Zhejiang Fengli Intelligent Technology Co., Ltd. (address: No. 9, Gaoyang Road, Yuanqiao Town, Huangyan District, Taizhou City, Zhejiang Province) IPO and IPO prospectus on GEM
(declaration draft)
Sponsor (lead underwriter)
No. 618, Shangcheng Road, China (Shanghai) pilot Free Trade Zone
Prospectus of Zhejiang Fengli Intelligent Technology Co., Ltd
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.
Prospectus of Zhejiang Fengli Intelligent Technology Co., Ltd
Overview of this offering
Type of shares issued: RMB ordinary shares (A shares)
Not more than 30.1 million shares, and not less than 25% of the total share capital of the company after issuance; All issued shares are new shares, and the shareholders of the company do not offer shares to the public. The specific number of shares issued shall be subject to the number approved by Shenzhen Stock Exchange and registered by CSRC
The par value of each share is RMB 1.00
The issue price per share is RMB []
Expected issue date: mm / DD / yyyy
The stock exchange to be listed and the gem of Shenzhen Stock Exchange
The total share capital after issuance shall not exceed 120.1 million shares
Sponsor (lead underwriter) Guotai Junan Securities Co.Ltd(601211) prospectus signing date: mm / DD / yyyy
Prospectus of Zhejiang Fengli Intelligent Technology Co., Ltd
Tips on major issues
The company specially reminds investors to carefully read the full text of the prospectus and pay special attention to the following important matters: I. important commitments made by the issuer, the issuer’s shareholders, actual controllers, the issuer’s directors, supervisors, senior managers and core technicians
The company reminds investors to carefully read the important commitments made by the issuer, the issuer’s shareholders, the issuer’s actual controller, the issuer’s directors, supervisors, senior managers, core technicians, the sponsors of the offering and securities service institutions, as well as the binding measures for failure to fulfill the commitments. For specific commitments, see “II. Important commitments made by relevant subjects of the offering” in “annex to section 13” of this prospectus. 2、 Special risk tips
The company reminds investors to pay special attention to the following risks in the “risk factors” and carefully read all the contents in “section IV Risk Factors” of this prospectus.
(I) risk management
During the reporting period, the business scale and asset scale of the issuer continued to expand. With the development of the issuer’s business and the implementation of the fund-raising investment projects, the issuer’s business scale will continue to expand, which will put forward higher requirements for the issuer’s internal organization management such as operation management, internal control and financial norms. If the issuer’s management system and management system cannot meet the needs of the expansion of business scale, it will have an adverse impact on the issuer’s business efficiency.
(II) risks of downstream industry concentration and declining prosperity
Small module gears are products in important upstream fields of electric tools, auto parts and auxiliary systems, shipbuilding, industry Siasun Robot&Automation Co.Ltd(300024) , medical and sports equipment, smart home, power station remote control system, engineering machinery, agricultural machinery, smart home appliances, textile machinery, garden intelligent control and other industries. From 2019 to 2021, the issuer’s main business income in the field of electric tools in the downstream industry accounted for 71.85%, 75.95% and 73.06% respectively. Although there are many downstream issuers of electric devices or smart devices, and their popularity in the downstream market is declining, the issuer of electric devices or smart devices is actively developing the international market
Prospectus of Zhejiang Fengli Intelligent Technology Co., Ltd
Changes will directly affect the main market demand of the issuer’s products and adversely affect the issuer’s performance. (III) exchange rate fluctuation risk
From 2019 to 2021, the amount of export sales in the issuer’s main business income was 1512529 million yuan, 179081 million yuan and 2732099 million yuan respectively, accounting for 49.87%, 48.05% and 48.45% of the main business income in the same period respectively. Due to the high proportion of products exported by the issuer, the depreciation of foreign currency and the appreciation of RMB will cause the exchange loss of the issuer, resulting in the increase of the financial expenses of the issuer.
In 2020, the issuer incurred exchange loss of 4.6421 million yuan due to the above reasons.
If the RMB exchange rate fluctuates greatly in the future, the issuer will face the risk of fluctuation of financial expenses and affect the issuer’s profits. In addition, if the price of the issuer’s products continues to appreciate, it will have a direct impact on the issuer’s market competitiveness in the future. (IV) risk of preferential tax policies for enterprise income tax
During the reporting period, the issuer enjoyed the national preferential income tax policy of 15% for high-tech enterprises. From 2019 to 2021, the preferential income tax amount brought by the implementation of 15% income tax rate was 3.8609 million yuan, 4.7576 million yuan and 5.6539 million yuan respectively, and the proportion of tax preference for high-tech enterprises in the total profits was 5.29%, 9.39% and 8.21% respectively. If the above preferential tax policies change in the future, or the issuer cannot continuously obtain the qualification of high-tech enterprise in the future, it will have an adverse impact on the issuer’s operating performance and cash flow.
