Gem risk tips
After this stock issue, it is planned to be listed on the gem, which has high investment risk. create
Yeban company has large investment in innovation, uncertainty about the success of the integration of new and old industries, and is still in a dilemma
With the characteristics of long-term growth, high operation risk, unstable performance and high delisting risk, investors are faced with
Greater market risk. Investors should fully understand the investment risks of the GEM market and the investment risks of the company
Disclose the risk factors and make investment decisions prudently.
Hunan aibulu Environmental Protection Technology Co., Ltd
Huanair Environmental Protection Technology Co., Ltd. unit 2030, building 5, oak garden, No. 8, Lutian Road, Changsha high tech Development Zone
Initial public offering and listing on GEM
Prospectus
Sponsor (lead underwriter)
(room 10000, building 8, No. 319, Dongxin Street, Xincheng District, Xi'an City, Shaanxi Province)
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 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. 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.
Basic information of this offering
Type of shares issued: RMB ordinary shares (A shares)
The number of shares issued this time is 30 million, accounting for 25% of the total share capital of the company after the issuance. This offering does not involve the public offering of shares by shareholders
Par value of RMB 1 per share
The issue price per share is 18.39 yuan
Issue date: April 14, 2022
The stock exchange to be listed is the growth enterprise market and the board of Shenzhen Stock Exchange
The total share capital after issuance is 120 million shares
Sponsor (lead underwriter) Western Securities Co.Ltd(002673)
Signing date of prospectus: April 20, 2022
Tips on major issues
The company specially reminds investors to pay special attention to the following important matters and carefully read the text of the prospectus. 1、 Dividend distribution policy
See "II. Dividend distribution policy" in "section 10 investor protection" of this prospectus for details. 2、 Distribution arrangement of accumulated profits before this offering
According to the resolution of the company's first extraordinary general meeting in 2020, the accumulated undistributed profits before the initial public offering of the company shall be shared or borne by the new and old shareholders of the company after the issuance according to their shareholding ratio. Three. The risk of adverse effects of New Coronavirus pneumonia on the company's operations
The company's clients are mostly government agencies and state-owned enterprises (mainly local government investment and financing platform). At present, the main impact of the New Coronavirus pneumonia epidemic on the production and operation activities of the company is delayed after the commencement of the project commencement time. However, it cannot be ruled out that subsequent epidemic changes and transmission of relevant industries will have an adverse impact on the company's production and operation. 4、 Zhong Rubo, the actual controller of the issuer, was investigated for bribery
On January 2, 2019, the intermediate people's Court of Zhuzhou City, Hunan Province issued (2018) Xiang 02 Xing Chu No. 20 criminal judgment, sentencing the defendant Xie Li (former deputy director of Hunan Environmental Protection Department) to the crime of taking bribes. According to the judgment, Xie Li, entrusted by Zhong Rubo, the actual controller, provided assistance in aibulu's undertaking of the comprehensive treatment project of arsenic containing waste residue in Yangjia River Basin in the upper reaches of Wushui River in Chenzhou City, the phase II project of comprehensive treatment of heavy metal pollution in Leiping mining area of Guiyang County, and the phase III and IV projects of heavy metal pollution treatment in Xionghuang mining area of Shimen County, Changde. From 2013 to 2018, Xie Li received RMB 189000 yuan and USD 25000 yuan from Zhong Rubo 24 times.
According to the above situation, the sponsor interviewed the competent leaders of the Hunan Provincial Commission for Discipline Inspection and the Hunan Provincial Supervision Commission of the Communist Party of China. According to the interview, the investigation into the suspected bribery of Xie Li by Zhong Rubo, the legal representative of the issuer, was officially ended, and Zhong Rubo and the issuer were not transferred to the judicial organ for constituting a crime.
According to the query result certificate issued by Hunan Provincial People's Procuratorate on April 24, 2020, after investigation, the unified business application system of Hunan Provincial procuratorial organ found that the issuer and Zhong Rubo had no criminal case record of bribery crime in the unified business application system of Hunan Provincial procuratorial organ from January 10, 2017 to April 22, 2020.
