Stock abbreviation: Junpu intelligent stock code: 688306 Ningbo Junpu Intelligent Manufacturing Co., Ltd
Ningbo PIAAutomation Holding Corp.
Building 4, No. 99, Qingyi Road, high tech Zone, Ningbo, Zhejiang
Initial public offering
Listing announcement of science and Technology Innovation Board
Sponsor (lead underwriter)
(No. 689, Guangdong Road, Shanghai)
March 21, 2022
hot tip
The shares of Ningbo Junpu Intelligent Manufacturing Co., Ltd. (hereinafter referred to as "Junpu intelligent", "issuer", "company" and "the company") will be listed on the science and Innovation Board of Shanghai Stock Exchange on March 22, 2022.
The company reminds investors to fully understand the risks of the stock market 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.
Section I important statements and tips
1、 Important statement
The company and all directors, supervisors and senior managers guarantee that the information disclosed in the listing announcement is true, accurate and complete, 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 Shanghai 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 and publish on the website of Shanghai Stock Exchange（ http://www.sse.com.cn. ）The contents of the "risk factors" chapter of the company's prospectus should pay attention to risks, make prudent decisions and make rational investment.
The company reminds the majority of investors to pay attention to the relevant contents not involved in this listing announcement. Please refer to the full text of the company's prospectus.
Unless otherwise specified, the abbreviations or terms in this listing announcement have the same meanings as those in the prospectus of the company's initial public offering of shares. 2、 Risk tips
The company reminds investors to pay attention to the investment risks at the initial stage of IPO (hereinafter referred to as "new shares"), and reminds investors to fully understand the trading risks and rationally participate in the trading of new shares, as follows: (I) the stock trading risks caused by the relaxation of price limit
On the first day of listing of new shares on the main board of Shanghai Stock Exchange and Shenzhen Stock Exchange, the increase limit ratio is 44%, the decrease limit ratio is 36%, and the increase and decrease limit ratio from the next trading day is 10%.
According to the special provisions of Shanghai Stock Exchange on the stock trading of the science and innovation board, the proportion of rise and fall of the competitive trading of the shares of the science and innovation board is 20%, and there is no limit on the price rise and fall in the first five trading days after the listing of the shares listed in the initial public offering. There is a more severe risk of stock price fluctuation on the Kechuang board than that on the main board of Shanghai Stock Exchange and Shenzhen Stock Exchange. (II) risk of a small number of circulating shares
At the initial stage of listing, the share lock period of the original shareholders is 12 to 36 months, the follow-up lock period of the sponsor is 24 months, and the lock period of the online lower limit share sale is 6 months. The total share capital of the company after the issuance is 122828282800 shares, of which 270180125 million are non tradable shares at the initial stage of the IPO, accounting for 22.00% of the total share capital after the issuance. At the initial stage of listing, the number of circulating shares is small, and there is a risk of insufficient liquidity. (III) market sales rate and comparison of comparable companies in the same industry
The issuer's industry is special equipment manufacturing (Industry Code: C35). The issuing price is 5.08 yuan / share, and the corresponding market value of the company is 6.24 billion yuan. In 2020, the company's operating revenue is 168 Willfar Information Technology Co.Ltd(688100) yuan, and the corresponding market sales rate of the issuing price is 3.70 times. As of March 8, 2022 (T-3), the average static P / E ratio of special equipment manufacturing industry (C35) released by China Securities Index Co., Ltd. in the latest month is 36.98 times, and the corresponding average static P / E ratio of comparable listed companies whose main business is similar to that of the issuer is 5.75 times. The market sales ratio of the issuer is lower than the average level of comparable A-share listed companies. The company reminds investors that there may be a risk of loss caused by the decline of share price in the future. (IV) risk that can be regarded as the subject matter of margin trading on the first day of stock listing
There is a certain risk in the price fluctuation of the subject-matter stock and the margin on the stock market, which may lead to a certain risk. Price fluctuation risk refers to that margin trading will aggravate the price fluctuation of the underlying stock; Market risk refers to that when investors use stocks as collateral for financing, they need to bear not only the risks caused by the change of the original stock price, but also the risks caused by the change of the stock price of new investment, and pay the corresponding interest; Margin call risk means that investors need to monitor the level of guarantee ratio in the whole process of trading 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 issuer's main assets come from overseas acquisitions, and its main production and business activities are overseas. In 2017, the issuer acquired preh IMA and Macarius GmbH successively. Through global industrial mergers and acquisitions, the issuer realized the global business layout, including China, Germany, the United States, Austria, Canada, Croatia and other countries. Its customers covered the automotive industry, industrial Electromechanical, consumer goods, medical and health care and other fields.
