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.
Puyuan Jingdian Technology Co., Ltd
RIGOLTECHNOLOGIES CO., LTD.
No. 8, Keling Road, high tech Zone, Suzhou, Jiangsu
Initial public offering and listing on the science and Innovation Board
Letter of intent
Sponsor (co lead underwriter)
No. 618, Shangcheng Road, China (Shanghai) pilot Free Trade Zone
Co lead underwriter
Building 1, yard 35, jinshifang 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 the prospectus and other information disclosure materials are free from false records, misleading statements or major omissions, 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 institution 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)
Number of shares issued 3032738900 shares were issued to the public, accounting for 25% of the total share capital of the company after issuance. This issuance is all new share issuance and does not involve the public offering of shares by shareholders.
The par value of each share is 1.00 yuan
Issue price per share [] yuan / share
Expected issue date: March 28, 2022
The securities to be listed shall be delivered to the Kechuang board exchange and section of Shanghai Stock Exchange
The total share capital after issuance is 121309554 shares
Sponsor (lead underwriter Guotai Junan Securities Co.Ltd(601211) company) Co lead underwriter Dahe securities (China) Co., Ltd
Signing of prospectus letter of intent March 17, 2022
date
Tips on major issues
The company specially reminds investors that before making investment decisions, they must carefully read the text of this prospectus and pay special attention to the following important matters: I. special risk tips
Investors should fully understand the investment risks of the sci-tech innovation board market and the risk factors disclosed by the company, and remind investors to pay special attention to the following risks in “section IV Risk Factors”: (I) the risk that large share based payment leads to losses in the recent year and the first period and may continue to suffer losses in the future
In 2018, 2019, 2020 and January June 2021, the net profits attributable to the owners of the parent company were 390956 million yuan, 459904 million yuan, – 271664 million yuan and – 203648 million yuan respectively; After deducting non recurring profits and losses, the net profits attributable to the owners of the parent company were -3145300 yuan, 38.66 million yuan, – 353818 million yuan and -239957 million yuan respectively. The company has suffered losses in the last year and the first period, and there is a risk of continuous losses in the future.
The main reason why the company has suffered losses in the last year and the first period and may continue to suffer losses in the future is that the company began to implement large-scale equity incentive in 2020. Among them, the amount of share based payment confirmed in 2020 and January June 2021 were 813921 million yuan and 46.039 million yuan respectively, resulting in losses in 2020 and January June 2021; From 2021 to 2024, the amount of share based payment is expected to be 920779 million yuan, 553762 million yuan, 126809 million yuan and 1.8299 million yuan respectively. After deducting the impact of the above share based payment expenses, the company has no loss in its normal business in 2020 and January June 2021. Large share based payment expenses have a certain degree of adverse impact on the company’s operating performance, and then delay the company’s profitability, resulting in the risk that the company may continue to suffer losses in the future. The above reasons for the company’s losses are recurring factors.
The net profit attributable to the owner of the parent company after deducting the non recurring profit and loss in 2018 was negative, mainly because Suzhou Puyuan wholly controlled Beijing Puyuan after the reorganization at the end of 2018, and the current net profit and loss of 499717 million yuan from the beginning of 2018 to the merger date of Beijing Puyuan merger level (excluding Suzhou Puyuan and its subsidiaries) was presented as non recurring profit and loss.
For details, see “I. risk of large share based payment leading to losses in the latest year and the first period and possible continuous losses in the future” in “section IV Risk Factors” of this prospectus. (II) risk of dependence on import of IC chips, high-precision resistors and other electronic components
The design and processing level of electronic components directly affect the performance of the company’s products. Some high-end electronic components in the company’s raw materials, such as IC (integrated circuit) chips and high-precision resistors, need to use imported products, which are important components required by the company’s main products.
During the reporting period, the raw materials purchased and imported by the company accounted for 49.23%, 48.00%, 52.56% and 51.01% of the total purchase. The imported FPGA was mainly American brands such as Xilinx and Intel, and the imported ADC and DAC were mainly American brands such as ADI and Ti. Some types of IC chips were subject to export control by the U.S. Department of Commerce. For some high-performance IC chips and high-precision resistors currently purchased by the company, there are few domestic products with the same performance that can be replaced. Affected by the current supply pattern of its market, the company currently relies on its imports to a certain extent. As of the signing date of this offering intention, the regulated IC chips purchased by the company have obtained the export license of the U.S. Department of Commerce. However, if there are major adverse changes in the international trade environment or the production capacity of foreign-funded manufacturers is greatly affected by the epidemic, the company will face the risk of shortage of important electronic materials or fluctuation of purchase price, which may have an adverse impact on the company’s operation. (III) overseas business risks
By the end of the reporting period, the company had sales in more than 80 countries and regions around the world. During the reporting period, the proportion of the company’s overseas sales revenue in the main business revenue was 59.97%, 56.83%, 54.15% and 54.28% respectively. It is necessary to comply with the laws and regulations of the country or region where the business is carried out overseas. If there are major adverse changes in the political and economic situation, industrial policies, laws and regulations of the country or region where the business is carried out, it will have an adverse impact on the company’s overseas business.