On March 8, 2021, Hunan Provincial Supervision Commission issued the reply on the handling of Zhong Rubo, The reply explained: "on April 18, 2018, in the project of handling the bribery case of Xie Li, former deputy director of Hunan environmental protection department, due to the needs of handling the case, our committee appointed Huaihua supervision committee to take retention investigation measures against Zhong Rubo, the legal representative of Hunan aibulu environmental protection Technology Co., Ltd. (hereinafter referred to as" aibulu "company), on suspicion of bribery. During the detention investigation, Zhong Rubo actively cooperated with the investigation and took the initiative to clarify relevant issues. After collective research and reporting to our committee for approval, Huaihua Supervision Committee lifted Zhong Rubo's detention measures according to law on June 17 of the same year, and made the final decision to terminate the investigation of Zhong Rubo and not transfer him to the judicial organ to investigate his criminal responsibility on September 28 of the same year.
After the investigation of Zhong Rubo's case is completed, our commission and Huaihua Supervision Commission will no longer conduct repeated investigation and investigate the responsibility of Zhong Rubo and aibulu company on the original facts involved. "
According to the above criminal judgment, the statement issued by the company and verified by the sponsor and lawyer, Xie Li's bribery case involves three projects of the issuer, namely, the comprehensive treatment project of arsenic containing waste residue in Yangjia River Basin in the upper reaches of Wushui River in Chenzhou City, the phase II project of comprehensive treatment of heavy metal pollution in Leiping mining area of Guiyang County, and the phase III and IV Project of heavy metal pollution treatment in Xionghuang mining area of Shimen County, Changde. Among them, the issuer of the comprehensive treatment project of arsenic containing waste residue in Yangjia River Basin in the upper reaches of Wushui River in Chenzhou City and the phase II project of comprehensive treatment of heavy metal pollution in Leiping mining area of Guiyang County failed to win the bid. The third and fourth phases of heavy metal pollution control project in Xionghuang mining area of Shimen County, Changde has obtained the confirmation letter issued by Shimen branch of Changde Ecological Environment Bureau in 2020, which proves that the issuer undertook the project through the public bidding procedures of the unit, the bidding process and results comply with the provisions of relevant laws, regulations and normative documents, and there is no illegal bidding, There is no situation that any other person affects the bidding of the above project. The contract signed between the issuer and it is legal and valid and has been performed in accordance with the contract. As of the date of sending the letter, there is no dispute or dispute between the two parties on the signing and performance of the contract, and no claim or complaint from a third party has been received. 5、 Defects of professional engineering subcontracting of the company
During the reporting period, the issuer entrusted some projects to subcontractors without corresponding qualifications. According to the provisions of the construction law of the people's Republic of China, the regulations on the quality management of construction projects, the regulations on the administration of survey and design of construction projects and other laws and regulations, the above behaviors of the issuer may be recognized as illegal subcontracting by the relevant competent authorities, resulting in the legal risk of administrative punishment by the competent authorities.
For the above risks and defects, on March 30, 2020, March 30, 2021 and January 29, 2022, Hunan Provincial Department of housing and urban rural development issued the certificate: "during 20162019 and from 2020 to now, for the environmental treatment projects contracted and constructed by aibulu Environmental Protection Institute, aibulu environmental protection has complied with relevant national laws and regulations on engineering construction in the process of contracting and implementation, and has not violated the construction law, regulations on the quality management of construction projects and regulations on the safety production management of construction projects "Regulations on the administration of survey and design of construction projects, regulations on the administration of survey and design qualification of construction projects, regulations on the administration of qualification of construction enterprises and other relevant regulations have been punished by this department."
For the issuer's subcontracting of some professional projects to unqualified subcontractors, according to Article 36 of the administrative punishment law of the people's Republic of China, "if the illegal act is not found within two years, no administrative punishment shall be given; if it involves citizens' life, health and safety and financial security and has harmful consequences, the above period shall be extended to five years, unless otherwise stipulated by law". The act of subcontracting professional projects to unqualified subcontractors has exceeded the time limit stipulated in the administrative punishment law of the people's Republic of China, and the risk of being punished by relevant administrative authorities is small.
