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. Investors are facing greater 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.
Shaanxi Sirui New Material Co., Ltd
Shaanxi SiruiAdvanced Materials Co., Ltd.
No. 12, zhangbaqi Road, high tech Zone, Xi'an, Shaanxi
Prospectus for initial public offering and listing on the science and Innovation Board
Sponsor (lead underwriter)
(No. 689, Guangdong Road, Shanghai)
Important 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 completeness 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 the changes in the operation and income of the issuer or the 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 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.
Overview of this offering
Type of shares issued: RMB ordinary shares (A shares)
The number of shares issued this time is 40.01 million, accounting for 10.002% of the total share capital after issuance. The shareholders of the company will not offer shares to the public this time.
The par value of each share is RMB 1.00
The issue price per share is 10.48 yuan
Issue date: March 7, 2022
Stock exchanges and sectors to be listed Shanghai Stock Exchange Kechuang board
The total share capital after issuance is 40001 million shares
Sponsor and lead underwriter Haitong Securities Company Limited(600837)
Signing date of prospectus: March 11, 2022
Tips on major issues
The company specially reminds investors to carefully read the text of this prospectus before making investment decisions, and pay special attention to the following important matters. 1、 Risk tips
Investors are specially reminded to pay attention to the following risk tips. For details, see "section IV Risk Factors". (I) raw material price fluctuation and hedging management risk
The main raw material of the company is copper. During the reporting period, the purchase amount of the issuer was 2003044 million yuan, 2445912 million yuan, 2849609 million yuan and 2629102 million yuan respectively, accounting for 62.38%, 64.03%, 64.79% and 74.42% of the total purchase amount of each period respectively. In 2020, the price of electrolytic copper fluctuated greatly due to the covid-19 epidemic and the change of downstream demand. According to the data released by the National Bureau of statistics, the average price of 1 electrolytic copper fell from 4881304 yuan / ton on January 10, 2020 to 3847410 yuan / ton on March 31, a decrease of 21.18%. Since then, the average price of 1 electrolytic copper gradually increased, and reached the highest price of 7495350 yuan / ton since the data released by the National Bureau of statistics in 2014 on May 20, 2021. As of December 31, 2021, the average price fell slightly to 6986980 yuan / ton.
Affected by the rising price of copper and other factors, the company's comprehensive gross profit margin in 2021 decreased from 22.39% in the same period of last year to 19.24% (reviewed data), a decrease of 3.15%. If electrolytic copper and other raw materials continue to rise in the future and the company fails to take effective measures, it may have an adverse impact on the company's production and operation. Copper, the main raw material for the company's production, accounts for a large proportion of the production cost, and the fluctuation of the market price of copper has a great impact on the company's production cost. Since 2021, the framework agreement signed by the company and Westinghouse brake, one of its main customers, has agreed to lock the sales unit price of the company's products, For some fluctuations in the price of raw materials, the company will lock in the risk of fluctuations in the price of raw materials by purchasing copper futures. In addition, both parties will still adjust and compensate according to the changes in the price of raw materials. From January to June 2021, the company's copper futures turnover was 201267 million yuan. In the future, with the continuous expansion of the company's sales scale, it is expected that the company's hedging frequency and scale will continue to increase. However, if the company mispredicts the use of raw materials or the business personnel fail to implement the system effectively, the company will face the failure to effectively implement the hedging business, which will have an adverse impact on the stable operation of the company.
(II) risk of the impact of downstream industry cycle on the company's production and operation
The end ring and guide bar products in the company's high-strength and high conductivity copper alloy materials and products business are mainly used in traction motor equipment in rail transit industry, and the copper chromium contacts and copper tungsten contacts in medium and high voltage electrical contact materials and products business are mainly used in medium and high voltage switching equipment in power industry. During the reporting period, the revenue realized by the above products was 288569100 yuan, 310618500 yuan, 336125500 yuan and 172960500 yuan respectively, accounting for 64.02%, 61.78%, 55.47% and 42.42% of the main business revenue respectively.
Rail transit industry and electric power industry are basic industries related to the lifeline of the national economy and maintain large-scale investment. However, due to the periodicity of national economic operation, the change of national macroeconomic situation and the adjustment of relevant industrial policies will affect the investment scale of rail transit industry and electric power industry. During the 13th Five Year Plan period (20162020), the investment amount of National Railways was 801.5 billion yuan, 801 billion yuan, 802.8 billion yuan, 802.9 billion yuan and 781.9 billion yuan respectively, and the investment scale of power grid capital construction was 542.6 billion yuan, 531.5 billion yuan, 537.3 billion yuan, 485.6 billion yuan and 469.9 billion yuan respectively.
