Special note: after this stock issuance, it is planned to be listed on the gem, which has high investment risk. 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 risks. Investors should fully understand the investment risks of the gem and the risk factors disclosed by the company, and make investment decisions prudently.
Zhejiang Jindao Technology Co., Ltd
Zhejiang Jindao Technology Co., Ltd.
(No. 689 Bujin Road, Keqiao District, Shaoxing City, Zhejiang Province)
Initial public offering and listing on GEM
Letter of intent
Sponsor (lead underwriter)
No. 618, Shangcheng Road, China (Shanghai) pilot Free Trade Zone
Important 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 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 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)
The number of shares issued is 25 million, accounting for 25% of the total share capital after the issuance. This issuance is all new shares, and does not involve the non-public offering of shares by the original shareholders
The par value of each share is RMB 1.00
The issue price per share is [] yuan
Expected issue date: March 31, 2022
Stock exchange and gem of Shenzhen Stock Exchange to be listed
The total share capital after issuance is 100 million shares
Sponsor (lead underwriter) Guotai Junan Securities Co.Ltd(601211)
Signing date of the prospectus: March 23, 2022
Tips on major issues
The issuer reminds investors to pay special attention to the following matters and risks of the company's issuance, and carefully read all the contents of "section IV Risk Factors" in the prospectus. 1、 Special risk tips
The company invites investors to carefully read all the contents of "section IV Risk Factors" in the prospectus, and specially reminds investors to pay attention to the following risks:
(I) risk of high customer concentration
The company's main customers are forklift truck manufacturers, including Hangcha Group Co.Ltd(603298) , Guangxi Liugong Machinery Co.Ltd(000528) , JAC UnionPay, Mitsubishi Heavy Industry, Doosan forklift, etc. In each period of the reporting period, the revenue of the company's top five customers accounted for 81.78%, 83.15%, 85.49% and 84.39% of the operating revenue respectively. Among them, the revenue of Hangcha Group Co.Ltd(603298) the largest customer accounted for 55.66%, 62.28%, 68.37% and 65.78% of the operating revenue respectively, with high customer concentration. As the main operators of the company's downstream forklift vehicle manufacturers are relatively concentrated, at present, China's forklift market has formed a duopoly industry pattern of Anhui Heli Co.Ltd(600761) and Hangcha Group Co.Ltd(603298) in 2020, the market share of the two leading enterprises is more than 50%, and the market share of the top ten enterprises is more than 77%, which objectively leads to the customer concentration of suppliers of key forklift parts.
During the reporting period, affected by factors such as the improvement of forklift industry concentration and the improvement of industry prosperity, the market share of main customers increased and the sales scale expanded, which promoted the growth of the issuer's product sales. However, if: (1) the cyclical fluctuation of forklift industry leads to the decline of overall sales scale and even sales volume in China's forklift market, resulting in the slowdown or even decline of Hangcha Group Co.Ltd(603298) business growth; (2) Major changes have taken place in the competition pattern of the industry, the competitiveness of the company's main customer Hangcha Group Co.Ltd(603298) in the forklift industry has declined, and major adverse changes have taken place in the business situation, resulting in the reduction of market share and even the stagnation of business operation; (3) The company's future product quality or comprehensive service capability cannot meet the requirements of Hangcha Group Co.Ltd(603298) or the company's market development strategy does not meet the market changes or customer needs. The above situation will lead to the loss of Hangcha Group Co.Ltd(603298) purchase orders from the issuer's main customers, which will have a significant adverse impact on the company's operating performance. At the same time, the increased concentration of downstream industries objectively leads to the issuer's customer dependence, which may have a certain adverse impact on the issuer's bargaining power.
(II) relocation risk of main production sites
The issuer's main production site is located at No. 22, Zhongxing Avenue, Shaoxing City. At present, this plot belongs to industrial land. On July 13, 2020, Shaoxing natural resources and Planning Bureau publicized the publicity of regulatory detailed planning of Meishan east area of jh-05 and pj-08 units in Jinghu New Area on its website. According to the planning, the industrial land where the company is located will be planned as class II residential land in the future. As of the signing date of this offering intention, the plan has been approved and publicized, and the issuer's main production sites will face the risk of relocation. According to the relevant provisions of the regulations on Expropriation and compensation of state owned land and houses, a series of procedures such as social stability risk assessment, investigation and registration, assessment and compensation, publicity and coordination shall be performed before the overall relocation.
The issuer has not received the notice or time arrangement of relevant departments on the demolition and relocation of relevant properties, and the relocation plan and time are uncertain.
(III) improper risk control by the actual controller
The actual controller of the company is the Kim family. Before this offering, the Kim family directly and indirectly held 88.87% of the shares of the issuer. After this offering, the Kim family is still the actual controller of the company. Although the articles of association stipulates the fiduciary duty of the actual controller, the avoidance voting system of affiliated shareholders and affiliated directors, and establishes the supervision and restriction mechanism of independent directors, at the same time, the actual controller has issued the letter of commitment on avoiding horizontal competition to the company, promising that it or the enterprise under its control will not engage in businesses that compete or may compete with the company, However, the Kim family may still use its controlling position to influence the company's development strategy, production and operation decision-making, personnel arrangement, related party transactions, profit distribution and other major matters through the exercise of voting rights, so as to affect the scientificity and rationality of the company's decision-making and bring the risk of improper control.
