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 risks. Investors should fully understand the investment risks of the gem and the risk factors disclosed by the company, and make investment decisions prudently.
Ganzhou Tengyuan cobalt New Material Co., Ltd. (No. 9, Xijin Avenue, Ganzhou high tech Industrial Development Zone, Ganxian District, Ganzhou City, Jiangxi Province)
Prospectus for initial public offering and listing on GEM
Sponsor (lead underwriter)
(12th and 15th floors, Xinsheng building, No. 5 Financial Street, Xicheng District, Beijing)
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 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.
Issue overview
Type of shares issued: RMB ordinary shares (A shares)
This public offering of 31486900 shares does not involve the number of shares issued by shareholders. After the issuance, the number of shares issued to the public accounts for 25% of the total number of shares issued
The par value of each share is RMB 1.00
The issue price per share is 173.98 yuan
Issue date: February 2023
Stock exchanges and sectors to be listed Shenzhen Stock Exchange gem
The total share capital after issuance is 125947514 shares
Sponsor (lead underwriter) Dongxing Securities Corporation Limited(601198)
Signing date of prospectus: March 14, 2022
Tips on major issues
The company specially reminds investors that before making investment decisions, they must carefully read all the contents of this prospectus and pay special attention to the following important matters and risks. 1、 Important commitments related to this offering
(I) please refer to “section 10 investor protection” of this prospectus for the commitment of circulation restriction and voluntary locking of shares held by shareholders and directors, supervisors and senior executives before this offering “IV. important commitments made by the issuer, the issuer’s shareholders, the actual controller, the issuer’s directors, supervisors, senior managers and other core personnel, as well as the recommendation institution and securities service institution of this offering and their performance” (I) commitment letter on restrictions on the circulation and voluntary locking of the company’s shares held by shareholders and directors, supervisors and senior managers before this offering “.
(II) commitment of shareholding intention and reduction intention of major shareholders before this offering
Please refer to “(II) of” IV. important commitments made by the issuer, the issuer’s shareholders, actual controllers, the issuer’s directors, supervisors, senior managers and other core personnel, as well as the sponsors and securities service institutions of this offering “in” section 10 investor protection “of this prospectus for details Commitment letter on shareholding intention and reduction intention of major shareholders before this offering “.
(III) measures and commitments to stabilize the stock price
Please refer to “(III) relevant commitments on stabilizing the stock price” in “IV. important commitments made by the issuer, the issuer’s shareholders, actual controllers, the issuer’s directors, supervisors, senior managers and other core personnel, as well as the sponsors and securities service institutions of this offering” of “section 10 investor protection” of this prospectus for details.
(IV) measures and commitments to fill the amortized immediate return
Please refer to “(V) of” IV. important commitments made by the issuer, the issuer’s shareholders, actual controllers, the issuer’s directors, supervisors, senior managers and other core personnel, as well as the sponsors and securities service institutions of this offering “in” section 10 investor protection “of this prospectus for details Letter of commitment on taking filling measures to dilute the immediate return of initial public offering “.
(V) share repurchase measures and commitments
Please refer to “(IV) letter of commitment on repurchase of shares issued and listed fraudulently” in “section 10 investor protection” of this prospectus for details of “IV. important commitments made by the issuer, the issuer’s shareholders, actual controllers, the issuer’s directors, supervisors, senior managers and other core personnel, as well as the sponsor and securities service institutions of this offering and their performance” 。
(VI) measures and commitments on avoiding horizontal competition
Please refer to “(VI) of” IV. important commitments made by the issuer, the issuer’s shareholders, actual controllers, the issuer’s directors, supervisors, senior managers and other core personnel, as well as the sponsors and securities service institutions of this offering “in” section 10 investor protection “of this prospectus for details Letter of commitment of actual controllers Luo Jie, Xie Fubiao and Wu Yanghong on avoiding horizontal competition “.
(VII) commitment on profit distribution policy
Please refer to “(VII) commitment letter on profit distribution policy” in “IV. important commitments made by the issuer, the issuer’s shareholders, actual controllers, the issuer’s directors, supervisors, senior managers and other core personnel, as well as the sponsors and securities service institutions of this offering” of “section 10 investor protection” of this prospectus for details.
(VIII) commitment to undertake compensation or liability according to law
For details, please refer to “(VIII) commitment to bear compensation or compensation liability in accordance with the law” in “IV. important commitments made by the issuer, the issuer’s shareholders, actual controllers, the issuer’s directors, supervisors, senior managers and other core personnel, as well as the sponsor and securities service institutions of this offering and their performance” of “section 10 investor protection” of this prospectus.
(IX) commitment of binding measures failing to fulfill relevant commitments
(IX) details of the issuer’s failure to fulfill the commitments made by the issuer, the directors, the supervisors and other relevant personnel of the issuer, and the issuer’s failure to perform the commitments made by the issuer’s core shareholders, the supervisors and other relevant personnel of the issuer.
(x) commitment on regulating related party transactions
Please refer to “(x) commitment on regulating related party transactions” in “IV. important commitments made by the issuer, the issuer’s shareholders, actual controllers, the issuer’s directors, supervisors, senior managers and other core personnel, as well as the sponsors and securities service institutions of this offering” of “section 10 investor protection” of this prospectus for details.
