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.
New Hua Du Supercenter Co.Ltd(002264) Special Electric Co., Ltd
(office a801, 8th floor, building 2, courtyard 1, lizezhong 1st Road, Chaoyang District, Beijing)
Prospectus for initial public offering and listing on GEM
Sponsor (lead underwriter)
No. 8, Puming Road, China (Shanghai) pilot Free Trade Zone
Issuer 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 integrity of the information disclosed in the registration application documents, nor do 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.
Overview of this offering
Type of shares issued: RMB ordinary shares (A shares)
The number of shares issued is 61920000, accounting for 25.01% of the total share capital after issuance; All of this offering is the public offering of new shares by the company, 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 13.73 yuan / share
Issue date: April 7, 2022
The stock exchange and the gem of Shenzhen Stock Exchange to be listed
Total share capital after issuance: 247627370 shares
Sponsor and lead underwriter Minsheng Securities Co., Ltd
Signing date of prospectus: April 13, 2022
Tips on major issues
This major event reminder only gives a brief reminder of the company's special events and major risks. Investors should carefully read all the contents of "section IV Risk Factors" in this prospectus and have a comprehensive understanding of the risks that the company may face. 1、 Special risk tips
The company reminds investors to pay special attention to the following risks in the "risk factors" and carefully read all the contents of "section IV Risk Factors" in this prospectus.
(I) risk of cyclical fluctuation in the downstream of the industry
The downstream industries of the company are mainly high-voltage frequency converter manufacturers. The end users of the company's products are mainly industrial and manufacturing enterprises, including metal smelting (including steel and nonferrous metals), electric power, mining, chemical industry and municipal administration. Some industries are facing certain pressures such as boom cyclical adjustment, capacity adjustment and development transformation. Taking the metal smelting industry as an example, the national development and Reform Commission, the Ministry of industry and information technology, the Ministry of land and resources and the National Energy Administration issued relevant policies on resolving steel overcapacity in 2017. Affected by this, some iron and steel enterprises have reduced their investment in new equipment procurement and technological transformation, resulting in a reduction in the demand for frequency conversion equipment. If the above-mentioned capacity adjustment or decline occurs in the industry to which the end user belongs, it may affect the income and profit level of the company's downstream high-voltage frequency converter manufacturers, and then affect the company's performance, and the company will face the risk of performance decline.
(II) industry dependence risk
The company is mainly engaged in the R & D, production and sales of various special transformers and reactors dominated by frequency conversion transformers and the sales of supporting products. Since its establishment, the transformer for frequency conversion has always been the core product of the company. The company takes deep cultivation of the downstream frequency converter market as the main strategic development direction, and the technical reserve and R & D direction also focus on the supporting application of high-voltage frequency converter. During the reporting period, the proportion of the sales revenue of frequency conversion transformers in the main business revenue of the company in each period was 91.87%, 91.61%, 93.48% and 94.18% respectively. The revenue level and performance growth of the company mainly came from the sales of such products.
Frequency conversion transformer is one of the core components of high-voltage frequency converter. The growth of income of this kind of products depends on the development of high-voltage frequency converter industry and market. China's high-voltage frequency converter market has maintained a high growth rate. In the next few years, the high-voltage frequency converter market with high-efficiency and energy-saving functions will continue to grow. It is expected that the market scale of high-voltage frequency converter will exceed 22.1 billion yuan in 2026. Although China's high-voltage frequency converter market has great potential and prospects, 1 data source: analysis report on market prospect and investment strategic planning of China's frequency converter industry from 2021 to 2026
OK, but if there are adverse changes in China's high-voltage inverter market, it will directly affect the company's revenue and profitability. The company has the risk that its main business depends on the high-voltage frequency converter industry.
(III) risk of relatively single product structure and Application
During the reporting period, the company's sales revenue of frequency conversion transformers in each period accounted for an average of more than 90% of its main business revenue, and the product structure was relatively single.
The application field and scope of frequency conversion equipment and frequency conversion technology are constantly expanding. The company also continues to study new fields and adaptation technologies on the basis of existing businesses and technologies, and cooperate with downstream customers to develop new markets and customers. However, the expansion of application fields requires a long time and more resource investment. At present, the main application industries of the company's products are industry and manufacturing. Although there is a large demand for products, the application is relatively concentrated. Once there are major adverse changes in the relevant industrial policies or market demand of the industry, it will have a great impact on the sales and stability of the company's products, and it is impossible to realize the risk transfer by tilting to other industries, which will have an adverse impact on the company's income and profitability.
Therefore, the company will still have the risk of single product structure, relatively concentrated application and limited main market capacity in the short term.
(IV) risks with relatively high customer concentration
The company's downstream customers are mainly high-voltage frequency converter manufacturers. High voltage inverter industry has high industry barriers, and end users have high requirements for product performance, quality, stability and service ability. Therefore, the main market share of high-voltage inverter is occupied by well-known high-voltage inverter manufacturers at home and abroad with leading technology and strong strength. There are relatively few enterprises with a certain scale in the industry and the industry concentration is high.
The company has established long-term, stable and good cooperative relations with major downstream customers. Affected by the high concentration of high-voltage inverter industry, during the reporting period, the company's sales revenue to the top five customers accounted for more than 50% of its main business revenue, and the customer concentration was relatively high.
