products with quality and quantity in accordance with the agreement, or violates the agreement, resulting in the disclosure of the company's technical and trade secrets, it will have an adverse impact on the company's production and operation. 4、 Risk of improper control by actual controller
Prior to this offering, Shi Chunbao and Yue Shujun, the actual controllers of the company, held a total of 60.47% of the shares of the company and had major decision-making power over the production and operation of the company. If the actual controller takes advantage of its control position to exert adverse effects on major matters such as the company's financial management, personnel appointment and removal, development strategy, business decision-making, profit distribution, related party transactions and foreign investment by exercising voting rights or other means, the interests of other shareholders may be damaged. 5、 Special risks of the company's listing on the Hong Kong Stock Exchange and A-Shares at the same time
After the public offering is listed, the issuer's shares will be listed on the Shanghai Stock Exchange and the Hong Kong Stock Exchange at the same time. At that time, the issuer shall comply with the Listing Supervision Rules of the regulatory authorities of both places. Due to the differences in regulatory rules between Chinese mainland and Hongkong, there are some differences in the relevant laws and regulations that the company needs to comply with in terms of governance structure, standard operation, information disclosure, internal control and investor protection, which poses greater challenges to issuer compliance operation and investor relations management.
After the A-Shares issued this time are listed, A-share investors and H-share investors belong to different categories of shareholders, And will vote on specific matters to be performed by shareholders of different categories in accordance with relevant provisions (such as increasing or reducing the number of shares of this class, canceling or reducing the rights of shares of this class to obtain dividends or accumulated dividends, etc.) to vote by category. The convening, convening and voting results of the general meeting of shareholders of H share class may have a certain impact on the shareholders of a share class.
After the issuer's H shares on the Hong Kong Stock Exchange and A-Shares on the Shanghai Stock Exchange are listed at the same time, it will be affected by the market linkage between Hong Kong and China at the same time. There may be differences in the understanding and evaluation of the company by H-share and A-share investors, as well as differences in the liquidity, trading volume and investor structure of H-share and A-share. There may be differences in the stock prices of the company in the two markets, the factors affecting the stock prices and the sensitivity to the influencing factors may also be different, and the systematic risks of overseas capital markets The fluctuation of the company's H-share price may have an adverse impact on A-share investors. 6、 Research and development of new materials