(V) inventory falling price risk
At the end of each reporting period, the book balance of the issuer’s inventory was 784532 million yuan, 758719 million yuan and 1325098 million yuan respectively, and the amount of provision for inventory falling price was 7.1787 million yuan, 331314 million yuan and 4.1115 million yuan respectively. The issuer’s products are mainly customized and developed according to the customer’s needs, and adopt the production mode of production according to the order and demand forecast and the purchase mode of “order by production”. Due to the large number of sub categories of the issuer’s products, the products show the characteristics of many specifications and batches. In order to reduce the purchase cost of single batch of raw materials and speed up the response speed of orders, the issuer has the situation that the stock volume of some inventories is temporarily higher than the demand, resulting in a long stock age and relatively high risk of falling price. In the future, with the further expansion of business scale, if the issuer’s inventory management ability fails to follow up in time, the issuer’s inventory falling price risk will further increase. (VI) risks improperly controlled by the actual controller
Prospectus of Zhejiang Fengli Intelligent Technology Co., Ltd
Before this offering, the issuer’s actual controllers Wang Youli and Huang Weihong controlled 56.82% of the issuer’s shares directly or indirectly. He holds the positions of chairman and general manager of the issuer and director and human resources director of the enterprise management department respectively, can decide and substantially affect the issuer’s business policies and decisions, and form consensus on major decisions.
The issuer has established various management systems such as related party transaction avoidance voting system and independent director system to avoid the actual controller damaging the interests of the issuer and other shareholders from the institutional arrangement. However, the actual controller can still exercise the voting right at the general meeting of shareholders to control or have an important impact on the issuer’s business policy, investment plan, election of directors and supervisors, profit distribution and other major matters, Thus, it may affect or even damage the interests of the issuer and other minority shareholders.
(VII) risk that the development of new products is less than expected
In recent years, the issuer seized the opportunity of Bosch group, Stanley Agriculture Group Co.Ltd(002588) Baide, Makita, industrial machinery holding and other international leading production plants in the electric tool industry to transfer to China, and undertook the procurement needs of large customers for electric tool gears by virtue of product quality and good market reputation. During the reporting period, the income of steel gear business increased significantly, and the gross profit margin remained at about 30%. In order to meet the customized needs of customers and expand the business scale, the issuer has continuously developed products including gearbox and powder metallurgy products, but the relevant products are still in the expansion period during the reporting period, have not formed large-scale production and sales, and the gross profit margin is at a low level. Taking the gearbox and parts business as an example, the gross profit margin of this business during the reporting period was only 2.48%, – 1.25% and 2.89%, which lowered the comprehensive gross profit margin level of the issuer. In the future, if the issuer cannot successfully expand the sales scale of such products, it may have an adverse impact on the profitability of the issuer.
(VIII) risk that the newly increased capacity of the project invested with raised funds cannot be digested in time
The new capacity of the issuer’s raised investment project is determined based on the comprehensive consideration of market development trend, the issuer’s technical reserves and customer resources. However, in the future production and operation and the implementation of the raised investment project, if there are major adverse changes in the market environment, competitor strategies and relevant policies, or the market growth is less than expected, or the overall capacity expansion scale of the industry is too large, resulting in intensified competition, Then the issuer may face the risk of overcapacity.
After the project is completed, it is expected that the depreciation and amortization expense will increase by 211732 million yuan every year, accounting for 34.83% of the issuer’s net profit of 607926 million yuan in 2021. If the capacity utilization rate of the raised investment project is low, it will
Prospectus of Zhejiang Fengli Intelligent Technology Co., Ltd
Increase the overall operating cost of the issuer, which will have an adverse impact on the profitability of the issuer.
(IX) price fluctuation risk of raw materials
The issuer’s main raw materials include gear blank, blank, cutting tool, lathe blank, aluminum ingot, iron powder, etc. From 2019 to 2021, the issuer’s raw material cost accounted for 63.15%, 64.24% and 68.67% of the current main business cost respectively. Therefore, the price fluctuation of raw materials has a great impact on the issuer’s product cost and gross profit margin. If the price of raw materials purchased by the issuer rises significantly, it may have a great adverse impact on the profitability of the issuer. In 2021, affected by the continuous rise in the price of steel and aluminum ingots, the purchase price of the issuer’s main raw materials increased. There is a certain price negotiation mechanism between the issuer and its main customers. When the price of raw materials rises sharply, the issuer can transfer the pressure to downstream customers to a certain extent, but the adjustment of sales price has a certain lag, and the rise of sales price is generally lower than that of material cost, resulting in the decline of the gross profit margin of the issuer’s main business in the current period. If the price of raw materials continues to rise or the issuer cannot effectively transfer the rising pressure of raw material prices to downstream customers, the gross profit margin level and operation of the issuer will be adversely affected.
(x) risk of operating profit falling by more than 50% in the year of listing
The business performance of the electric tool parts industry is greatly affected by the downstream market. If the downstream industry policies change, or the issuer cannot provide products and services that meet the market demand in time in the future, there will be a risk of significant fluctuations in the issuer’s future performance. In addition, if the prosperity of the electric tool industry declines in the future, it will have an adverse impact on the issuer’s business growth, product sales or production costs, and may still lead to the risk of fluctuation or even decline in the issuer’s operating performance. In extreme cases, it is impossible to completely rule out the possibility that the above-mentioned multiple risk factors will decline at the same time, and even the operating profit in the year of listing will decline by more than 50% year-on-year.
Prospectus of Zhejiang Fengli Intelligent Technology Co., Ltd
catalogue
Section 1 interpretation 11 section II Overview 19 I. Basic information of the issuer and the intermediary of this offering 19 II. Overview of this offering 19 III. main financial data and financial indicators of the issuer during the reporting period IV. main business operation of the issuer 21 v. issuer’s innovation
