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 high operation risk, unstable performance and high delisting risk, and 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.
Zhejiang Zhenlei Technology Co., Ltd
Great Microwave Technology Co., Ltd.
(Room 502, building 5, No. 3, Xiyuan Third Road, Sandun Town, Xihu District, Hangzhou City, Zhejiang Province) letter of intent for IPO and listing on the science and Innovation Board
Sponsor (lead underwriter)
(North block, excellence Times Plaza (phase II), No. 8, Zhongxin Third Road, Futian District, Shenzhen, Guangdong)
Regulatory 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 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 changes in the operation and income of the issuer or changes in the stock price after the shares are issued according to law.
Issuer statement
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 accounting institutions 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)
Number of shares issued: 27310000 shares issued this time, accounting for 25.01% of the total share capital after issuance; This issue is a public offering of new shares, and the shareholders of the company will not offer shares to the public.
Par value per share: 1.00 yuan
Issue price per share: [] yuan
Expected issue date: January 18, 2022
Exchanges and sectors to be listed: Science and Innovation Board of Shanghai Stock Exchange
Total share capital after issuance: 109210000 shares
Sponsor (lead underwriter): Citic Securities Company Limited(600030)
Signing date of prospectus: January 10, 2022
Tips on major events
The company specially invites investors to carefully read the full text of this prospectus and pay special attention to the following important matters before investors make investment decisions. 1、 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) the risk of rapid growth of the company’s performance and relatively small business scale
During the reporting period, the operating revenue of the company in each period was 3.9935 million yuan, 55.4499 million yuan, 152.1241 million yuan and 83.7389 million yuan respectively, with a compound growth rate of 517.20% from 2018 to 2020, and the scale of revenue achieved rapid growth. Meanwhile, the net profits of the company in each period were -48.9774 million yuan, 4.1853 million yuan, 76.936 million yuan and 40.9174 million yuan respectively. Compared with comparable companies in the same industry, the company’s business scale is relatively small and its ability to resist business risks is relatively weak. At present, the company’s business operation ability is still relatively limited. In the face of increasing customer demand, it may not be able to undertake the order demand of all customers, so it misses some business opportunities, which may slow down the growth of the company’s operating revenue. (II) risk of performance fluctuation caused by discontinuous order acquisition
During the reporting period, the company’s products were mainly used in the military industry. Customers’ demand for chips was characterized by multiple varieties and small batches, and customers’ orders were random. To some extent, the orders of the company’s customers will be affected by factors such as the annual defense budget and the release time of terminal requirements, and there may be sudden increase or delay of orders. The fluctuation of customer orders will lead to the uncertainty of the time when the company delivers products or services, which will affect the company’s operating performance. (III) seasonal risk of performance
The company’s customers are mainly subordinate units of the national defense science and industry group, and usually carry out the acceptance of products and services in the fourth quarter of the second half of the year. Therefore, the company recognizes more operating revenue in the fourth quarter of each year. During the reporting period, the sales revenue recognized in the fourth quarter of each year accounted for 86.36%, 50.01% and 51.35% of the current year’s operating revenue respectively, exceeding 50% of the annual operating revenue. 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 its low profitability in the first half of the year, or even seasonal losses, putting the company in a disadvantageous position. (IV) risk of changes in tax policies and government subsidies
In terms of enterprise income tax, the company has obtained the high-tech enterprise certificate. At present, the company applies the enterprise income tax rate of 15%. According to relevant regulations, the qualification of high-tech enterprises shall be reviewed every three years. If the company fails to meet the conditions for continuously enjoying the 15% income tax preference of high-tech enterprises in the future, it will face the risk of increasing income tax expenses and decreasing net profit.
According to Announcement No. 68 of the Ministry of Finance and the State Administration of Taxation on enterprise income tax policies for integrated circuit design and software industry in 2019, the company is a qualified integrated circuit design enterprise. The preferential period shall be calculated from the profit-making year. The enterprise income tax shall be exempted from the first year to the second year, and the enterprise income tax shall be halved at the legal tax rate of 25% from the third year to the fifth year, And enjoy it until it expires.
According to the provisions of the notice on comprehensively promoting the pilot of replacing business tax with value-added tax (CS [2016] No. 36) issued by the Ministry of Finance and the State Administration of Taxation, the income obtained by the company from technology transfer, technology development business and related technical consulting and technical service business is exempted from value-added tax. According to Cai Shui [2014] No. XX and Ke Gong Cai Shen [2014] No. XXXX, the company’s income from R & D and production of military industry is exempted from value-added tax.
