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.
Zhaoxun Media Advertising Co., Ltd
Mega-info Media Co.,Ltd.
(1036 Huaying building, Central Avenue, Tianjin Airport Economic Zone)
Initial public offering and listing on GEM
Prospectus
Sponsor (lead underwriter)
(unit A02, 35 / F and 28 / F, Allianz building, 4018 Jintian Road, Futian District, Shenzhen) March 2002
Statement and commitment
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, fulfill their commitments in good faith 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, fulfill their commitments in good faith 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.
Overview of this offering
Type of shares issued: RMB ordinary shares (A shares)
The number of shares issued is 50 million, accounting for 25% of the total share capital after issuance. The original shareholders of this issuance do not offer shares to the public
The par value of each share is RMB 1.00
The issue price per share is 39.88 yuan (through preliminary inquiry from the inquiry object, the company will negotiate with the lead underwriter for pricing)
Issue date: March 11, 2022
Stock exchange and gem of Shenzhen Stock Exchange to be listed
The total share capital after issuance is 200 million shares
Sponsor (lead underwriter) Anxin Securities Co., Ltd
Signing date of prospectus: March 17, 2022
Tips on major issues
The company specially reminds investors to carefully read the text of the prospectus and focus on the following matters: I. commitments on this offering
See the relevant contents of "section XIII, Annex I, commitments related to investor protection" in this prospectus. 2、 Tips on risk factors specially reminded by the company to investors
Investors are requested to carefully read all the contents of "section IV Risk Factors" in this prospectus, fully understand the risk factors disclosed by the company, and focus on:
(I) risk of the impact of changes in real estate customers and related party customers on the issuer's performance
During the reporting period, the company's real estate customers accounted for 12.75%, 22.11%, 29.70% and 12.06% of the company's revenue respectively, and the company's related party customers accounted for 2.11%, 5.33%, 8.85% and 10.40% of the company's revenue respectively. During the reporting period, excluding the income of real estate customers and related party customers, the company's main business income was 325788100 yuan, 324976300 yuan, 309054900 yuan and 191085800 yuan respectively, which had a great impact. If real estate customers and related party customers are adversely affected by relevant industrial policies, the company may face the risk of decline in revenue and profit and bad debt of accounts receivable.
(II) risk of loss of digital media resources
Since its establishment, the company has always focused on the development and operation of railway media resources. As of the signing date of this prospectus, the company has signed media resource use agreements with 17 of China's 18 Railway Bureau groups except Urumqi bureau group, and has built a high-speed railway digital media network covering the whole country. However, as the communication value of high-speed railway media is valued and recognized by more and more industry participants, the competition of high-speed railway media resources is becoming more and more intense. If the company fails to successfully renew the agreements with some railway administration groups in the future due to the factors such as the adjustment of media resources management strategy of the railway administration group, competition and management policy changes, the competitive advantage of the company's high-speed railway digital media network will be weakened, which will have an adverse impact on the company's business performance.
(III) risk of substantial increase in the purchase price of media resource use right or failure to renew the contract in the later stage
The media resource use agreement currently signed between the company and the Railway Bureau Group stipulates that for the survival agreement, the company and the railway bureau group usually agree to increase the purchase price according to a certain proportion every year; For the renewal of the contract after the expiration of the contract, the company and the railway bureau group usually reprice, which will also increase by a certain proportion compared with the purchase price of the previous contract. With the increasing value of high-speed rail media resources, the competition is becoming more and more fierce. After the price rises, the company may not win the bid, resulting in the loss of important hub sites, which will affect the company's market position in the field of high-speed railway media. The company has the risk of increasing the purchase price of digital media resources with the continuous passage of cooperation time with the Railway Bureau Group, which will increase the company's operating costs and have a significant adverse impact on the company's profitability.
