Hangzhou Jingye Intelligent Technology Co., Ltd. initial public offering and listing on the science and Innovation Board (Registration draft)
After this stock issuance, it is planned to be listed on the science and innovation board market, which has high investment risk. Kechuang board company has the characteristics of large R & D investment, high operation risk, unstable performance and high delisting risk. Investors are facing greater market risk. Investors should fully understand the investment risks of the science and innovation board market and the risk factors disclosed by the company, and make investment decisions prudently. Hangzhou Jingye Intelligent Technology Co., Ltd. (room 35001, Yuejiang business center, No. 857 Xincheng Road, Binjiang District, Hangzhou City, Zhejiang Province) initial public offering and listing on the science and Innovation Board
The issuance application of the company shall be subject to the corresponding procedures of Shanghai 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 full text of the officially announced prospectus as the basis for making investment decisions.
Sponsor (lead underwriter)
North block of excellence Times Square (phase II), No. 8, Zhongxin Third Road, Futian District, Shenzhen, Guangdong Province
Overview of this offering
Type of shares issued: RMB ordinary shares (A shares)
The total number of shares issued in this public offering is 20.6 million, and the number of shares issued accounts for no less than 25% of the total share capital of the company after the issuance. This issuance is all new shares, and the original shareholders do not offer shares to the public
The par value of each share is RMB 1.00
The issue price per share is [] yuan
Expected issue date: April 19, 2022
Stock exchanges and sectors to be listed Shanghai Stock Exchange Kechuang board
The total share capital after issuance is 82.4 million shares
Sponsor (lead underwriter) Citic Securities Company Limited(600030)
Signing date of the prospectus: April 11, 2022
Important statement
Any decision or opinion made by China Securities Regulatory Commission and Shanghai 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 the prospectus and other information disclosure materials are free from false records, misleading statements or major omissions, and bear individual and joint legal liabilities for their authenticity, accuracy and completeness.
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 individual and joint legal liabilities for its authenticity, accuracy and completeness. 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.
Tips on major issues
The company specially reminds investors to pay full attention to the following major matters and carefully read all contents of this prospectus. 1、 Major risk tips
(I) the business is concentrated in the field of nuclear industry and the risk of industrial policy changes in this field
The company is mainly engaged in the R & D, production and sales of special Siasun Robot&Automation Co.Ltd(300024) and intelligent equipment. At present, its business is mainly concentrated in the field of nuclear industry, and its core products are nuclear industry series Siasun Robot&Automation Co.Ltd(300024) and intelligent equipment for nuclear industry. During the reporting period, the company's nuclear industry series Siasun Robot&Automation Co.Ltd(300024) business revenue and nuclear industry intelligent equipment business revenue accounted for 79.08%, 81.21% and 90.04% of the total operating revenue respectively. Therefore, the company's current income structure is highly dependent on the nuclear industry, and the company's business development is closely related to the industrial policies in the field of nuclear industry and the political, economic and social environment in the field of nuclear industry.
Relying on the joint efforts of the government and enterprises to promote the development of nuclear industry and the joint development of nuclear industry, as well as the joint efforts of the government and enterprises to promote the development of nuclear industry. However, on the one hand, because the intellectualization and digitization of the nuclear industry are in the initial stage, and there are few confidential or public data in some fields, it is difficult to obtain relatively accurate market capacity data, which may have an adverse impact on investors' judgment of the company's investment value. On the other hand, in the future, if there are major adverse changes in the industrial policy in the field of nuclear industry, or the position of the nuclear industry in the national strategic layout is greatly reduced, or the investment scale in the downstream equipment market stagnates or shrinks, the company's main business, profitability and future growth will be greatly adversely affected.
