Stock abbreviation: Uroica Precision Information Engineering Co.Ltd(300099) Stock Code: Uroica Precision Information Engineering Co.Ltd(300099) Uroica Precision Information Engineering Co.Ltd(300099) (registered address: West of Fengxiang road and north of Guihua Branch Road, high tech Zone, Tai’an City, Shandong Province)
A-share prospectus issued to specific objects in 2021
(Revised Version)
Sponsor (lead underwriter)
North block of excellence Times Square (phase II), No. 8, Zhongxin Third Road, Futian District, Shenzhen, Guangdong Province
March, 2002
Statement
1. All directors, supervisors and senior managers of the company promise that there are no false records, misleading statements or major omissions in this prospectus, and guarantee the authenticity, accuracy and completeness of the information disclosed.
2. The person in charge of the company, the person in charge of accounting and the person in charge of the accounting organization shall ensure that the financial and accounting reports in this prospectus are true and complete.
3. The examination, approval and consent registration of this securities issuance by Shenzhen Stock Exchange and China Securities Regulatory Commission do not indicate that they have made a substantive judgment or guarantee on the authenticity, accuracy and integrity of the information disclosed by the listed company, nor do they indicate that they have made a substantive judgment or guarantee on the value of the company’s shares or the income of investors, Any statement to the contrary is a false statement.
4. 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 issues
1、 Risk digestion of new capacity of investment projects with raised funds
After the completion of the fund-raising investment project, the capacity scale of the company’s mining intelligent monorail transportation system will be significantly expanded, which will help to improve the company’s ability to meet market demand. The raised investment project will increase the production capacity of the enterprise from 2024. It is expected to reach the production capacity in 2027. During this period, the production capacity of the company’s new mining intelligent monorail transportation system will be 60, 120, 160 and 200 respectively. From 2018 to 2020, the enterprise produced and sold 13, 10 and 10 mining intelligent monorail transportation systems, with sales amounts of 479894 million yuan, 345647 million yuan and 500187 million yuan respectively; It is estimated that the enterprise will produce and sell about 50 mining intelligent monorail transportation systems in 2021, with a sales amount of about 170 million yuan. In January and February 2022, 15 new orders were added, with a corresponding amount of about 71.4 million yuan; The order for the same period in 2021 was 4 sets, and the corresponding amount was 215713 million yuan. At present, the company has strong demand for mining intelligent monorail transportation system products, and the market is in the development stage. In addition, the company has conducted sufficient market research and feasibility analysis on the investment projects with raised funds, and made a series of preparations in terms of technology, marketing channels, market development, personnel reserves and so on.
However, the company’s history and current operating performance do not represent a commitment to future annual performance. The construction of projects invested with raised funds needs a certain period, and the business development of mining intelligent monorail transportation system needs to maintain a high growth rate. If the external environment occurs during this period, such as the recession of coal industry, adverse changes in the demand of Chinese coal mining enterprises for mining transportation system, adverse changes in the national coal mine intelligent development policy, etc, Or there is a deviation in the company’s preliminary research and analysis, and the market demand of the company’s mining intelligent monorail transportation system products can not meet the expectations, which may lead to the difficulty in digesting the new production capacity of the project, resulting in the difficulty in realizing the benefits of the project invested by the raised funds, which will have an adverse impact on the company’s operating performance.
2、 Implementation risk of investment projects with raised funds
According to the deployment of the overall development strategy, the company has conducted a comprehensive, in-depth and detailed feasibility study and demonstration on the investment projects to be implemented, and finally determined the investment direction of the raised funds. After the implementation of the investment project with raised funds, the business scale and profitability of the company will be further improved. However, since the implementation of the investment project with raised funds takes a certain time, the changes of macro policy environment, industrial competition, adverse changes in market capacity and other factors will have a great impact on the implementation of the investment project with raised funds. In addition, in the process of project implementation, if there are uncertainties such as the failure of the raised funds to be in place on time and the delay in the implementation process, it will also have a certain impact on the expected benefits of the project invested by the raised funds.
