Stock abbreviation: 3D Tiandi Stock Code: 301159 Beijing 3D Tiandi Science & Technology Co.Ltd(600582)
BEIJING SUNWAYWORLD SCIENCE &
TECHNOLOGY CO., LTD.
601, No. 11, caihefang Road, Haidian District, Beijing
Initial public offering and listing on GEM
of
Listing announcement
Sponsor (lead underwriter)
(No. 111, Fuhua 1st Road, Futian street, Futian District, Shenzhen, Guangdong)
January 2002
hot tip
The shares of Beijing Sanwei Tiandi Science & Technology Co.Ltd(600582) (hereinafter referred to as “Sanwei Tiandi”, “the company”, “the company” or “the issuer”) will be listed on the gem of Shenzhen Stock Exchange on January 7, 2022. 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 risk. The company reminds investors to fully understand the stock market risks and the risk factors disclosed by the company, avoid blindly following the trend of “speculation” in the initial stage of IPO, and make prudent decision and rational investment.
Unless otherwise specified, the abbreviations or terms in this listing announcement shall have the same meanings as those in the prospectus of the company’s initial public offering of shares and listing on the gem.
catalogue
Special tips Section 1 important statements and tips five
1、 Important statement five
2、 Special tips on investment risk at the initial stage of gem IPO five
3、 Special risk tips Section 2 stock listing eleven
1、 Review of stock registration and listing eleven
2、 Information about the listing of the company’s shares eleven
3、 Listing criteria selected by the company Section III information of the issuer, shareholders and actual controllers fourteen
1、 Basic information of the issuer fourteen
2、 Shares and bonds held by directors, supervisors and senior managers of the company fourteen
3、 Controlling shareholders and actual controllers 15 IV. employee stock ownership plan or equity incentive plan formulated or implemented before the application for this public offering; and
Relevant arrangements sixteen
5、 Changes in share capital structure before and after this offering twenty-three
6、 Shareholding of the top ten shareholders of the company after this issuance twenty-four
7、 Strategic placement of this offering Section IV stock issuance twenty-six
1、 Number of issues twenty-six
2、 Issue price twenty-six
3、 Par value per share twenty-six
4、 Issue P / E ratio twenty-six
5、 Issue price to book ratio twenty-six
6、 Issuance method and subscription twenty-six
7、 The total amount of raised funds and the verification of funds in place by Certified Public Accountants twenty-seven
8、 The total amount and detailed composition of the issuance expenses of the company’s public offering of new shares twenty-seven
9、 Net raised funds twenty-seven
10、 Net assets per share after issuance twenty-seven
11、 Earnings per share after issuance twenty-eight
12、 Over allotment rights Section V Financial Accounting 29 section VI other important matters thirty
1、 Arrangements for the storage of three-party regulatory agreements in the special account for raised funds thirty
2、 Other matters Section 7 listing recommendation institutions and their opinions thirty-two
1、 Basic information of listed recommendation institutions thirty-two
2、 Recommendation opinions of listed recommendation institutions thirty-two
3、 Provide details of the sponsor representative for continuous supervision Section VIII important commitments thirty-four
1、 Commitment to share lock up period thirty-four
2、 Commitment on Shareholding and reduction intention thirty-nine
3、 Measures and commitments to stabilize the stock price forty-two
4、 Commitment on fraudulent issuance and repurchase of listed shares forty-eight
5、 Commitment to fill diluted immediate returns forty-nine
6、 Commitment to profit distribution fifty-one
7、 Commitment to assume liability according to law fifty-two
8、 Commitment to binding measures on commitments fifty-five
9、 Commitment to shareholder information disclosure fifty-seven
10、 There are no commitments on other major issues that affect the issuance and listing and the judgment of investors fifty-seven
11、 Verification opinions of the sponsor and the issuer’s lawyers fifty-eight
Section I important statements and tips
1、 Important statement
The company and all directors, supervisors and senior managers guarantee the authenticity, accuracy and completeness of the listing announcement, promise that there are no false records, misleading statements or major omissions in the listing announcement, and bear legal liabilities according to law.
