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. Shenzhen dakowei Biotechnology Co., Ltd. (No. 1001, Xueyuan Avenue, Changyuan community, Taoyuan Street, Nanshan District, Shenzhen)
Building D3, Nanshan Zhiyuan (1501 and 1502)
Prospectus for initial public offering and listing on GEM
(declaration draft)
The issuance application of the company still needs to go through the corresponding procedures of Shenzhen Stock Exchange and China Securities Regulatory Commission. This Prospectus has no legal effect on the issuance of shares and is only for pre disclosure. Investors shall take the officially announced prospectus as the basis for investment decisions.
Sponsor (lead underwriter)
(centralized business (North) of financial business district, zone B, Zhongtian Convention and Exhibition City, Changling North Road, guanshanhu District, Guiyang City, Guizhou Province)
Issuer statement
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 actual controller of the issuer promises that there are no false records, misleading statements or major omissions in this prospectus, and shall 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, actual controllers of the issuer, sponsors and underwriting securities companies promise that if investors suffer 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, they will compensate investors for the losses according to law.
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.
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.
Issue overview
Type of shares issued: RMB ordinary shares (A shares)
The number of shares issued shall not exceed 1998.9 million, accounting for no less than 25% of the total share capital after issuance; This issuance is all new share issuance and does not involve the public offering of shares by the company's shareholders
The par value of each share is RMB 1.00
[] yuan / share. According to the inquiry results and market conditions, negotiate with the sponsor (lead underwriter) to determine the issue price per share, or adopt other methods stipulated by China Securities Regulatory Commission and Shenzhen Stock Exchange.
Expected issue date: mm / DD / yyyy
Stock exchanges and sectors to be listed Shenzhen Stock Exchange gem
The total share capital after issuance shall not exceed 79.956 million shares
Sponsor (lead underwriter) Zhongtian Guofu Securities Co., Ltd
Signing date of prospectus: mm / DD / yyyy
Tips on major issues
This important matters reminder only gives a brief reminder of the important matters and major risks that investors need to pay special attention to. Investors should carefully read the text of the prospectus before making investment decisions.
1、 Important commitments related to this offering
The company reminds investors to read the commitments made by the company, the actual controller of the company, other shareholders, directors, supervisors, senior managers, other core personnel, the sponsor of this offering and securities service institutions related to this offering. For details of relevant commitments, see "VII. Important commitments" in "section 10 investor protection" of this prospectus.
2、 Distribution arrangement of accumulated profits before the issuance and dividend distribution policy after listing
The third extraordinary general meeting of shareholders of the company in 2021 deliberated and approved the proposal on the distribution of accumulated profits before the company's initial public offering of RMB common shares (A shares). The accumulated profits before this offering are shared by the new and old shareholders registered after the company's public offering of shares and listing on the gem.
See "(I) dividend distribution policy and decision-making procedures after this issuance and listing" in "II. Dividend distribution policy" of "section 10 investor protection" of this prospectus for the specific contents of the company's dividend distribution policy after this issuance and listing.
3、 Specific listing criteria selected by the issuer
The company chose the first set of listing criteria in article 2.1.2 of the Shenzhen Stock Exchange GEM Listing Rules (revised in December 2020): the net profit in the last two years is positive, and the cumulative net profit is not less than 50 million yuan.
The net profits attributable to the owners of the parent company in 2019 and 2020 were 138296 million yuan and 813345 million yuan respectively, with a cumulative amount of 951642 million yuan; After deducting non recurring profits and losses, the net profits attributable to the owners of the parent company were 118666 million yuan and 754765 million yuan respectively, with a cumulative amount of 873431 million yuan, which met the listing criteria selected by the company.
4、 Arrangement of this offering
The total share capital of the company before the issuance was 59.967 million shares, and the public issuance of shares did not exceed 1998.9 million shares, accounting for no less than 25% of the total share capital of the company after the issuance. This issuance does not involve the public offering of shares by shareholders.
This public offering of new shares will not lead to the change of the actual controller of the company, will not lead to significant changes in the equity structure of the company, and will not have a significant impact on the corporate governance structure and production and operation.
5、 Special risk tips
The company reminds investors to carefully read the "section IV Risk Factors" of this prospectus and pay special attention to the following matters:
(I) innovation risk
The company's self-produced reagents and pathological equipment business belongs to a technology intensive industry, which has high requirements for product R & D and technological innovation. During the reporting period, the company's R & D expenditure was 161301 million yuan, 242541 million yuan, 217225 million yuan and 229326 million yuan respectively, accounting for 4.89%, 5.57%, 3.59% and 3.91% of the operating revenue, and the R & D personnel remained above 10%.
The company has been deeply engaged in the industry for many years and pays attention to product R & D and technological innovation, but relevant R & D and production are highly interdisciplinary, knowledge intensive and high-tech activities, which have high requirements for technological innovation and product R & D capability, so there is a certain risk of R & D and innovation. If the company cannot continuously carry out technological research and development in the field of self-produced reagents and pathological equipment and improve the innovation ability such as R & D industrialization, there may be a risk of declining competitiveness.