Although the company does not rely heavily on a small number of customers, if the loss of major customers and the significant reduction of major customers for various reasons affect the company's procurement volume or require a significant reduction in product prices, it will have an adverse impact on the company's revenue and profitability.
(V) risk of disclosure of core technology
The company's core technology covers many technical links in product design and manufacturing process, which is very important for the company to improve product performance and quality, control production cost and maintain competitiveness in the special transformer market. If the company's core technology is compromised due to improper custody of individual personnel, negligence or external theft, it may weaken the company's competitiveness and adversely affect the company's business development, operation and performance.
Meanwhile, the company's core technology includes some new structures and methods related to product design and manufacturing. If patents are extracted and applied for certification, key information and processes will be disclosed, which is not conducive to the protection of relevant technologies. Therefore, some core technologies of the company cannot be protected by applying for patents. The confidentiality of core technologies is mainly ensured by confidentiality measures implemented within the company, such as R & D project content segmentation and independent management, key information decentralization and permission setting in the project management information system. If this part of the core technology is leaked, it will be difficult and costly for the company to safeguard the exclusive right of technology through legal means, and will have an adverse impact on the company's business development and technology leading edge.
(VI) risks caused by large scale of accounts receivable
During the reporting period, the net accounts receivable of the company at the end of each period were 1290653 million yuan, 1505189 million yuan, 1711194 million yuan and 161243 million yuan respectively, accounting for 36.60%, 39.17%, 38.65% and 34.79% of the current assets in the same period, and 19.40%, 21.80%, 22.74% and 20.55% of the total assets in the same period. The scale of accounts receivable was relatively large.
The company's industry generally has a long payment term. At the same time, the company's products are mainly used for the construction of various projects. If the project is delayed, it may also affect the actual payment cycle of the company's customers. Therefore, if the financial operation of the company's main debtors changes significantly, the company needs to face the risk of large amount of bad debts of accounts receivable.
(VII) risk of decline in net profit and its impact on sustainable profitability
From January to June 2021, the company's operating revenue was 163322 million yuan, a year-on-year increase of 22.58%; The net profit attributable to the owner of the parent company was 312063 million yuan, a year-on-year decrease of 2.24%. After deducting non recurring profits and losses, the net profit attributable to the owner of the parent company was 296331 million yuan, a year-on-year decrease of 7.00%. The decline of the company's performance is mainly due to the sharp rise in the purchase price of main raw materials copper, aluminum and silicon steel since the end of 2020. In view of the terms of the agreement on price transmission of raw materials signed between the issuer and its main customers, the issuer's sustainable profitability will not be significantly and adversely affected in the long run. If the rising price of raw materials continues in the short term, the operating cost will continue to increase. Due to the lag of price transmission, the issuer will face the risk of decline in operating performance in the short term. 2、 Profit distribution policy
On April 30, 2020, the company held the 2019 annual general meeting of shareholders, deliberated and passed the proposal on the distribution plan of accumulated profits before the company's initial public offering, and agreed that the accumulated undistributed profits before the completion of this offering should be shared by the new and old shareholders before and after this offering according to the shareholding ratio.
The company has formulated the profit distribution policy after this offering and the three-year dividend return plan after listing. See "(II) dividend distribution policy after this offering" in "II. Company dividend distribution policy" of "section 10 investor protection" of this prospectus for details. 3、 Operating conditions and main financial information after the audit deadline
(I) operation after the audit deadline
The audit deadline of the issuer's financial report is June 30, 2021. After the audit deadline of the financial report, the issuer's businesses are carried out normally, and there are no significant changes in industrial policies, tax policies and industry periodicity; The business model and competitive trend have not changed significantly; The purchase prices of copper, aluminum and silicon steel sheets in the main raw materials are at a high level and fluctuate continuously. As the issuer and its main customers agree in the sales framework agreement that the impact on the company's profits can be passed on in time by adjusting the price when the price of raw materials rises. When the price of main raw materials of the company rises rapidly and continuously, the growth trend will not change in the short term and the increase is large, the company will start the sales price adjustment mechanism, Fully consider the impact of fluctuations in raw material prices in sales pricing and effectively realize price transmission. Therefore, in the long run, the rise in raw material prices will not have a significant impact on the company's operating performance. In addition, the purchase prices of other raw materials have not changed significantly; The production and sales scale of main products have not changed significantly; According to the orders on hand, the sales price of main products shows an upward trend; There is no litigation or arbitration that may have a great impact on the company's future operation; Major customers or suppliers have not changed significantly; There is no significant change in the terms or actual implementation of major contracts; There are no major safety accidents and other major events that may affect the judgment of investors.
According to the guidelines on disclosure of main financial information and operating status information after the audit deadline of the prospectus financial report of initial public offering and listed companies (revised in 2020), zhongshenzhonghuan reviewed the company's consolidated and company balance sheet on December 31, 2021, consolidated and company income statement, consolidated and company cash flow statement and notes to financial statements from January to December, 2021, And issued the review report (Zhong Huan Yue Zi (2022) No. 0210001), "According to our review, we have not noticed anything that makes us believe that the financial statements have not been prepared in accordance with the provisions of the accounting standards for business enterprises, and fail to fairly reflect the consolidated and financial status of Xinte electric company on December 31, 2021, the consolidated and operating results and cash flow of the company in 2021 in all material aspects."
(II) changes of main accounting statement items from January to December 2021 compared with the end of last year or the same period
1. Main data of consolidated balance sheet