During the reporting period, the proportion of overseas income in the issuer's main business income was 96.16%, 91.33%, 81.76% and 88.07% respectively. The proportion of overseas income was relatively large, and the issuer's domestic market needs to be further developed. The issuer needs to realize the continuous transformation and expansion of overseas technology, customers and markets in China through further integration, and improve the scale and proportion of domestic business income. At present, the issuer still has certain uncertainty about the business integration of the acquired subsidiaries. If the issuer's business integration cannot be continuously promoted, the company may not be able to effectively implement the internal control management system of overseas subsidiaries, resulting in poor operation and management of overseas subsidiaries, which may lead to the risk that the company's business integration and domestic business development are less than expected, which will have an adverse impact on the company's operation. (II) the risk of negative net assets after deducting goodwill
As of June 30, 2021, the original book value of goodwill in the company's consolidated statements was 7073285 million yuan, and the net book value was 672524 million yuan.
The above goodwill was formed by M & A in 2017. At the end of the reporting period, the balance of net assets of the company after deducting goodwill was -1501076 million yuan. The company had the risk of negative net assets due to impairment of goodwill.
After the completion of the company's merger and acquisition, PIA America, one of the objects of the merger and acquisition, declined its operating performance in 2018 due to the less than expected implementation of some large projects and the decline in the amount of newly signed orders. In 2018, the company made an impairment provision of 35.371 million yuan (excluding the translation difference of foreign currency statements) for the goodwill generated by PIA America. The main business locations of overseas subsidiaries involved in the company's goodwill are seriously affected by covid-19 epidemic, and the execution of some orders is less than expected. If the covid-19 epidemic cannot be effectively controlled, major adverse changes will occur in the macro-economy, downstream customer industry and market environment in the future, or the company's integration and development fails to achieve the established objectives, it may have an adverse impact on the company's continuous operation, and the company will have the risk of goodwill impairment, resulting in the risk of negative net assets and a great adverse impact on the company's operating performance.
(III) overseas business risks
During the reporting period, the overseas proportion of the company's main business income was 96.16%, 91.33%, 81.76% and 88.07% respectively, and the overseas proportion of the company's main business income was relatively large. The company's overseas income, personnel and assets mainly come from Germany, Austria, the United States, Canada, Croatia and other countries. If the company cannot effectively manage the production and operation, personnel and assets of overseas subsidiaries, it may lead to poor management of overseas subsidiaries and have an adverse impact on the overall production and operation of the company.
At the same time, the company's overseas operation may cause great uncertainty due to laws and regulations, regulatory environment, cultural background, industrial policies, trade friction, exchange rate fluctuations, etc. of different countries. The risks related to the company's overseas operation mainly include: the risk of exchange rate fluctuation, the risk of foreign currency statement translation, the risk of overseas proprietary technology transformation, and the risk of adverse impact of repeated overseas covid-19 pneumonia on business performance. If the company fails to properly handle the above uncertain factors of overseas operation, it may have an adverse impact on the company's operation. (IV) risk of overall depression of traditional power vehicle manufacturing industry
During the reporting period, the company's revenue from intelligent manufacturing equipment for automobile industry accounted for 75.33%, 67.54%, 59.99% and 79.57% of its main business revenue respectively, of which the revenue from intelligent manufacturing equipment for special parts of traditional power vehicles accounted for 39.16%, 19.20%, 14.24% and 30.09% respectively.
At present, the traditional automobile industry as a whole is in recession, especially since the second half of 2018. The depressed market of the automobile industry may affect the prosperity of the intelligent manufacturing industry of the automobile industry, and the customers of the automobile industry may delay, change, reduce or cancel the investment in new fixed assets. The amount of new contracts signed by the issuer for each phase of intelligent manufacturing equipment of the automobile industry from 2018 to 2020 is greatly affected by the fluctuation of the downstream automobile industry.