3、 Risk that the project invested with raised funds fails to achieve the expected benefits
After the project invested by the raised funds is completed and put into operation, the company will increase the annual production capacity of 200 sets of mining intelligent monorail transportation systems. The construction of the company’s fund-raising project aims to alleviate the current situation that the company’s products are in short supply, fully predict the future market space of mining intelligent monorail transportation system and seize the market development opportunities. After sufficient feasibility study and demonstration, the raised investment project has carefully and reasonably calculated the expected benefits of the project by comprehensively considering the factors such as industrial policies, market environment, technological development trend and the operation of the company. However, in the process of project implementation, if there are unforeseen factors such as adverse changes in macro policies and market environment, intensified industry competition, the company’s products can not meet the market demand, and the company’s management ability can not keep up with the pace of capacity expansion, it will affect the gross profit margin and net profit margin of the raised investment project, and then adversely affect the expected benefits of the raised investment project.
4、 The risk that the new depreciation and amortization of the raised capital investment project may have an adverse impact on the company’s performance. The implementation of the raised capital investment project will increase the investment in fixed assets and intangible assets, and increase the corresponding depreciation and amortization after the completion of the project construction. After the implementation of the project, it is expected to increase the amount of depreciation and amortization by 261158 million yuan per year. Although after the completion of the investment project, it is expected that the net profit contributed by the project to the company will far exceed the increased depreciation expenses to the company, if there are significant adverse changes in the future market environment or poor project management, the income and profit level generated by the raised investment project cannot reach the established goal, As a result, the company has the risk of adverse impact on the company’s performance due to new depreciation and amortization.
5、 Operating risk of subsidiary Fuhua Yuqi
The issuer completed the acquisition of 53.21% equity of Fuhua Yuqi in January 2014. During the performance commitment period, due to the changes in the situation of the industry involved in the products, it failed to complete the performance commitment. By the end of 2019, the goodwill involved in the acquisition had been fully depreciated. In order to optimize Fuhua Yuqi’s asset liability structure, enhance its profitability and contribute to sustainable development, the issuer increased its capital in 2017 and signed a performance agreement with Fuhua Yuqi’s management team. At present, Fuhua Yuqi has not completed the performance agreement in the first stage, and Fuhua Yuqi’s management team has failed to complete the performance compensation within the time specified in the agreement.
The issuer announced the changes of relevant contents of the capital increase agreement. Although the issuer has reflected the performance of Fuhua Yuqi during the commitment period of operating performance in the consolidated statements and extended the agreed period of performance of Fuhua Yuqi’s operating team after deliberation by the general meeting of shareholders, there is still a risk of failure to achieve if the operation fails to meet the expectations. In addition, as Fuhua Yuqi mainly adopts the project system to carry out its business, if there are customer product returns or other factors that make the project unable to be completed smoothly in a future business project, it may lead to the risk of impairment of Fuhua Yuqi’s inventory.
6、 Technology R & D risk
Under the background of the continuous upgrading of the downstream coal industry, customers put forward higher requirements for the function, quality and operation stability of products related to monorail transportation system. In order to maintain competitive advantage, the company needs to continuously optimize and upgrade the product performance and production and processing process; In addition, due to the complex characteristics of coal mine construction environment, the company needs to provide customized products according to the needs of customers for each coal mine. In order to meet the diversified needs of different types of customers, the company needs to continuously invest in R & D, enrich product functions and improve product system. If the company encounters uncertain factors such as slow technology R & D progress, too fast technology and product upgrading and ineffective transformation of technical achievements, it may lead to the company’s failure in the R & D of new technologies and products or the quality of new products put into the market can not meet the needs of downstream customers, can not bring the expected benefits to the company as scheduled, and have an adverse impact on the development of the company.
7、 Risks of slowdown and decline of the company’s performance
Affected by the growth of intelligent demand in the coal industry, mine safety demand and military procurement demand, the issuer’s operating revenue increased by 65.55% year-on-year from January to September 2021, and the net profit deducted from non parent company increased by 650.60% year-on-year. The increase is large and sporadic. In the future, with the changes of the above influencing factors, the market demand will be reduced, Or the expansion of production capacity in the industry significantly exceeds the increment of demand, intensified market competition and other adverse factors may still cause fluctuations in the company’s operating performance, and the company’s future operating performance may slow down or decline.