The periodicity of downstream industries such as rail transit industry and power industry has an impact on the company's production and operation. The change of investment scale of downstream industries affects the market demand of the company's products, and the company's performance is at risk of fluctuation. (III) iteration risk of technology upgrading
Continuous technological innovation in the new material industry, continuous R & D investment and new product development are the key to maintaining competitive advantage. The company has mastered the material design, preparation technology and precision processing technology of high-strength and high conductivity copper alloy materials and products, medium and high-voltage electrical contact materials and products, high-performance metal chromium powder, CT and Dr ball tube components and other products.
The existing material preparation technology of the company may be replaced by new process technology routes. At present, there are cutting-edge technologies such as artificial composite technology and in-situ composite technology for high-strength and high conductivity copper alloy materials. At present, there are cutting-edge technologies such as thermal plasma, in-situ composite and self propagating synthesis for medium and high voltage electrical contact materials. These new process technology routes are currently in the research stage, It has not been industrialized on a large scale.
There is the possibility of using other new materials in the downstream application field of the company's existing materials. For the downstream application of high-strength and high conductivity copper alloy materials, there are new materials such as carbon fiber metal composite in the guide strip of traction motor end ring, and new materials such as copper graphite composite in the contact of medium and high voltage switch. These new materials are currently in the research stage and have not been industrialized on a large scale.
If the company fails to accurately grasp the industry technology development trend and formulate the research direction of new technology in the future, or the R & D speed is lower than the industry technology update speed, it will have an adverse impact on the company's competitiveness and sustainable development. (IV) the risk that the industrialization of the project invested with raised funds fails to meet the expectations and has an impact on the performance
After the investment project funded by this issuance is put into operation, the company's production capacity will increase significantly, with 14300 tons of chromium zirconium copper alloy materials and 5700 tons of copper ferroalloy materials. Among them, chromium zirconium copper alloy materials are the core business of the company's rapid growth, and copper ferroalloy materials are an emerging business under cultivation, which has been supplied in small quantities and realized revenue. If the company cannot effectively explore the market, or there are major adverse changes in the industry market environment, it may lead to the risk that the product sales are blocked, some production equipment is idle, and the projects invested with raised funds cannot achieve the expected income of industrialization.
After the completion of the raised investment project, the sales revenue of chromium zirconium copper alloy materials and copper ferroalloy materials will be increased. Because the product structure of the raised investment project is mainly direct sales of materials, the company's gross profit margin in the first year of reaching production is estimated to be about 18.02%, which is lower than the company's comprehensive gross profit margin in the reporting period. After the raised investment project is put into operation, the company's comprehensive gross profit margin is at risk of decline. In addition, the project invested by the raised funds will add new fixed assets. According to the company's current fixed asset depreciation policy, the maximum depreciation of new fixed assets will be 178232 million yuan per year after the project is put into operation. If there is a major change in the future market environment and the expected return of the investment project with raised funds cannot be realized, there is a risk of profit decline due to a large increase in depreciation in the short term. (V) risk of debt service and interest payment
The financing channels of the company are relatively single. In addition to equity financing once during the reporting period, the company mainly relies on bank loans and financial leasing for debt financing. At the end of each reporting period, the total amounts of short-term loans, non current liabilities due within one year, long-term loans, long-term accounts payable and lease liabilities were 2718028 million yuan, 3113429 million yuan, 3644504 million yuan and 4448159 million yuan respectively. The amount of interest expense (after deducting interest income) is 125903 million yuan, 137205 million yuan, 169118 million yuan and 7.7677 million yuan respectively, accounting for 93.31%, 51.66%, 40.76% and 26.21% of the net profit attributable to the owners of the parent company after deducting non recurring profits and losses. The company's capital structure is relatively dependent on debt financing. If there are adverse changes in the company's production and operation in the future and it is unable to raise funds to maintain the normal turnover of debt financing, it will face a certain risk of debt repayment and interest payment. At the same time, due to the above interest bearing debt financing, the company has the situation of mortgage and pledge of the company's plant, land, equipment, patents and other assets. If the issuer defaults on debt repayment, the creditor has the right to dispose of the company's mortgaged and pledged assets and exercise the right of priority repayment, which will have an adverse impact on the company's production and operation.
2、 Main financial information after the audit deadline of financial report
The audit deadline of the company's financial report is June 30, 2021. Zhitong certified public accountants has reviewed the company's consolidated and parent company's balance sheet as of December 31, 2021, consolidated and parent company's income statement, consolidated and parent company's cash flow statement, consolidated and parent company's statement of changes in shareholders' equity and notes to relevant financial statements in 2021, And issued the review report (Zhi Tong Shen Zi (2022) No. 332a000178). The main financial information reviewed (Unaudited) is as follows:
Unit: 10000 yuan
December 31, 2021 / December 31, 2020 / rate of change
Total assets 1280516410570843 21.14%
Total liabilities 69421675332808 30.18%
Owner's equity attributable to the parent company 58593175237969 11.86%
Operating income 96764036806718 42.16%
R & D expenses 413408222783 85.56%
Net profit attributable to shareholders of the parent company 624433521053 19.84%