The opinions of Shenzhen Stock Exchange and relevant government authorities on the listing of the company’s shares and related matters do not indicate any guarantee to the company.
The company reminds investors to carefully read the information published on cninfo (www.cn. Info. Com.. CN.) China Securities Network (www.cs. Com.. CN.) China Securities Network (www.cn. Stock. Com.) Securities Times (www.stcn. Com.) Securities Daily (www.zqrb. CN.) The contents of the “risk factors” chapter of the company’s prospectus, pay attention to risks, make prudent decisions and make rational investment.
The company reminds the majority of investors that investors are invited to refer to the full text of the company’s prospectus for relevant contents not involved in this listing announcement.
2、 Special tips on investment risk at the initial stage of gem IPO
The issuing price of this offering is 30.28 yuan / share. According to the industry classification guidelines for listed companies (revised in 2012) of China Securities Regulatory Commission, the industry of the issuer is “(I65) software and information technology service industry”. The average static P / E ratio of the industry in the latest month released by China Securities Index Co., Ltd. on December 22 (T-3) 2021 is 61.03 times, and the P / E ratio of this issuance is 44.81 times, which is lower than the average static P / E ratio of the industry in the latest month released by China Securities Index Co., Ltd., but there is still a risk that the decline of the issuer’s share price will bring losses to investors in the future. There is a risk that the net asset scale will increase significantly due to the acquisition of raised funds, which will have an important impact on the issuer’s production and operation mode, operation management and risk control ability, financial status, profitability and long-term interests of shareholders. The issuer and the recommendation institution (lead underwriter) remind investors to pay attention to investment risks, carefully study and judge the rationality of issuance pricing, and make investment decisions rationally.
The company reminds investors to pay attention to the investment risk at the initial stage of IPO (hereinafter referred to as “new shares”), and investors should fully understand the risk and rationally participate in the trading of new shares. Specifically, the risks at the initial stage of listing include but are not limited to the following:
(i) Stock trading risk caused by the relaxation of price limit
The competitive trading of GEM stocks is subject to a wide range of rise and fall restrictions. For stocks that are IPO and listed on the gem, there are no rise and fall restrictions in the first five trading days after listing, and then the rise and fall restrictions are 20%. On the first day of listing, the main board of Shenzhen Stock Exchange was limited to 44%, 36% and 10% respectively. Gem further relaxed the restrictions on the rise and fall of stocks in the early stage of listing, and increased the trading risk.
（2） Risk of small number of A-Shares in circulation
At the initial stage of listing, because the share lock up period of the original shareholders was 36 months or 12 months, the total share capital of the company after this issuance was 77.35 million shares, of which the number of A-share tradable shares with unlimited sales conditions after this issuance was 19.35 million shares, accounting for 25.02% of the total share capital after this issuance. At the initial stage of listing, the number of circulating shares is small, and there is a risk of insufficient liquidity.
（3） The risk that can be regarded as the subject matter of margin trading on the first day of listing
GEM stocks can be used as the subject of margin trading on the first day of listing, which may produce certain price fluctuation risk, market risk, margin call risk and liquidity risk. Price fluctuation risk means that margin trading will aggravate the price fluctuation of the underlying stock; Market risk means that when investors use stocks as collateral for financing, they need to bear not only the risks caused by the changes in the original stock price, but also the risks caused by the changes in the stock price of new investment, and pay corresponding interest; Margin increase risk means that investors need to monitor the guarantee ratio level throughout the transaction process to ensure that it is not lower than the maintenance margin ratio required by margin trading; Liquidity risk refers to that when the price of the underlying stock fluctuates violently, the financed purchase of securities or the repayment of securities, the sale of securities or the repayment of securities may be blocked, resulting in greater liquidity risk.