(II) risk of high customer concentration
The main business of the company focuses on the field of nuclear industry, and its main customers are subordinate units of CNNC group and subordinate units of Aerospace Hi-Tech Holding Group Co.Ltd(000901) group. During the reporting period, the revenue of the company's top two customers accounted for 77.68%, 80.01% and 71.06% respectively, and the customer concentration of the company was high. For the products sold by the company to the subordinate units of Aerospace Hi-Tech Holding Group Co.Ltd(000901) group, except for a small amount of products for the customer's own use, most of the products are sold indirectly, that is, the company sells the products to the customer, who then integrates or assembles the company's products with other parts and modules and sells them to the subordinate units of CNNC group. During the reporting period, the company accounted for 22.95%, 33.57% and 52.30% of the revenue of subordinate units of Aerospace Hi-Tech Holding Group Co.Ltd(000901) group respectively.
In the future, if the company cannot continue to obtain the qualified supplier certification of CNNC group and continue to obtain orders, or the cooperative relationship between the company and CNNC group and subordinate units of Aerospace Hi-Tech Holding Group Co.Ltd(000901) group is replaced by other suppliers, or if the business and procurement strategy of customers change greatly in the future, or the company loses major customers due to its own reasons such as product quality, Or major adverse changes have taken place in the current operation and credit status of major customers, resulting in the company's inability to maintain its advantages in the supplier system of major customers and to maintain its cooperative relationship with major customers, which will have an adverse impact on the company's operation.
In addition, a small number of subordinate units of CNNC group are developing Siasun Robot&Automation Co.Ltd(300024) products of nuclear industry similar to the company's products or have achieved certain research and development results. With the improvement of the intelligent degree of nuclear industry equipment and the development of relevant intelligent equipment market, it is not ruled out that CNNC group will adjust its business strategy and strengthen its efforts to support subordinate units in R & D, production and internal procurement, Nor does it rule out that the R & D projects of these units will be transformed into mature products and sold in the market, which will have an adverse impact on the operation of the company. In addition, the Aerospace Hi-Tech Holding Group Co.Ltd(000901) group is a supplier of Siasun Robot&Automation Co.Ltd(300024) and intelligent equipment products for the nuclear industry. The company has competed with the Aerospace Hi-Tech Holding Group Co.Ltd(000901) group in individual business projects. It cannot be completely ruled out that the competition will expand in the future, which will affect the cooperative relationship between the two sides and further adversely affect the business acquisition and operation of the company.
(III) related party sales account for a relatively high risk
The company was certified as a qualified supplier by CNNC group in 2016 and began to establish direct cooperation with subordinate units of CNNC group in 2017. In recent years, the income from subordinate units of CNNC group has continued to grow.
In December 2020, CNNC Puyuan (a specialized investment and operation company subordinate to CNNC group) became a shareholder of the company through strategic investment in the company through capital increase, holding 12.50% of the company's equity. Therefore, the company's customer unit 4 of CNNC group (a subsidiary of CNNC Puyuan) became a related Party of the company. At the same time, according to the principle of prudence, other subordinate units of CNNC group and the company are also recognized as related parties. Therefore, since December 2020, the transactions between the company and subordinate units of CNNC group are related party transactions. In addition, according to the Listing Rules of science and Innovation Board of Shanghai Stock Exchange, the company and subordinate units of CNNC group also constitute related parties within 12 months before December 2020. In 2020 and 2021, the total sales amount of the company to subordinate units of CNNC group was 958513 million yuan and 654325 million yuan respectively, accounting for 46.44% and 18.76% of the operating revenue respectively. If the related parties continue to increase the purchase of the company's products and services based on their own business development needs in the future, it may lead to the increase of the amount and proportion of related party transactions. If the pricing of related party transactions is unfair, it may have an adverse impact on the company's operational independence.