During the reporting period, the government subsidies received by the company were 6.7124 million yuan, 5901 million yuan, 3.3903 million yuan and 2.1582 million yuan respectively, accounting for – 13.71%, 14.10%, 4.40% and 5.27% of the total profits of the company in the same period. The above preferential tax policies and government subsidies promote the development and operating performance of the company. The state has always attached importance to the policy support of military enterprises, and various tax policy preferences enjoyed by the company are expected to remain continuous and stable. However, in the future, if the relevant national tax preferential policies change or the issuer’s tax preferential qualification is not approved, it will have an adverse impact on the company’s operating performance. (V) the company’s business may be subject to the risk of international trade friction
After decades of development, the integrated circuit industry has formed a professional division of labor production mode, mainly including chip design, wafer manufacturing, packaging processing, chip testing and other R & D and production links. The company is mainly engaged in chip design and chip testing, and completes the packaging and processing of some terminal RF front-end chips by itself. For wafer manufacturing and packaging processing, the company also needs to purchase wafer and packaging processing services from suppliers.
In recent years, with the continuous warming of international trade friction, the integrated circuit industry has gradually become the key field of trade friction. The company is engaged in the development of integrated circuit chips and Microsystems, and there is a risk of being affected by trade friction. If some upstream suppliers are affected by trade frictions, limited application fields and other factors, and are unable to continue to provide wafer or packaging processing services to the company, it will have an adverse impact on the company’s operation and production.
Because the company’s current order demand from customers has the characteristics of multiple varieties and small batches, and there is a certain randomness, the order demand from suppliers also has a small amount and discontinuous procurement. Since 2020, under the influence of covid-19 epidemic and other factors, the capacity of wafer manufacturing and packaging industry has continued to tighten, and the upstream suppliers of the company have the risk of unstable supply. If the company fails to purchase the required wafers and packaging services in time, it will have an adverse impact on the company’s operation. 2、 Main financial information and operating conditions after the audit deadline of financial report (I) main operating conditions after the audit deadline of financial report
The deadline for the audit of the company’s financial report is June 30, 2021. After the deadline for the audit of the financial report, the company’s businesses are carried out normally, there are no significant changes in procurement and sales, the business situation is stable, and the company’s business model, business situation, sales scale No major changes have taken place in the supplier situation and other major matters that may affect the judgment of investors. (II) review of financial data from January to September 2021
Tianjian Certified Public Accountants (special general partnership) reviewed the company’s balance sheet on September 30, 2021, income statement, cash flow statement and notes to financial statements from January to September 2021, and issued the review report “Tianjian Shen [2021] No. 10044”.
After review, the main financial data of the company from January to September 2021 are as follows:
1. Main data of consolidated balance sheet
Unit: 10000 yuan
Change range of the project from September 30, 2021 to December 31, 2020
Total assets 44376.80 39669.07 11.87%
Total liabilities 4074.82 3498.86 16.46%
Total shareholders’ equity 40301.98 36170.21 11.42%
As of September 30, 2021, the company’s total assets amounted to 443.768 million yuan, an increase of 11.87% over the end of 2020, mainly due to the growth of accounts receivable with the growth of the company’s revenue scale, the rapid growth of the company’s product demand with the continuous expansion of the company’s business scale, the reasonable increase of the company’s inventory scale and part of the prepayment according to the company’s comprehensive customer demand and inventory situation, Therefore, prepayments, accounts payable and inventories show an increasing trend.
2. Main data of consolidated income statement
Unit: 10000 yuan
Change range of the project from January to September in 2021 to January to September in 2020 from July to September in 2021 to July to September in 2020 from month to month
Operating income 10008.91 7400.78 35.24% 1635.02 2395.77 – 31.75%
Operating profit 3982.70 3667.78 8.59% 40.87 831.67 – 95.09%
Total profit 4131.77 3668.96 12.61% 40.03 832.86 – 95.19%
Net profit 4131.77 3668.96 12.61% 40.03 832.86 – 95.19%
Net profit attributable to the parent company 4131.77 3668.96 12.61% 40.03 832.86 – 95.19% east net of non recurring losses
Net profit attributable to 3545.50 3330.60 6.45% – 330.52 739.64 – 144.69% shareholders of the parent company
From January to September 2021, the company’s operating revenue increased steadily, with a year-on-year increase of 35.24% over the same period last year, which belongs to the shares of the parent company