The overall sales of traditional power vehicles show a downward trend, which will increase the uncertain risk of the growth of the company's main business income. The issuer has the risk of being greatly affected by the policies of the downstream industry. If the company cannot comply with the future development trend of the automotive industry, reduce the negative impact of the policy changes of the downstream application industry, develop, produce and sell intelligent manufacturing equipment suitable for the future development of the automotive industry, and the cycle fluctuation of the automotive industry Policy changes may adversely affect the scale, gross profit level, prepayment proportion and payment collection cycle of the issuer's newly signed orders, thus affecting the issuer's future operating results.
(V) risk of performance decline
Affected by covid-19 pneumonia, the decline in the prosperity of the traditional automobile industry, the implementation of electrification strategy by major customers, project implementation cycle and investment cycle of major customers, the company's operating performance decreased significantly in 2020. The company achieved an operating revenue of 168 Willfar Information Technology Co.Ltd(688100) 0 yuan in 2020, a decrease of 23.08% compared with 2019; The net profit was -538311 million yuan, down 160.32% from 2019. The specific reasons for the decline of the company's performance in 2020 are as follows:
1. Covid-19 pneumonia epidemic has limited the company's overseas project progress and final inspection activities
At the beginning of 2020, the outbreak of covid-19 pneumonia has had varying degrees of impact on most industries in the world, and global industrial production, transportation and international trade are in a relatively slow state. Affected by the epidemic, the resumption of work of the company's domestic subsidiaries after the Spring Festival in 2020 has been delayed. At the same time, due to the obstruction of transportation, the transportation of some raw materials and the installation progress of machinery and equipment of the company have been affected to a certain extent; The company's overseas subsidiaries such as Germany, Austria and the United States carry out production and operation in the form of flexible working system, and the on-site cooperation with customers in R & D, assembly and commissioning of intelligent manufacturing equipment is limited. At present, the domestic and foreign subsidiaries of the company have fully resumed work and production under the premise of epidemic prevention and control in accordance with the policy notice and guidance requirements of the local government, and the production and operation have returned to normal.
Intelligent manufacturing equipment has the characteristics of great technical difficulty and high complexity. The project needs to maintain close communication and exchange with customers in the process of design, production, assembly and acceptance. Covid-19 pneumonia has had a certain impact on the implementation progress and acceptance time of the company's ongoing projects and the investment progress of fixed assets of downstream customers, resulting in a significant decline in the company's annual operating performance in 2020. In 2020, affected by covid-19 pneumonia, the implementation progress and final inspection time of some projects of the company were delayed. The total revenue not recognized in 2020 due to the delay of final inspection was about 380 million yuan, and the total order amount affected by the delay of new fixed asset investment plan affected by covid-19 pneumonia was about 500 million yuan, The total amount of orders affected by the cancellation of the new fixed asset investment plan affected by covid-19 pneumonia is about 70 million yuan. Affected by the covid-19 pneumonia epidemic and the phased decline caused by the iteration of traditional vehicles and new energy vehicles in the automotive industry, the company achieved an operating revenue of 168 Willfar Information Technology Co.Ltd(688100) 0 yuan in 2020, a decrease of 23.08% compared with 2019; The net profit realized in 2019 was RMB -538300, down from -538300 in 2019.
If the global epidemic cannot be effectively controlled for a long time, it may have a serious impact on the supply and market demand of the industrial chain where the company's upstream suppliers and downstream customers are located. There is a risk of further delay, change or cancellation of the company's raw material supply and the company's customers' new fixed asset investment plan, which will have a direct or indirect adverse impact on the company's production and operation and future business performance.
2. The decline in the prosperity of the traditional power vehicle industry has led to a reduction in the demand for relevant orders
Affected by the decline of global automobile sales, the restrictions of the EU carbon emission act and the rise of the new energy vehicle industry, the prosperity of the traditional power vehicle industry has declined in recent years, and the market demand for intelligent manufacturing equipment for special parts of traditional power vehicles has decreased. Since the second half of 2018, it has become more difficult for the company to obtain relevant orders. As the overall project implementation cycle of the company is generally 6-24 months, the corresponding revenue in 2020 has declined year-on-year.
3. Impact of major customers on the implementation cycle of major projects
The implementation cycle of major projects of the company's main customers of intelligent manufacturing equipment for automobile industry has a certain impact on the decline of income in 2020, which is mainly reflected in: ① special parts for traditional power vehicles