3、 Special risk tips
The company specially reminds investors that before making investment decisions, they must carefully read all the contents of “section IV Risk Factors” in the prospectus of the company, and pay special attention to the following risk factors:
(i) Risk of bad debts of accounts receivable
At the end of 2018, 2019, 2020 and June 2021, the balance of accounts receivable of the company is divided into
They are 72.0304 million yuan, 122.8457 million yuan, 183.7567 million yuan and 178.4981 million yuan respectively, and the amount increases with the expansion of the company’s income scale.
The company’s large balance of accounts receivable is mainly due to the fact that most of the company’s customers are government departments, public institutions and large and medium-sized enterprises. The above customers implement strict budget management system. Affected by the customer’s capital budget arrangement and payment approval procedures, the company’s accounts receivable collection cycle is long. With the expansion of the company’s sales scale, the balance of accounts receivable is likely to continue to increase. If major adverse changes occur in the operating conditions of major customers, resulting in the failure to recover the company’s accounts receivable in time, it will have an adverse impact on the company’s asset quality and financial status.
(two) the risk of New Coronavirus pneumonia outbreak to the company’s operation
Since the outbreak of pneumonia in New Coronavirus in January 2020, the prevention and control of COVID-19 pneumonia has been carried out nationwide. Due to the impact of covid-19 pneumonia epidemic, the procurement demand of customers and related bidding work slowed down in the first half of 2020. The project implementation progress of the company in 2020 was also delayed due to the delay in resumption of work, which affected the profitability of the year to a certain extent. The net profit of the company in 2020 decreased by 23.12% compared with the previous year. Although China has entered the state of normalized epidemic prevention, if the epidemic situation of covid-19 pneumonia in China worsens seriously in 2021, which will have a significant adverse impact on the national economic life, it will have a negative impact on the issuer’s performance in 2021.
（3） Risk of major changes in the company’s cooperation with major long-term suppliers
Since 2003, the company has cooperated with Abbott information for more than 17 years. During the reporting period, the company’s business included the purchase of starlims laboratory information management system software with Abbott information and secondary development. From 2018 to 2020, the company’s revenue from selling Abbott information software products was 47.8541 million yuan, 21.773 million yuan and 3.0763 million yuan respectively, accounting for 25.66%, 8.27% and 1.12% of the company’s main business revenue respectively. From January to June 2021, the company has no revenue from selling Abbott information software products.
During the contract period, the company failed to achieve the 2019 sales target agreed with Abbott information. The non competition clause agreed in the contract can be exempted when the company reaches the sales target. Because the company fails to reach the sales target in 2019, it violates the non competition clause in the agreement. According to the cooperation agreement signed between the issuer and Abbott information, if the issuer fails to achieve the sales target agreed in the agreement, Abbott information has the right to terminate the distribution agreement, but cannot recover from the issuer.
On October 20, 2020, Abbott informed the issuer by e-mail to terminate the distribution agreement. The termination notice stated that the termination would take effect after the issuer received the notice, and required the issuer to perform the relevant obligations on the termination of the agreement in the original agreement. On June 10, 2021, the issuer held the latest round of consultation with Abbott information. According to the meeting minutes of both parties and the confirmation letter issued by Abbott information after the meeting, the issuer has completed other termination related matters except that Abbott information is temporarily unable to appoint appropriate personnel to Beijing due to the epidemic situation, and the inspection and handover of the copy of the end-user contract is temporarily unavailable.
After both parties terminate the cooperation, the issuer will lose the income from the distribution of Abbott information software. Abbott information may also notify the end customer to replace the operation and maintenance service provider or urge the end customer to purchase subsequent software from the manufacturer or other dealers. However, the above factors have limited impact on the subsequent business development of the issuer.
During the reporting period, the amount and proportion of the issuer’s contracted projects related to Abbott information continued to decrease, self-developed products and software products distributed by labvantage have successfully replaced Abbott information software products, and the company’s acquisition of new projects has not been affected by the termination of Abbott information agreement. From 2018 to January June 2021, the contract amounts of the issuer’s new inspection and testing informatization projects were