According to the commitment issued by the issuer, the issuer will continue to standardize its business operations, including but not limited to undertaking business within the business scope approved by the relevant business qualification certificate of the company, subcontracting the non subject and non critical parts of the business contract to subcontractors with relevant business qualifications, etc. 6、 The issuer specially reminds investors to pay attention to the chapter of "risk factors"
In addition to the important matters specially brought to the attention of investors in the above "tips on major matters", the company invites investors to carefully read all the contents of "section IV Risk Factors" in this prospectus, fully understand the risk factors disclosed by the company and make investment decisions prudently. And pay special attention to the following risks: (I) the risk of insufficient working capital
During the reporting period, the company's environmental governance mainly adopts the operation mode of general contracting, which needs to go through the stages of preliminary survey and design, project construction, completion acceptance, audit settlement and so on. Pay the bid and performance bond in the process of project bidding; During the construction process, the company needs to make continuous capital investment to complete the project progress; After the agreed progress of the project is completed, the progress payment of the project can be obtained only after it is reviewed and confirmed by the employer; After the completion of the project, it needs to be settled and audited by relevant government departments, and the final payment of the project generally needs to be recovered after the end of the 1-year warranty period. In addition, as most of the company's customers are government agencies and state-owned enterprises (mainly local government investment and financing platforms), the payment approval process is complex, and affected by the budget of the current year, the company has a long cycle to obtain progress payment and settlement payment, which increases the capital pressure of the company.
During the reporting period, the working capital of the company mainly depends on its own operation accumulation and capital increase and share expansion. With the continuous expansion of the company's business scale, the demand for working capital will continue to increase. If the company cannot continue to expand the financing scale in the future, the company may face the risk of insufficient working capital. (II) risk of large fluctuation of net cash flow from operating activities
During the reporting period, the net cash flows from the company's operating activities were 1515200 yuan, 408065 million yuan and 466489 million yuan respectively, with an increase of 392913 million yuan and 5.8424 million yuan respectively in 2020 and 2021 compared with the same period of the previous year. The net cash flows from the company's operating activities fluctuated greatly. In the future, if the company's business continues to maintain rapid growth and the company's project collection slows down, it may lead to the risk of tight cash flow from operating activities. (III) risk of rapid growth of accounts receivable and slow collection
At the end of each reporting period, the balance of accounts receivable of the company was 295238000 yuan, 346518100 yuan and 481922900 yuan respectively, accounting for 58.18%, 52.00% and 52.90% of the total assets, respectively. The balance of accounts receivable of the company at the end of 2020 and 2021 increased by 512801 million yuan and 1354048 million yuan respectively compared with the end of the previous year, with rapid growth. During the reporting period, the turnover rate of accounts receivable of the company was 2.12 times / period, 1.70 times / period and 1.41 times / period respectively, with low turnover rate and long collection cycle.
The company's customers are mainly government agencies and state-owned enterprises (mainly local government investment and financing platforms), and the customers' funds come from financial appropriations. During the future development period, with the further expansion of business scale, the total amount of accounts receivable of the company may further increase. If the approval time of financial appropriations is prolonged, the financial funds are tight and the payment is delayed, and there are major adverse changes in the business environment and financial status, on the one hand, there may be the risk of bad debts due to the failure to recover the accounts receivable in time, This will have a significant adverse impact on the company's capital use efficiency and operating performance. On the other hand, it will affect the company's capital turnover speed and cash flow of operating activities, resulting in the reduction of the company's operating efficiency and even the risk of capital chain rupture, which will have an adverse impact on the company. (IV) sustainable risk of main business
The operating income of the company mainly comes from the business income of environmental treatment engineering. During the reporting period, the business income of environmental treatment engineering of the company was 422376600 yuan, 473141100 yuan and 482019300 yuan respectively, accounting for 95.93%, 96.20% and 92.38% of the main business income respectively. During the reporting period, the rapid development of the company's environmental governance engineering business mainly depended on the vigorous development of rural environmental protection industry and the support of national policies. In the future development period, if there is a major market mutation or national index in the rural environmental protection industry