(IV) product R & D risk
On the one hand, the technical threshold of forklift gearbox is high and the process flow is rather complicated. Only by keeping the advanced technology of products can we get the opportunity of supporting the development of new products for our main customers. On the other hand, the company needs to cooperate with the upgrading and upgrading needs of the forklift main engine factory to continuously develop new products. However, each new product usually needs a certain period from customer demand collection, technical analysis and demonstration, drawing design, tooling design and production, sample trial production and testing to customer recognition, small batch production and final large-scale production and sales, and may face the risk of product development failure. If the company cannot obtain sufficient funds to support technology R & D, a large amount of R & D investment cannot obtain advanced technical achievements, or fails to cooperate with customers to complete the development of new products, the company will face the risk of decline in technical advantages and comprehensive competitiveness.
(V) risk of issuance failure
The company and the lead underwriter will actively promote investors in the process of stock issuance, expand the scope of contact with investors, strengthen communication with investors and closely track the dynamics of investors. However, investors' investment intention depends on unexpected factors such as stock supply and demand, macro environment at the issuance stage, market environment and investors' psychological expectation. If the above factors change adversely, the issuer's initial public offering may face the risk of failure due to insufficient subscription. 2、 Main business conditions after the audit deadline
(I) main operating conditions after the audit deadline of financial report
The audit deadline of the company's financial report is June 30, 2021. From the audit deadline of the financial report to the signing date of this offering intention, there has been no significant change in the company's business model, purchase price, sales price, composition of main customers and suppliers, no significant change in tax policies, and no other major events that may affect the judgment of investors.
(II) performance in 2021
The deadline for the audit of the company's financial statements is June 30, 2021. According to the guidelines on the disclosure of main financial information and operating status information after the audit base date of the financial report of the prospectus of initial public offering and listed companies, Tianjian certified public accountants has carried out the audit of the company's consolidated and parent company's balance sheet on December 31, 2021, consolidated and parent company's income statement, consolidated and parent company's cash flow statement in 2021 The consolidated and parent company's statement of changes in owner's equity and notes to financial statements were reviewed, and the review report (TJs [2022] No. 44) was issued.
The company's operating revenue in 2021 was 639769100 yuan, an increase of 20.78% over the same period of last year, and the net profit attributable to shareholders of the parent company was 793865 million yuan, an increase of 11.41% over the same period of last year. For details, see "17. Main financial information and operation after the audit base date of financial report" in "Section VIII Financial Accounting Information and management analysis" of this prospectus.
(III) performance forecast from January to March 2022
Unit: 10000 yuan
Change rate of the project from January to March 2022 to January to March 2021
Operating income 1500018000 1389206 7.98% - 29.57%
Net profit attributable to shareholders of the parent company 14501700 134199 8.05% - 26.68%
Attributable after deducting non recurring profits and losses
The net profit of the parent company is 128088% - 24.37% of the net profit of the parent company
Combined with the current market environment, the development trend of the industry and the actual operation status of the company, the company predicts that from January to March 2022, the operating revenue will reach 150 million yuan to 180 million yuan, with a year-on-year increase of 7.98% to 29.57%; It is predicted that the net profit attributable to the shareholders of the parent company from January to March 2022 will be 14.5 million yuan to 17 million yuan, with a year-on-year increase of 8.05% to 26.68%; It is predicted that from January to March 2022, after deducting non recurring profits and losses, the net profit attributable to the shareholders of the parent company will be 13.5 million yuan to 16 million yuan, with a year-on-year increase of 5.37% to 24.88%;
Since 2020, the prosperity of the issuer's downstream forklift industry has remained high. Benefiting from this, the issuer's sales scale has continued to expand and its profitability has continued to improve. The above financial data from January to March 2022 are the expected data of the company's management, and have not been audited or reviewed by auditors, and do not constitute the profit forecast or performance commitment made by the issuer. 3、 Important commitments related to this offering
The company reminds investors to read the commitments made by the company, its shareholders, actual controllers, directors, supervisors, senior managers, core technicians, sponsors and securities service institutions related to the issuance. See "v. commitments related to investor protection" in "section 10 investor protection" of this prospectus for specific commitments. 4、 Profit distribution policy of the company after this issuance
The company plans to apply for IPO and listing on GEM. In order to fully protect the legitimate rights and interests of the company's shareholders, actively repay investors and promote the maximization of the investment income of the company's shareholders, the company will strictly abide by the articles of Association (Draft) applicable after listing and the proposal on the planning of shareholders' dividend return in the next three years after the company's listing, which was deliberated and adopted at the second extraordinary general meeting in 2020, Implement a positive and transparent profit distribution policy.
The company reminds investors to pay attention to the profit distribution policy and the minimum proportion of cash dividends after the company's issuance and listing. For details, see "II. Dividend distribution policy" in "section 10 investor protection" of this prospectus.
catalogue
Important statement 1 issue Overview 2. Tips on major issues three
1、 Special risk tips three
2、 Main business conditions after the audit deadline five
3、 Important commitments related to this offering six
4、 The company's profit distribution policy after this issuance 6 catalog Section 1 interpretation thirteen
I
