Ningbo Tianyi Medical Instrument Co., Ltd
No. 788, Mozhi North Road, Dongqian Lake Tourist Resort, Ningbo
Ningbo Tianyi MedicalAppliance Co., Ltd.
Initial public offering and listing on GEM
of
Listing announcement
Sponsor (lead underwriter)
No. 618, Shangcheng Road, China (Shanghai) pilot Free Trade Zone
April, 2002
hot tip
The shares of Ningbo Tianyi medical device Co., Ltd. (hereinafter referred to as "the issuer" or "the company" or "the company") will be listed on the gem of Shenzhen Stock Exchange on April 7, 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.
Unless otherwise specified, the abbreviations or terms in this listing announcement have the same interpretation as the prospectus of Ningbo Tianyi medical device Co., Ltd. for initial public offering and listing on the gem.
Section I important statements and tips
1、 Important statement
The company and all directors, supervisors and senior managers guarantee the authenticity, accuracy and completeness of the listing announcement, 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 Shenzhen 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 the information published on cninfo (website: www.cn. Info. Com. CN) China Securities Network (www.cs. Com. CN.) China Securities Network (www.cn. Stock. Com.) Securities Times (www.stcn. Com.) Securities Daily (www.zqrb. 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. 2、 Special tips on investment risk at the initial stage of gem IPO
The company reminds investors to pay attention to the investment risks in the initial stage of IPO (hereinafter referred to as "new shares"), and investors should fully understand the risks and rationally participate in the trading of new shares.
Specifically, the risks at the initial stage of listing include but are not limited to the following: (I) the restrictions on rise and fall are relaxed
The competitive trading of GEM stocks is subject to a wide range of rise and fall limits. For stocks that are IPO and listed on the gem, there is no rise and fall limit in the first five trading days after listing, and then the rise and fall limit is 20%. After relaxing the restrictions on the initial trading of new shares on the Shenzhen Stock Exchange, the limit on the rise and fall of new shares on the main board was 44%, and the first day's rise and fall was further increased by 36%. (II) a small number of tradable shares
At the initial stage of listing, the lock period of the original shareholders is 36 months, and the lock period of the online lower limit share sale is 6 months. The public offering was 14736842 shares, with a total share capital of 58947368 shares, of which 13976216 shares were non tradable shares, accounting for 23.71% of the total share capital after the issuance. At the initial stage of listing, the number of tradable shares of the company was small, and there was a risk of insufficient liquidity. (III) the P / E ratio is different from the average level of the same industry
According to the industrial classification of national economy (GB / t47542017) and the guidelines for industrial classification of listed companies (revised in 2012) (CSRC announcement [2012] No. 31) issued by the CSRC, the industry of the company is "special equipment manufacturing industry (C35)". As of March 18, 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 36.39 times.
As of March 18, 2022 (T-3), the valuation levels of comparable listed companies are as follows:
In 2020, deduct the static securities code corresponding to the stock on T-3 day in 2020. The securities are referred to as non front EPS and non rear EPS closing price P / E ratio (yuan / share) (yuan / share) (yuan / share) (deduction) (deduction)
Front (rear)
Jiangxi Sanxin Medtec Co.Ltd(300453) .SZ Jiangxi Sanxin Medtec Co.Ltd(300453) 0.2934 0.2565 10.95 37.32 42.70
Well Lead Medical Co.Ltd(603309) .SH Well Lead Medical Co.Ltd(603309) 0.5218 0.5241 14.69 28.15 28.03
Shanghai Kindly Enterprises Development Group Co.Ltd(603987) .SH Shanghai Kindly Enterprises Development Group Co.Ltd(603987) 0.4592 0.4187 20.68 45.03 49.40
Mean value --- 36.83 40.04
Data source: wind information, data as of March 18, 2022 (T-3).
Note: 1. Calculation criteria of EPS before / after deduction of non recurring profit and loss in 2020: net profit attributable to the parent company before / after deduction of non recurring profit and loss in 2020 / total share capital on T-3 (March 18, 2022).
2. Tiankang medical (835942. OC), a comparable company of the issuer, terminated the listing of its shares in the national share transfer system for small and medium-sized enterprises from August 31, 2020, and the calculation of the average value of static P / E ratio did not include Tiankang medical
The price of this offering is 52.37 yuan / share, which corresponds to the issuer's net profit diluted P / E ratio of 60.08 times before and after deducting non recurring profits and losses in 2020, which is 36.39 times higher than the static average p / E ratio of the industry in the latest month released by China Securities Index Co., Ltd. on March 18 (T-3), 2022, with an excess range of 65.10%; The average price to earnings ratio of the company is 40.05 times higher than that of the issuer in 2020, which will bring investors 50.05 times higher than the average price to earnings ratio in 2020.
(IV) the shares can be used as the subject matter of margin trading on the first day of listing
The stock can be used as the subject matter of margin trading on the first day of listing, which may produce certain price fluctuation risk, market risk, margin increase risk and liquidity 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 increase 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 is that when the index stock fluctuates violently, the financing purchase of securities or the repayment of securities sale, the sale of securities lending or the repayment of securities purchase may be blocked, resulting in greater liquidity risk. (V) risk of decline in return on net assets
With the funds raised by the company's initial public offering and listing on the gem in place, especially in the case of over raised funds in this offering, the scale of the company's net assets will increase significantly. Although the company has fully demonstrated the project invested with raised funds and the expected benefits are good, the project invested with raised funds has a certain construction cycle and production period, and it is difficult to fully generate benefits in the short term. The growth of the company's profits may not keep pace with the growth of net assets in the short term. After this issuance, the company has the risk of declining return on net assets in the short term. 3、 Special risk tips
The company specially reminds investors that before making investment decisions, they must carefully read all the contents of the section "section IV Risk Factors" of the company's prospectus, and pay special attention to the following risk factors: (I) the risk that the gross profit margin fluctuates and the gross profit margin of the main products of extracorporeal circulation is relatively low
In 2018, 2019, 2020 and January June 2021, the gross profit margin of the company's main business was 35.13%, 39.35%, 42.65% and 35.22% respectively, and the gross profit margin fluctuated. At the same time, the gross profit margin of the company's main core technology products in each period of the reporting period was 27.45%, 29.43%, 29.78% and 27.66% respectively, which was lower than that of ward nursing products such as liquid feeding tube, feeder and disposable integrated oxygen suction tube. During the reporting period, the company's gross profit margin was mainly affected by market demand, product structure, sales unit price, unit cost, new product launch and other factors.