（11） Important commitments made by sponsors and securities service institutions
Please refer to “(12) of” IV. important commitments made by the issuer, the issuer’s shareholders, actual controllers, the issuer’s directors, supervisors, senior managers and other core personnel, as well as the sponsors and securities service institutions of this offering “in” section 10 investor protection “of this prospectus for details Important commitments made by sponsors and securities service institutions “. 2、 Accumulated profit distribution plan before this issuance
The sixth extraordinary general meeting of the company in 2020 deliberated and approved the proposal on the distribution plan of accumulated profits before the company’s initial public offering. For the undistributed profits accumulated by the company before this offering, according to the company law, the securities law and the common practices of the securities market, the company plans to make the following arrangements: after this offering and listing, All new and old shareholders of the company shall jointly enjoy the accumulated undistributed profits before the issuance according to the shareholding ratio after the issuance. 3、 Dividend distribution policy after the issuance and listing
The sixth extraordinary general meeting of the company in 2020 deliberated and approved the proposal on the dividend return planning of the company’s long-term shareholders, established and improved the sustainable and stable return planning and mechanism for investors, made institutional arrangements for the company’s dividend distribution, and ensured the continuity and stability of the company’s dividend distribution policy. For details, please refer to “II. Distribution of accumulated profits before issuance and dividend distribution policy after this issuance and listing” in “section 10 investor protection” of this prospectus. 4、 Special risk tips
(I) shutdown caused by factory relocation and failure of production in the new plant to meet the expected risk
The company’s plant area in Hongjin Industrial Park of Ganzhou high tech Zone is included in the relocation scope of phase I enterprises of Hongjin Industrial Park of Ganzhou high tech Zone by Ganxian district government of Ganzhou City. It needs to be relocated to Yangtang Industrial Park and build a new plant area. On April 26, 2019, after public bidding, auction and listing, the company transferred the use rights of two transferred state-owned construction land located in Yangtang Industrial Park, Ganxian District, both for industrial purposes. On the same day, the company signed the agreement on Expropriation and relocation compensation with the headquarters for the relocation and renovation of phase I enterprises in Hongjin Industrial Park, Ganzhou high tech Zone, and agreed with the government on the manner and amount of expropriation and relocation compensation, the time and manner of payment of relocation compensation, and the relocation period. Affected by covid-19 pneumonia, the two sides signed the supplementary agreement on Expropriation and relocation compensation on May 28, 2020,
The original agreed relocation period will be extended to September 30, 2020.
The relocation of the issuer’s old plant was completed in September 2020, and the completion acceptance procedures of the new plant have been completed and the real estate ownership certificate has been obtained. In December 2020, 465.53 metal tons of qualified cobalt salt products were produced in the company’s new plant. In the first half of 2021, 312986 metal tons of cobalt products were produced in the new plant, which basically met the normal production conditions and stable output. In June 2021, the issuer has completed the approval, filing, licensing and other procedures related to the formal operation of the new plant and officially put into operation. As the production line in the new plant area of the company has made many improvements and upgrades to the original production process, improved the intelligent level, and used a large number of new equipment, although the company has officially put into operation and stable output, there is still a risk that the new plant area is affected by various factors and cannot fully reach the production capacity.
(II) risks of overseas operation
The company has set up two Hong Kong subsidiaries and one Congo (DRC) subsidiary abroad, and preliminarily constructed the global layout of the company’s cross-border operation. Congo (DRC) and neighboring Zambia belong to the world’s important copper cobalt ore belt, with rich copper cobalt ore reserves. Among them, the cobalt ore reserves owned by Congo (DRC) account for about 50% of the world’s proven cobalt ore reserves. It is of great significance to the company to establish a subsidiary in Congo (DRC) and gradually carry out raw material procurement and processing business locally, which is related to the stability of raw material supply and operation of the company. However, the local political and social situation in the Democratic Republic of the Congo (DRC) is not very stable, and the economic and social development is relatively backward. The company is facing the following overseas business risks: 1. Although the Democratic Republic of the Congo (DRC) has many advantages in attracting foreign investment, there are local fluctuations in its national and regional political situation and economic situation, the business environment ranks low in the world, economic development Many problems of social stability have not been effectively solved, and unsafe and unstable factors affecting Chinese enterprises’ investment in DRC still exist. In the Democratic Republic of the Congo (DRC), there is a risk that the production of enterprises will be interrupted or the normal business activities of enterprises will be affected due to large fluctuations in the macroeconomic situation, political turmoil, strikes, epidemics, power and other energy supply interruptions; 2. Underdeveloped infrastructure such as transportation and communication, and lack of capital construction materials and living materials restrict the production and development of enterprises; 3. Adverse changes in investment, taxation, finance, foreign exchange, labor, import and export and other relevant laws and regulations; 4. Although the DRC and the Chinese government have signed a series of trade and cooperation agreements to protect the investment and cooperation of Chinese enterprises, the DRC government risks adverse changes in China’s foreign policy; 5. The breach of contract by the government or local cooperative enterprises leads to the loss of the company’s assets or business activities; 6. The business environment, legal system and language customs of Congo (DRC) are quite different from those of China, which may make the Chinese personnel of the company fail to implement the local laws, regulations, policies and business rules, and increase the difficulty of the company’s management; 7. In the future, if the environmental protection policy of the Democratic Republic of the Congo changes, the subsidiary of the Democratic Republic of the Congo may face the risk of local environmental protection policy changes and rising environmental protection costs.
