Fujilai: prospectus for initial public offering and listing on GEM

After this stock issue, 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.

Suzhou fujilai Pharmaceutical Co., Ltd

SUZHOU FUSHILAI PHARMACEUTICALCO., LTD.

(address: No. 16, Haiwang Road, Changshu new material industrial park, Jiangsu Province)

Initial public offering and listing on GEM

Prospectus

Sponsor (lead underwriter)

(address: 24th floor, Oriental International Financial Plaza, 318 Zhongshan South Road, Huangpu District, Shanghai) Co lead underwriter

Issuer statement

Any decision or opinion made by the CSRC and the stock exchange on this issuance does not indicate that they guarantee the authenticity, accuracy and integrity 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.

Issue overview

Type of shares issued: RMB ordinary shares (A shares)

22.92 million shares were issued, accounting for 25% of the total share capital after issuance. The public offering of shares by shareholders of the company is not arranged in this offering.

The par value of each share is RMB 1.00

The issue price per share is 48.30 yuan

Issue date: March 17, 2022

Stock exchanges to be listed and Shenzhen Stock Exchange gem

The total share capital after issuance is 91.67 million shares

Sponsor (lead underwriter) Orient Securities Company Limited(600958) underwriting sponsor Co., Ltd

Co lead underwriter Guotai Junan Securities Co.Ltd(601211)

Signing date of prospectus: March 23, 2022

Tips on major issues

The company specially draws the attention of investors to the following major matters, and specially reminds investors to carefully read the text of this prospectus before making investment decisions. 1、 Important commitments related to this offering

For important commitments made by relevant parties to this offering, please refer to “v. shareholders’ commitment on circulation restriction and voluntary locking of shares held”, “VI. shareholders’ commitment on shareholding intention and reduction intention” and “VIII. Commitment on information disclosure responsibility” in “section 10 investor protection” of this prospectus. 2、 Special risk tips

The company specially reminds investors to carefully read all the contents of “section IV Risk Factors” in this prospectus, and reminds investors to pay special attention to the following risk factors: (I) market competition risk

Since its establishment in 2000, the company has been engaged in the R & D, production and sales of lipoic acid series products. With years of accumulation, the company has become an important supplier of lipoic acid series products in the world. If competitors continue to pour into the company’s product field, it may lead to intensified market competition. If the company fails to continuously improve its technical reserves, sales network, management and internal control in time, the company will gradually lose its existing competitive advantage and have an adverse impact on its future production and operation. (II) concentration risk of main products

During the reporting period, the company’s sales revenue of lipoic acid series products accounted for 77.41%, 75.44%, 75.37% and 78.24% of the main business revenue respectively, accounting for a relatively high proportion, making a great contribution to the company’s operating revenue and gross profit. The company has the risk of concentration of main products. If the downstream market environment changes or there are major changes in technology updates that are not conducive to lipoic acid series products, it will have an adverse impact on the profitability of the company. (III) sales risk of traders

During the reporting period, the sales of the company’s main business income to traders accounted for 71.16%, 65.01%, 65.14% and 66.47% respectively, accounting for a relatively high proportion. Selling through traders is a sales mode commonly used by manufacturers of pharmaceutical intermediates, APIs and raw materials of health products. However, too much sales through traders affects the company’s in-depth understanding of end customers to a certain extent, and makes itself lack of necessary direct maintenance of customer relations. In the future, if the cooperative relationship between the company and traders or between traders and terminal manufacturers deteriorates, it will have a negative impact on the company’s sales. (IV) environmental protection risk

The production process of the company is mainly chemical synthesis, and the production and operation are faced with the problems of “three wastes” emission and comprehensive treatment. The pharmaceutical industry of the company is a national key environmental protection monitoring industry, which has relatively high requirements for environmental protection. Enterprises need to continuously increase environmental protection investment to meet the requirements of national environmental protection policies. With the increasing improvement of national environmental pollution management standards, the entry threshold of the industry is also increasing. If the company fails to meet the corresponding requirements in time when the environmental protection policy changes, it may be limited, discontinued or face the risk of environmental punishment; At the same time, the improvement of relevant environmental protection standards will further increase the company’s investment in environmental protection and increase the company’s operating costs, thus affecting the company’s operating performance.