(IV) risk of performance fluctuation caused by discontinuous order acquisition
During the reporting period, the company's products were mainly used in the field of nuclear industry. Customers' demand for Siasun Robot&Automation Co.Ltd(300024) and intelligent equipment in the nuclear industry was customized and small batch. Customers' demand for orders and the time when the company obtained orders were affected by many factors, such as the annual budget of customers in the nuclear industry, the implementation time of specific procurement, the progress of relevant construction projects and so on. At the same time, some of the company's contract amounts are large, while the implementation cycle of large amount projects is long and involves many links. There is some uncertainty about the time of project completion and final acceptance. Some projects may be affected by the customer's site, other supporting facilities and other conditions, and the installation, commissioning and acceptance cannot be completed before the end of the year, thus affecting the company's business performance in the current year.
(V) seasonal risk of performance
As the company's customers are concentrated in the field of nuclear industry, affected by its fixed asset investment plan, capital budget management and other factors, the company's product delivery, installation, commissioning and acceptance time are mostly in the fourth quarter of each year. From 2019 to 2021, the sales revenue recognized in the fourth quarter of each year accounted for 72.27%, 80.37% and 55.26% of the operating revenue of the current year respectively. At the same time, the company's employee wages, depreciation of fixed assets and other expenses occur relatively evenly in the corresponding year. Therefore, the seasonal fluctuation of the company's performance may lead to the company's low profitability in the first half of the year or the first three quarters, or even seasonal losses. The company has the risk of quarterly fluctuation of performance.
In addition to the above major risk tips, the company reminds investors to carefully read the "section IV Risk Factors" of this prospectus. 2、 Description of pre research projects, engineering projects and technical transformation projects undertaken by the company. According to the purpose of equipment purchased by nuclear industry customers, the projects to which nuclear industry equipment belongs can be divided into pre research projects, engineering projects and technical transformation projects.
Pre research projects are projects set up by nuclear industry customers for the test and verification of new nuclear industry process and production process. Engineering projects are engineering construction projects set up by nuclear industry customers to carry out the production of nuclear industry products, such as the construction project of spent fuel reprocessing demonstration plant, etc. With the continuous development of nuclear industry technology and intelligent manufacturing technology, technical transformation projects are established by customers to transform or replace the existing relevant equipment on the production line according to the new process.
Based on the requirements of the nuclear industry for high safety and reliability of equipment, new equipment in the nuclear industry generally needs to go through three different stages: scientific research prototype engineering prototype engineering equipment according to the degree of technical maturity. Among them, the projects of scientific research prototype and engineering prototype are pre research projects; The project to which the engineering equipment belongs is an engineering project. There is a certain relationship between pre research projects and engineering projects. After the technical route passes the test and verification, pre research projects may be transformed into new engineering projects. Customers generally set up pre research projects for test and verification before carrying out engineering projects. Due to the uncertainty of the process technology route selection and test verification in the nuclear industry, not all pre research projects will be transformed into new engineering projects. In addition, due to the relatively mature process technology route of some nuclear industries, some engineering projects are directly set up by customers and do not need to be tested and verified by pre research projects in the early stage, that is, some engineering projects have no corresponding pre research projects. In addition, the corresponding equipment of technical transformation projects is used to transform or replace the existing operating equipment. It has no inevitable relationship with the first two types of projects and is relatively independent.
The three types of projects of the company are the equipment provided according to the contract signed with the customer and the customer's technical specifications and other customized requirements. The business model of the company does not vary according to the type of projects undertaken.
Due to the particularity of the nuclear industry, the application of relevant equipment needs to go through the stage of pre research to engineering, which is different from the non nuclear equipment directly put into production in general fields. The company reminds investors to pay attention to this difference, And read the relevant contents of "I. main business and main products of the company" (III) income composition of main business "and" 2. Classification of nuclear industry products according to the type of nuclear industry project "in" section VI business and technology "of this prospectus. 3、 Main financial information and operating conditions after the base date of financial report audit
From the audit base date of the financial report to the signing date of this offering intention, the company's business condition is normal, there is no significant change in procurement and sales, the business condition is stable, and there is no significant change in the company's business model, business condition, sales scale, suppliers and other major matters that may affect the judgment of investors. After preliminary calculation, the company expects the operating revenue from January to March 2022 to be about 35 million yuan to 38 million yuan