8、 Risk of bad debt loss of accounts receivable
With the rapid growth of the company’s business scale, the scale of the company’s accounts receivable has also increased accordingly. At the end of each reporting period, the balance of accounts receivable of the company was 3849976 million yuan, 2451148 million yuan, 2698148 million yuan and 4084995 million yuan respectively. By the end of September 2021, the balance of accounts receivable aged within one year (including one year) of the company was 3273135 million yuan, accounting for 80.13%. The company has fully accrued bad debt reserves for accounts receivable. The company’s main customers are large state-owned coal enterprises and military enterprises with good reputation. At the same time, the company has formulated a relatively strict accounts receivable management system, which is less likely to cause large bad debt losses. However, if the company’s short-term accounts receivable rise sharply and the customers’ financial situation deteriorates or cannot pay on time, the company will face the risk of bad debt loss, which will have an adverse impact on the capital turnover and profit level.
catalogue
Declare that 2. Tips on major issues three
1、 The new capacity of the project invested with raised funds digests the risk three
2、 Risks in the implementation of projects invested with raised funds three
3、 Risk that the project invested with raised funds fails to achieve the expected benefits four
4、 The risk that the newly added depreciation and amortization of raised capital investment projects may have an adverse impact on the company’s performance four
5、 Operating risks of Fuhua Yuqi, a subsidiary four
6、 Technology R & D risks five
7、 The risk of slowdown and decline of the company’s performance five
8、 Risk of bad debt loss of accounts receivable 5 catalog Section 1 interpretation Section 2 basic information of the issuer eleven
1、 Issuer profile eleven
2、 Ownership structure, controlling shareholders and actual controllers eleven
3、 Main characteristics of the issuer’s industry and industry competition thirteen
4、 Main business models, main contents of products or services forty-two
5、 Existing business development arrangements and future development strategies forty-six
6、 Financial investment fifty
7、 Pending litigation, arbitration and administrative punishment Section III summary of this securities offering fifty-four
1、 Background and purpose of this offering fifty-four
2、 Issuing object and its relationship with the company fifty-five
3、 The price or pricing method of securities issued, the number of securities issued, and the sales restriction period fifty-six
4、 The raised funds are invested in fifty-seven
5、 Whether this issuance constitutes a connected transaction fifty-seven
6、 Whether this issuance will lead to changes in the company’s control fifty-seven
7、 The issuance plan has been approved by relevant competent authorities and the procedures to be submitted for approval 58 Section IV feasibility analysis of the board of directors on the use of the raised funds fifty-nine
1、 The investment plan of the raised funds fifty-nine
2、 Necessity and feasibility analysis of the use of the raised funds fifty-nine
3、 The impact of this issuance on the operation, management and financial status of the company seventy-four
4、 The feasibility analysis conclusion of the use of funds raised by issuing A-Shares to specific objects seventy-five
5、 Use of funds raised by the company last time Section V discussion and analysis of the board of directors on the impact of this issuance on the company eighty-one
1、 After the completion of this offering, the change and integration plan of the business and assets of the listed company eighty-one
2、 Changes in the control structure of listed companies after the completion of this offering 81 III. after the completion of this offering, the listed company and the issuing object, as well as the controlling shareholder and actual controller of the issuing object
There is horizontal competition or potential horizontal competition in the business IV. after the completion of this offering, the listed company and the issuing object and the controlling shareholder and actual controller of the issuing object may have
Related party transactions in Section VI risk factors related to this offering eighty-two
1、 Industry risks eighty-two
2、 Business and operational risks eighty-three
3、 Risks of raised investment projects eighty-five
4、 Financial risks eighty-seven
5、 Risks related to this issuance of shares to specific objects 88 Section VII statements related to this offering eighty-nine
1、 All directors, supervisors and senior managers of the issuer declare that ninety
2、 Statement of the controlling shareholder and actual controller of the issuer ninety-three
3、 The sponsor (lead underwriter) declares that ninety-four
4、 The issuer’s lawyer declares that ninety-seven
5、 Auditor’s statement ninety-eight
6、 The board of directors of the issuer declares that ninety-nine
