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.
Ningbo Junpu Intelligent Manufacturing Co., Ltd
Ningbo PIAAutomation Holding Corp.
Building 4, No. 99, Qingyi Road, high tech Zone, Ningbo, Zhejiang
Prospectus for initial public offering and listing on the science and Innovation Board
Sponsor (lead underwriter)
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, 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 by the issuer this time is 30707000 shares, which does not involve the number of shares issued and the public offering of shares by shareholders. The number of shares issued this time accounts for 25.00% of the total share capital after issuance
The par value of each share is 1.00 yuan / share
The issue price per share is 5.08 yuan
Issue date: March 11, 2022
Stock exchanges and sectors to be listed Shanghai Stock Exchange science and Innovation Board
The total share capital after issuance is 122828282800 shares
Sponsor (lead underwriter) Haitong Securities Company Limited(600837)
Signing date of prospectus: March 17, 2022
Tips on major issues
The company specially reminds investors to pay attention to the following matters and risks of the company and this offering, and invites investors to carefully read the text of this prospectus.
1、 The issuer’s main business during the reporting period came from the acquisition on June 30, 2017, and the acquisition price was higher than the book value of the acquired net assets. The two acquisition prices totaled 184 million euros (equivalent to 1.427 billion yuan) have been paid; Among them, the assets acquired under the same control came from the listed company Ningbo Joyson Electronic Corp(600699) (sh. Ningbo Joyson Electronic Corp(600699) ). The consolidated issuer under the same control reduced the undistributed profit by 630187900 yuan, which was the main source of the outstanding loss at the end of the reporting period, and the goodwill generated by the merger not under the same control was 562287200 yuan; At the end of each reporting period (from the end of 2018 to the end of June 2021), the issuer’s net asset balance after deducting goodwill was -71.79 million yuan, – 1237909 million yuan, – 1822865 million yuan and -1501076 million yuan respectively
The issuer’s main business comes from the acquisition of preh ima under the same control and Macarius GmbH not under the same control on June 30, 2017. The acquisition price is higher than the book value of the acquired net assets, and the acquisition price has been paid. Among them, the target company acquired under the same control is 100% equity of preh ima held by the listed company Ningbo Joyson Electronic Corp(600699) (sh. Ningbo Joyson Electronic Corp(600699) ).
1. Acquisition of preh ima under the same control
In order to optimize the business layout of the company in the field of intelligent manufacturing equipment, Junpu Co., Ltd. acquired 100% equity of preh ima held by Ningbo Joyson Electronic Corp(600699) wholly-owned subsidiary preh GmbH through the establishment of PIA holdings in 2017. The two sides completed the delivery on June 30, 2017. PIA holdings paid 130 million euros to preh GmbH on June 16, 2017 and July 10, 2017 respectively, The part of the acquisition price higher than the book value of the acquired net assets led to a decrease of 630187900 yuan in the undistributed profit in the consolidated statements of the company.
The assets of preh ima acquired by the issuer mainly come from the industrial automation business of Ningbo Joyson Electronic Corp(600699) subsidiary preh GmbH, IMA Amberg acquired in 2014 and EVANA acquired in 2016. Meanwhile, the related assets of preh ima involve the fund-raising project of “Junsheng Purui industry Siasun Robot&Automation Co.Ltd(300024) “.
2. Acquisition of Macarius GmbH not under common control
In order to strengthen the issuer’s competitiveness in the field of automotive intelligent manufacturing, the company acquired 100% equity of Macarius GmbH through PIA holding in June 2017. Through this acquisition, the company introduced overseas advanced automotive powertrain assembly, testing and industry 4.0 forward-looking technology.
On May 8, 2017, PIA holdings signed the equity transfer agreement with the original shareholders of Macarius GmbH to acquire 100% equity of Macarius GmbH held by them in total. The payment amount of this equity transfer is 89.91 million euros. In June 2017, PIA holdings paid all the transfer price to the seller and completed the delivery on June 30, 2017.
To sum up, the issuer’s main business comes from acquisition. Through the acquisition of preh IMA and Macarius GmbH, the issuer has further optimized the technology coverage, application fields, customer groups and globalization layout in the field of intelligent manufacturing equipment, through the integration and coordination among global subsidiaries and the absorption and The introduction of overseas subsidiaries’ forward-looking core technologies and rich project experience in the field of intelligent manufacturing equipment has enhanced the core competitiveness of the company’s intelligent manufacturing equipment business in the market outside China