(II) market competition risk
As the country continues to increase policy support and investment in life science research and biomedical R & D, the market demand for life research reagents and related technical services will continue to increase, which will drive the vigorous development of the whole life research service industry. Due to the wide variety, complex performance and high degree of specialization of life research reagent products, and the diversified and differentiated needs of scientific research customers, higher requirements are put forward for life research reagent service providers. At present, the market concentration of China's life scientific research service industry is low, and the market competition of similar enterprises is fierce. With the improvement of the market demand of life scientific research service, more enterprises will participate in the life scientific research service business field of the company in the future, and the market competition may gradually intensify.
On the other hand, in recent years, with the growth of life expectancy and the increase of the number of elderly groups, the number of people with cancer has shown an upward trend. As an effective means to diagnose cancer at present, the demand of pathological diagnosis industry will further increase, and the industry competition will become increasingly fierce. At present, the proportion of domestic pathological diagnosis equipment is low. International well-known enterprises such as Leica, cherry blossom and semefi still have strong competitive advantages in China's pathological diagnosis equipment industry and occupy China's main market share. At the same time, the higher profit level, broad market development space and the support of domestic alternative policies in the pathological diagnosis industry may attract more Chinese enterprises to enter the industry, and the market competition will further increase.
If the company fails to continuously improve its technical reserves, R & D investment, product quality, product layout, brand building and sales network expansion in the future, it may lead to the decline of the company's comprehensive competitiveness, which will have an adverse impact on the company's product sales scale and profitability.
(III) risk of high procurement proportion of single supplier
During the reporting period, the company purchased 94.283 million yuan, 1345924 million yuan, 1681089 million yuan and 1814501 million yuan from biolegend, a supplier of scientific research reagents, accounting for 44.10%, 49.19%, 44.90% and 53.17% of the total procurement in each period of the reporting period respectively. The company has a high risk of purchasing from a single supplier.
Biolegend is committed to providing first-class and high-quality flow cytometry antibodies and corresponding kits for biomedical research. It is one of the major flow cytometry antibody manufacturers in the world. Since 2008, the company has cooperated with biolegend to sell biolegend flow antibody related reagents in the form of exclusive agent, which has formed a mutually beneficial and win-win, long-term and stable cooperative relationship, driving the continuous improvement of product market share and market competitiveness. PerkinElmer (Stock Code: PKI), a company listed on the New York Stock Exchange, announced on July 26, 2021 that it planned to acquire all the shares of biolegend. This transaction was completed in September 2021. After the completion of the above transaction, the company will maintain the exclusive agency relationship with legend. However, if biolegend cannot continuously and stably supply life science reagents and other products to the company in the future due to strategic adjustment, industrial technology update, poor management or changes in cooperative relationship with the company, or the life science reagents supplied to the company do not have market competitiveness, it may have an adverse impact on the company's business performance.
(IV) risk of stability of agency business cooperation
The company has established cooperation with biolegend, peprotech, nexcelom Bioscience, LGC and other international biotechnology brands, acting as an agent to sell products such as life research reagents and instruments, and providing products and services for basic scientific research directions such as immunology, cell biology and molecular biology. In the future, if the agency relationship between the company and suppliers is terminated or significantly adjusted due to changes in the market environment or other reasons, it may have an impact on the company's operating performance.
(V) product quality risk
Through years of deep cultivation in the industry and technical accumulation, the company has continuously strengthened the development of independent products on the basis of scientific research reagent agency business. The quality stability of the company's self-produced reagents and pathological diagnosis equipment products has an important impact on the accuracy of final experimental detection and pathological diagnosis results. The company has formulated a strict internal control system and operation rules, clearly stipulated the quality standards of the company's procurement, production, storage, transportation, delivery and after-sales, and a special team is responsible for product quality control and supervision. However, due to the large number of production links and high requirements for storage, transportation and transportation of the company's self-produced products, the company will still face certain quality control risks with the continuous expansion of the business scale of the company's self-produced products in the future. If the company cannot continuously maintain effective quality control in key business links, resulting in product quality disputes or litigation and arbitration, it may have an adverse impact on the company's market reputation, reputation and market competitiveness.
In addition, the company purchases life research reagents, instruments and other products from suppliers and sells them as agents. The company implements strict quality management measures for the agent products, but the company cannot participate in the supplier's product R & D, production and other links, and can not effectively control the quality of the agent products. At the same time, the supplier may have unstable product quality due to technology upgrading and product updating, As a result, the company faces agency product quality risk.
(VI) real estate leasing risk
At present, the office buildings and plants required by the company's main production and operation are rental income, and some rental houses have lease defects such as the lessor's failure to obtain house ownership certificates. The company has signed a lease contract with the lessor, and the real estate leased by the company is generally highly replaceable. However, if the lease is terminated in advance due to accidental factors during the lease period, the lease of the plant cannot be renewed at the expiration of the lease, the appropriate replacement plant cannot be found quickly after the expiration, or other circumstances affecting the normal use of the leased plant may have an adverse impact on the development of the company's daily business in the short term.
(VII) inventory risk
At the end of each reporting period, the book value of the company's inventory was 468806 million yuan, 594587 million yuan, 892378 million yuan and 1019709 million yuan respectively, accounting for 23.35%, 22.13%, 24.18% and 21.80% of the operating cost respectively. With the expansion of the company's business scale, the company's inventory scale is increasing. The company comprehensively considers the market sales situation and is equipped with a certain inventory