In recent years, trade frictions between China and the United States have gradually escalated. The U.S. government has increased the scope and tax rate of tariffs on Chinese imports. At present, all products exported by the company to the United States have been subject to 25% tariffs. During the reporting period, the company’s sales revenue from the U.S. market was 545917 million yuan, 507663 million yuan, 584031 million yuan and 345447 million yuan respectively, accounting for 18.69%, 16.71%, 16.49% and 16.28% of the company’s operating revenue in the same period. If the Sino US trade friction further escalates in the future, it may lead to a decline in the company’s sales revenue or profitability in the US market. (IV) the company’s product structure is dominated by medium and low-end products, and the launch or sales of high-end products are less than the expected risk
Due to the late start of Chinese enterprises in the field of general electronic measurement and the short time of technology accumulation, there is still a large gap between Chinese enterprises and foreign advantageous enterprises in product layout and technology accumulation. The product structure is mainly concentrated in the middle and low end, and the medium and high-end product market is mainly occupied by foreign advantageous enterprises such as German science and technology, LiCo, Tektronix, rod and Schwartz.
From January to June 2021, the company’s sales of high-end digital oscilloscopes in China was RMB 197128 million, accounting for 18.37% of the total sales of digital oscilloscopes in that year. However, at this stage, the company’s oscilloscopes are still mainly medium-end and economical. The company only introduces mid-range and economical products in RF instruments, waveform generators, power supplies and electronic loads, multimeter and data collectors. Therefore, at this stage, the company’s product structure is still dominated by medium and low-end products. The relevant technologies of high-end products of foreign advantageous enterprises are more mature and have more market experience. If the company fails to launch high-end products as expected or the sales of launched high-end products are less than expected, the core competitiveness of the company will be affected and the profitability of the company will be adversely affected. 2、 Main financial information and operating conditions after the audit deadline of financial report (I) operating conditions after the audit deadline of financial report
During the period from the audit deadline of the financial report (i.e. June 30, 2021) to the signing date of this offering intention, the company’s business condition is normal, and there are no significant changes in the company’s production and operation mode, the purchase scale and purchase price of main raw materials, the production and sales scale and sales price of main products, the composition of main customers and suppliers, and the applicable tax policies of the company, The company also has no other major events that may affect the normal operation of the company or the judgment of investors. (II) main financial information after the audit deadline of financial report
Deloitte certified public accountants reviewed the company’s consolidated and parent company’s balance sheet as of December 31, 2021, consolidated and parent company’s income statement for the year ended December 31, 2021, consolidated and parent company’s cash flow statement for the year ended December 31, 2021, consolidated and parent company’s statement of changes in shareholders’ equity and notes to relevant financial statements, And issued the “DSB (y) Zi (22) No. r00004” review report.
By the end of December 2021, the total assets of the company were 9167947 million yuan, the total liabilities were 1630754 million yuan, and the owner’s equity attributable to the parent company was 7537192 million yuan; From January to December 2021, the company achieved an operating revenue of 4839418 million yuan, a year-on-year increase of 36.63%; From January to December 2021, the loss attributable to the owner of the parent company was -3.8977 million yuan, which was tighter than that of the same period of the previous year, mainly due to the higher increase of sales revenue in 2021 with the gradual expansion of the company’s business scale and the gradual improvement of product structure, of which the net profit from July to December 2021 was 164671 million yuan, It realized the turnaround from loss to profit during this period, and greatly reduced the loss of the whole year compared with the same period last year.
See “XXI. Main financial information and operating conditions after the audit deadline of financial report” in “Section VIII Financial Accounting Information and management analysis” of this prospectus for specific information. (III) performance forecast information from January to March 2022
According to the preliminary calculation of the company, the operation of the company from January to March 2022 is expected to be as follows:
Unit: 10000 yuan
Year on year change of the project from January to March 2022 to January to March 2021
Operating income 11960 to 122109238.11 29.46% to 32.17%
Net profit (loss) attributable to shareholders of the parent company: – 160 to -30 -121767% – 86.86% to -97.54%
Net profit (loss) attributable to shareholders of parent company from – 570 to – 450 to – 133563 to – 57.32% to – 66.13% after deducting non recurring profit and loss
Note: the above financial data from January to March 2022 are the preliminary calculation data of the company, which have not been audited or reviewed by accountants, and do not constitute profit forecast or performance commitment.
The company expects to achieve an operating revenue of 119.6 million yuan to 122.1 million yuan from January to March 2022, an increase of 29.46% to 32.17% over the same period last year. On the one hand, with the gradual control of the epidemic, the company’s operating conditions continue to improve and its operating revenue increases year-on-year. On the other hand, the company continues to optimize its product structure and maintain its product competitiveness