If there are major adverse changes in the macro-economy, market competition and raw material prices in the future, and the company cannot reduce production costs by improving production efficiency, technological innovation, process innovation and expanding production scale, and cannot continuously launch new products with strong profitability, the gross profit margin of the company will decline, which will have an adverse impact on the profitability of the company.
The main reason for the low gross profit margin of extracorporeal circulation blood products is that the company has adopted the business strategy of lower pricing than that of foreign manufacturers. The industry of extracorporeal circulation blood products has realized higher domestic import substitution, and the hospital terminal price of extracorporeal circulation blood products is limited due to the influence of serious illness medical insurance policy. Therefore, the unit price of the company's extracorporeal circulation blood products is low; At the same time, the unit cost of the product is relatively high, resulting in a relatively low gross profit margin of the product. If the sales price and unit cost of the company's extracorporeal circulation blood products are adversely affected by factors such as health industry policies such as volume purchase of medical devices and price fluctuations of raw materials in the future, there is a risk that the price of the core product will decline and the gross profit margin will decline. (II) product R & D risk
The company's main business is the R & D, production and sales of medical devices such as medical polymer consumables in the field of blood purification and ward nursing. It has high requirements for technology and process innovation. At the same time, the demand for products of medical institutions is also changing and improving.
In each period of the reporting period, the R & D investment of the company was 8.9810 million yuan, 160724 million yuan, 159736 million yuan and 101228 million yuan respectively. The R & D investment of the company was relatively low, which was related to the characteristics of the medical device industry. The product R & D of the industry was mainly based on the improved innovation of the original products and the development of new products, key parts and new technologies according to the clinical needs. The R & D investment involved product design There is a big gap between the cost of improving materials and processes and the cost of clinical trials.
If the company's future scientific research, technological transformation and update are slow, it is unable to accurately grasp the development trend of products and technologies, there are directional mistakes in the decision-making of product development, or it is unable to apply new technologies to product research and development in time, the company may lose the leading advantage of technology and market, thus reducing the company's market position and adversely affecting the company's development and operating performance in the future. (III) customer concentration and loss risk of feeders, liquid feeding tubes and disposable integrated oxygen suction tubes
In each period of the reporting period, the sales revenue of the company's feeder and liquid feeding tube products was 462242 million yuan, 685521 million yuan, 650698 million yuan and 502841 million yuan respectively, accounting for 18.47%, 21.94%, 17.83% and 29.08% of the main business revenue respectively. The company's feeders and feeding tubes are mainly finally sold to neomed in the United States. Among them, in 2020 and the first half of 2021, the sales revenue contribution of neomed accounted for 99.72% and 99.52% of feeders and feed tube products. The issuer has high customer concentration of feeders and feed tube products and dependence on relevant customers.
In each period of the reporting period, the sales revenue of the company's disposable integrated oxygen tube products was 277671 million yuan, 288397 million yuan, 19.513 million yuan and 9.9549 million yuan respectively, accounting for 11.09%, 9.23%, 5.35% and 5.76% of the main business revenue respectively. Among them, from January to June 2021, the sales revenue contribution of Nanjing Tianwen and Shangyao kantle accounted for 57.02% of the issuer's one-time integrated oxygen inhalation tube products, which poses the risk of customer concentration.
If the above-mentioned important customers reduce the demand for the company's products due to their own reasons, external policy environment or market changes, such as the aggravation of covid-19 pneumonia, and the issuer's products are included in the list of tariff imposed commodities, the issuer will have the risk of unsustainable order acquisition and substitution by competitors. If the above important customers are lost, it may have a significant adverse impact on the operating performance of the issuer. (IV) high concentration of equity and improper risk control by the actual controller
As of the signing date of this prospectus, the actual controllers of the issuer are Wu Zhimin, Wu Bin and his son, and Zhang Wenyu is the person acting in concert with the actual controller. Among them, Wu Zhimin directly holds 28 million shares of the issuer, accounting for 63.33% of the total shares of the issuer before issuance; Wu Bin directly holds 12 million shares of the issuer, accounting for 27.14% of the total shares of the issuer before issuance; Zhang Wenyu directly holds Shanghai Pudong Development Bank Co.Ltd(600000) shares of the issuer, accounting for 1.36% of the total shares of the issuer before issuance. After this issuance, the total shareholding ratio of the actual controller will be reduced to 67.86%, and the proportion of equity controlled will be reduced to 68.88%, which is still in the control position and highly concentrated. The actual controller can take advantage of its control position to exercise control and significant influence on the selection and employment of directors, supervisors and senior managers, development strategy, personnel arrangement, production and operation, finance and other decisions of the issuer through the exercise of voting rights. If the corporate governance system cannot be strictly implemented, it may lead to the risk that the actual controller uses its control position to damage the interests of the company and other minority shareholders. (V) policy and industry regulatory risks
1. Potential impact of medical device volume purchase policy on issuer's performance
