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. Guangzhou Pingao Software Co., Ltd
Bingo Software Co., Ltd.
(building G1, No. 17, software Road, Tianhe District, Guangzhou)
Prospectus for initial public offering and listing on the science and Innovation Board
Sponsor (lead underwriter)
Address: No. 8, Puming Road, China (Shanghai) pilot Free Trade Zone
Profile of this offering
Type of shares issued: RMB ordinary shares (A shares)
The total number of shares issued by the company in the initial public offering is 28263819 shares, accounting for 25% of the total share capital after the public offering. Among them: (1) the company issued 28263819 new shares; (2) the original shareholders did not offer shares to the public.
The sponsor arranges Minsheng investment, the relevant subsidiary of Minsheng sponsor, to participate in the strategic placement of this offering. The follow-up investment proportion of Minsheng sponsor's relevant subsidiary in Securities Investment Co., Ltd. is 4.00% of the number of this public offering, that is, the strategic placement of 1130553 shares, with a subscription amount of 41.9322 million yuan. The restricted period of the shares allocated to Minsheng investment is 24 months, which shall be calculated from the date when the shares issued to the public are listed on the Shanghai Stock Exchange
The company's senior managers and core employees participated in the strategic placement of the issuer's senior managers and employees through the special asset management plan. The number of placement was 3.80% of the number of shares issued this time, i.e. 107309200 strategic placement shares, At the same time, the subscription amount is 40 million yuan (including the brokerage commission for the placement of new shares), and the sales restriction period of the shares allocated to the asset management plan is 12 months, which shall be calculated from the date when the shares issued to the public are listed on the Shanghai Stock Exchange
The par value of each share is RMB 1.00
The issue price per share is 37.09 yuan / share
Issue date: December 21, 2021
The total share capital after issuance is 113055275 shares
Listed Stock Exchange Shanghai Stock Exchange
Listed sector: Kechuang board
Sponsor (lead underwriter) Minsheng Securities Co., Ltd
Signing date of prospectus: December 27, 2021
Statement and commitment
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.
Tips on major events
The company specially reminds investors to pay full attention to the following major matters and carefully read the text of this prospectus.
1、 Seasonal fluctuations in operating performance and income are mainly concentrated in December
During the reporting period, affected by customer structure and other factors, the company's main business revenue showed seasonal characteristics. The revenue in the fourth quarter accounted for a large proportion and was mainly concentrated in December. In the last three years, the revenue in the fourth quarter accounted for 74.08%, 60.06% and 66.32% respectively, and the revenue in December of each year accounted for 61.35%, 48.36% and 58.74% respectively. The company's customers are mainly government institutions and large state-owned enterprises. Usually, such customers carry out budget and procurement for information construction at the end of last year or the beginning of the next year, and complete the fund use plan before the end of the year. Therefore, the project acceptance is mainly concentrated at the end of the year. Among the company's income in December of each year, 90.72% comes from government institutions and large state-owned enterprises 91.01% and 82.51%, so the revenue recognition is mainly concentrated in December, in which the revenue recognized in the last five days of each period accounts for 12.03%, 17.88% and 19.45% of the main business revenue respectively. Meanwhile, the company's management and sales staff salaries, R & D expenses, depreciation and amortization and other period expenses are relatively balanced, resulting in the company's loss or low profit in the first three quarters and the profit is mainly concentrated in the fourth quarter. There is a risk of seasonal fluctuation in the company's operating performance.
2、 The concentration of cloud leasing service business areas and customers and the large investment of assets lead to the risk of high asset liability ratio and slow payment collection
During the reporting period, the contribution of the company's cloud leasing service business to the gross profit increased year by year, exceeding 30% in 2020. The end users of the company's cloud leasing service business are mainly government and enterprise units in the Pearl River Delta, especially in Guangzhou. Therefore, the cloud leasing service revenue in South China accounts for a high proportion, accounting for 99.50%, 99.52% and 99.87% respectively in the last three years. Most of the company's cloud leasing services are provided jointly with partners (mainly telecom operators, which are the company's direct customers). In the past three years, the group revenue of major customers China Telecom Corporation Limited(601728) accounted for 98.32%, 96.38% and 95.39% of the business revenue respectively. The company's cloud Leasing Service business has the risk of regional and customer concentration.
The cooperation mode between the company's cloud leasing service business and telecom operators is: the company signs a contract with the partner to build a cloud platform and provide technical services, and the partner provides computer rooms and networks, and signs a contract with the end customer to provide cloud services to the end customer. Therefore, the company needs to invest in fixed assets such as servers and switches first. Large amount of long-term asset investment leads to the need for the company to raise funds for operation by means of loans and so on. The company's cloud leasing service business has the risk of increasing asset liability ratio due to large investment in assets.
Guangzhou Telecom, a subsidiary of China Telecom Corporation Limited(601728) group, the main customer of the company's cloud leasing service business, is the largest customer with accounts receivable balance at the end of each reporting period. In recent two years, affected by the internal system reform of Guangzhou Telecom, the collection time of accounts receivable of cloud leasing business has been extended. There is a risk of slow payment collection in the company's cloud leasing service business.