(V) safety production risk

The products produced by the company are not hazardous chemicals, but some raw materials used in the production process are flammable, explosive, corrosive or toxic hazardous chemicals, which have high requirements for transportation, storage and use. If the company fails to continuously improve and effectively implement the safety production system in the process of expanding the production scale in the future, or the company neglects the safety management link, improper operation of employees, equipment problems, natural disasters, etc., it may lead to major safety accidents, affect the normal production and operation of the company, and may cause large economic losses. (VI) risks related to international trade environment

During the reporting period, the company’s products were mainly exported to developed countries such as Europe, America, Japan and South Korea, as well as emerging developing countries such as India and Egypt. The company’s export business was affected by changes in the international trade environment.

On May 10, 2019, the U.S. government announced an additional 25% tariff on about $200 billion of goods imported from China. The company’s main products lipoic acid series are not listed in the above list, but phosphatidylcholine series and carnosine series are listed in the above 200 billion commodity surcharge list. During the reporting period, the company’s total exports to the United States were 782265 million yuan, 729152 million yuan, 787728 million yuan and 286295 million yuan respectively, accounting for 21.01%, 16.36%, 16.87% and 11.35% of the current main business income respectively, of which the total sales amount of phosphatidylcholine series and carnosine series were 15.453 million yuan, 107617 million yuan, 172058 million yuan and 4.9957 million yuan respectively, accounting for 4.15%, 2.41%, 3.69% and 1.98% respectively.

The company’s related products subject to tariffs account for a relatively small proportion of sales revenue in the United States, and the Sino US trade friction has not had a significant adverse impact on the company. However, if the trade friction between China and the United States is further intensified in the future, the tariffs on the company’s main products are increased, or there are significant adverse changes in the trade regulations and tariff levels of other major exporting countries or regions of the company, which may have an adverse impact on the profitability of the company. 3、 Main operation and expected performance after the audit deadline of financial report (I) main financial information reviewed in 2021

Rongcheng certified public accountants reviewed the company’s financial statements, including the consolidated and parent company’s balance sheet on December 31, 2021, the consolidated and parent company’s income statement, consolidated and parent company’s cash flow statement and notes to financial statements in 2021, and issued the review report. For details, please refer to “XVIII. Main operations and expected performance after the audit deadline of financial report” in “Section VIII Financial Accounting and management analysis”.

The main financial data reviewed (Unaudited) after the audit deadline of the company’s financial report are as follows: unit: 10000 yuan,%

Year on year changes from December 31, 2021 to December 31, 2020

Total assets 97030617882523 23.10

Total liabilities 22746671656143 37.35

Total owner’s equity 74283946226380 19.31

Owner’s equity attributable to parent company 74283946226380 19.31

Unit: 10000 yuan,%

Year on year changes of the project in 2021 and 2020

Operating income 52169574768489 9.40

Net profit attributable to the owner of the parent company 12020141410528 – 14.78 after deducting non recurring profit and loss

Net profit attributable to owners of parent company 11541521355127 – 14.83

Net cash flow from operating activities 19972941668495 19.71

As of December 31, 2021, the total assets of the company increased by 23.10% compared with December 31, 2020, and the owner’s equity attributable to the parent company increased by 19.31% compared with December 31, 2020, mainly due to operating accumulation.

The operating revenue of the company in 2021 increased by 9.40% compared with that in 2020, with a small change range; The net profit attributable to the owners of the parent company decreased by 208514 million yuan compared with 2020, with a year-on-year decrease of 14.78%. The main reasons are as follows: first, in 2021, the average exchange rate of the company’s actual US dollar against RMB decreased to 6.4556 from 6.9346 in the same period last year, with a depreciation range of 7.42%, resulting in a decrease in the company’s income converted into RMB, and the change of exchange rate affected the income reduction of 263968 million yuan; Second, affected by the increase in depreciation of new fixed assets and the rise in the unit price of some main raw materials, under the condition that the company’s operating revenue increased by 9.40% in 2021, the operating cost increased by 23.88% compared with the same period last year. Among them, the 720 ton expansion project of pharmaceutical intermediates and APIs was completed and put into trial production in October 2020, resulting in an increase in depreciation, repair costs and other manufacturing expenses in 2021 compared with the same period last year; Meanwhile, in 2021, the purchase unit price of some main raw materials increased, resulting in an increase in operating costs. Among them, the purchase unit price of domestic thionyl chloride increased by 61.22%, adipic acid increased by 51.90%, ethylene increased by 27.82% and aluminum trichloride increased by 24.98% year-on-year; Third, in 2021, the company increased R & D investment and personnel growth required by operation and management. The R & D investment and employee salary of the company increased, resulting in an increase in expenses during the period, including an increase of 5.6388 million yuan in R & D expenses and 4.4177 million yuan in secondary vocational salary in management expenses compared with the same period last year.

The net cash flow from the company’s operating activities in 2021 increased compared with the same period last year

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