Taking 2020 as an example, under the condition that the main business income and main business cost (except media resource usage fee) remain unchanged, the impact of the rise of media resource usage fee on the company's gross profit margin is as follows:
Unit: 10000 yuan
Project media resource usage media resource usage media resource usage media resource usage fee increases by 0%, 20%, 30% and 40%
Main business income 4880636488063648806364880636
Main business cost 1888827219417623468512499525
Including: media resource usage fee 1526746183209519847702137444
Gross profit 2991809268646025337852381111
Gross profit margin 61.30% 55.04% 51.92% 48.79%
Change in gross profit margin -- 6.26% - 9.38% - 12.51%
(IV) risk of public health emergencies such as covid-19 epidemic
High speed rail advertising is a media industry that relies on offline traffic to create communication value. Public health emergencies such as covid-19 epidemic may limit the frequency and duration of passengers going out. Offline traffic will decline, and the value of high-speed rail advertising will be reduced. Public health emergencies may also bring many negative effects, such as enterprise shutdown and logistics obstruction, and then affect the advertising demand of advertisers. If the corresponding public health emergencies cannot be controlled timely and effectively, the issuer may face problems such as station shutdown, decline in customer advertising demand, reduction of orders and so on. Therefore, the occurrence of public health emergencies such as covid-19 epidemic may have a great adverse impact on the issuer's operating performance and financial status.
(V) risk of tax preference
According to the relevant provisions of the provisions of the Tibet Autonomous Region on preferential policies for investment promotion (Trial Implementation), enterprises engaged in the industries listed in the catalogue of encouraged industries in the western region and whose main business income accounts for more than 70% of the total enterprise income from January 1, 2018 to December 31, 2020 shall implement the enterprise income tax rate of 15% of the western development, From January 1, 2018 to December 31, 2021, the local share of the enterprise income tax payable by enterprises will be temporarily exempted.
According to the provisions of the notice of the people's Government of the Tibet Autonomous Region on printing and Distributing Several Provisions on preferential policies for investment attraction in the Tibet Autonomous Region (Zang Zheng fa (2021) No. 9), enterprises engaged in the industries listed in the catalogue of encouraged industries in the western region from January 1, 2021 to December 31, 2030 and whose main business income accounts for more than 60% (including this amount) of the total enterprise income, Implement the enterprise income tax rate of 15% in the western development. From January 1, 2021 to December 31, 2021, the local share of the enterprise income tax payable by the enterprise shall be exempted.
Since 2018, the effective corporate income tax rate of zhaoxun new media is 9%.
During the reporting period, the impact of the above tax preference on the total profit of the company is as follows:
Unit: 10000 yuan
Project from January to June 2021, 2020, 2019 and 2018
Tax preference 116636319003341533280804
Total profit of the current period 920152229377421116931749343
Tax preference accounts for 12.68%, 13.91%, 16.17% and 16.05% of total profits
The local government's preferential tax policy for enterprises in Lhasa has been in effect since December 31, 2017. Some of the current local government's preferential tax policies for enterprises in Lhasa have been in force since the establishment of the local media in December 31, 2014. The preferential policy belongs to the local policy. Up to now, the local government has not announced the renewal policy after it expires in 2021.
During the reporting period, the impact of some tax incentives shared by local governments in the enterprise income tax in Lhasa on the total profits of the company is as follows:
Unit: 10000 yuan
Project from January to June 2021, 2020, 2019 and 2018
Tax preference 437.38119626128075105302
Total profit of the current period 920152229377421116931749343
Tax preference accounts for 4.75%, 5.22%, 6.07% and 6.02% of total profits
If the above relevant preferential tax policies cannot be renewed after expiration, or other major adverse changes occur, it will have an adverse impact on the company's profits. 3、 Luenmei Quantum Co.Ltd(600167) spin off the listing of zhaoxun media complies with the provisions of certain provisions on spin off (I) the shares of listed companies have been listed in China for three years
Luenmei Quantum Co.Ltd(600167) shares were listed on the main board of Shanghai Stock Exchange in 1999, meeting the requirements of "listed companies have been listed in China for three years".
(II) the listed company has made continuous profits in the last three fiscal years, and the proposed spin off income enjoyed by equity is deducted in the last three fiscal years