3、 Risk of overdue or uncollectible accounts receivable
At the end of each reporting period, the book balance of the company's accounts receivable was 154.4734 million yuan, 221.4425 million yuan, 310.9497 million yuan and 306.1982 million yuan respectively, of which the balance of overdue accounts receivable was 43.528 million yuan, 78.4293 million yuan, 92.7359 million yuan and 98.442 million yuan respectively, accounting for 28.18%, 35.42%, 29.82% and 32.15% respectively, The balance of accounts receivable aged over 1 year is 28.5727 million yuan, 52.8695 million yuan, 79.3776 million yuan and 83.1667 million yuan respectively, accounting for 18.50%, 23.88%, 25.53% and 27.16% respectively. The balance of bad debt reserves of accounts receivable is 19.7828 million yuan, 28.5110 million yuan, 41.9265 million yuan and 34.0429 million yuan respectively, of which due to the stagnation of customer business The total amount of bad debt withdrawn due to credit deterioration and other reasons was 4.7986 million yuan, 6.8410 million yuan, 8.1828 million yuan and 8.1828 million yuan respectively.
The accounts receivable customers of the company are mainly government institutions and large state-owned enterprises, with good credit status, but the payment is affected by customer approval process, capital budget, operation status, local financial status, revenue and expenditure management and other factors, and some accounts receivable are overdue or slow to collect; Meanwhile, affected by the internal system reform of Guangzhou Telecom, the collection time of accounts receivable of cloud leasing business has been extended in recent two years.
In conclusion, there is a risk that some of the company's accounts receivable are overdue or even unrecoverable.
4、 Cash flow risk from operating activities
In each period of the reporting period, the net cash flow generated from the company's operating activities was 9.2791 million yuan, - 6.192 million yuan, 47.785 million yuan and - 25.2803 million yuan respectively, and the difference from the net profit was - 10.6231 million yuan, - 41.4012 million yuan, - 1.8516 million yuan and - 10.6211 million yuan respectively, which was mainly due to the increase in the cloud leasing service income of the company using the post settlement method, The settlement period of customers in rail transit industry is long and the business continues to grow. In 2019, it is also affected by the delayed payment of individual customers due to their internal reasons. In the future, with the expansion of the company's business scale, if the period of sales collection and capital expenditure is inconsistent, it may lead to significant fluctuations in operating cash flow, and the company may have some pressure on working capital turnover.
5、 Solvency risk
At the end of each reporting period, the company's current ratio was 1.41 times, 1.71 times, 1.93 times and 1.69 times respectively, Asset liability ratio (parent company) are 66.11%, 43.85%, 43.37% and 45.42% respectively. The company's current ratio is low, and its asset liability ratio is high. The low current ratio is mainly due to the company's sales and purchase settlement mode, resulting in more advance receipts and accounts payable; the high asset liability ratio is mainly due to the company's less operating accumulation and small net assets, and the cloud leasing business needs to invest in fixed assets first Fixed assets, large investment in long-term assets leads to the need for the company to raise funds for operation through loans and other means. If the company needs to continuously supplement working capital or investment demand through borrowing in the future, there is a certain solvency risk.
6、 Risks of large changes in asset structure caused by investment projects with raised funds
The total amount of funds raised by the company for the construction project of Pingao building is RMB 281.57 million, accounting for 49.47% of the total funds raised. After the completion of the project, long-term assets such as intangible assets and fixed assets will be formed. The scale of long-term assets of the company will be greatly increased, the asset structure will change greatly, and the current ratio and quick ratio will decrease.
7、 Risk of changes in government subsidies and tax policies
In the last three years, the amount of government subsidies included in the current profit and loss of the company was 9.8141 million yuan, 6.8368 million yuan and 10.3912 million yuan respectively, accounting for 49.31%, 19.42% and 20.93% of the current net profit respectively, accounting for a relatively high proportion, but showing a downward trend. If the state's support for the software industry and relevant policies are adjusted in the future, and the scale of government subsidies is reduced or even cancelled, it will have an adverse impact on the profitability of the company.
In the last three years, the company has enjoyed preferential policies for high-tech enterprise income tax, additional deduction of R & D expenses and immediate collection and refund of value-added tax on software products, with preferential tax amounts of RMB 12.6713 million, RMB 10.9209 million and RMB 13.4899 million respectively, Accounting for 51.86%, 19.36% and 23.38% of the total profits of the current period (excluding the impact of share based payment). If there are significant adverse changes in the above national tax policies in the future, it may have an adverse impact on the operating results of the company.
8、 The company name includes "software", which is mainly engaged in cloud computing business
At the beginning of its establishment in 2003, the company was mainly engaged in the development of industry information software, named "Pingao software". The company began to explore cloud computing in 2009 and successfully released the first cloud operating system bingocloudos v1.0 in 2010 0. With the development of cloud computing technology and the company's strategic choice, the company has developed into an enterprise with cloud computing business as the core. During the reporting period, the proportion of cloud computing business revenue in main business revenue was 58.10%, 54.41%, 60.91% and 77.48% respectively. The company is mainly engaged in cloud computing business, but the name has not been changed, so the name still contains "software".
9、 About the identification of the company's industry
The company's main business includes cloud computing and industry informatization, but its core products, main technologies and revenue are mainly derived from cloud computing.
The company's core product is bingocloudo
