Gem risk tips
After this stock issue, 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 risk. Investors should fully understand the investment risks of the gem and the risk factors disclosed by the company, and make investment decisions prudently. Jiangsu smartwin Electronics Technology Co., Ltd
(floors 1-3, building 01, west side of West Ring Road, Jurong Economic Development Zone)
Initial public offering and listing on GEM
Prospectus
(Registration draft)
Statement: the issuance application of the company still needs to go through the corresponding procedures of Shenzhen 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 officially announced prospectus as the basis for investment decisions.
Sponsor (lead underwriter)
(No. 689, Guangdong Road, Shanghai)
Important 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. 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 company publicly issued 1814666700 RMB ordinary shares, accounting for 25.00% of the total share capital of the number of shares issued after the issuance; This issuance is a public offering of new shares, and the original shareholders of the issuer do not offer shares to the public in this issuance
The par value of each share is RMB 1.00
The issue price per share is 37.75 yuan
Issue date: January 18, 2022
Shenzhen Stock Exchange gem
The total share capital after issuance is 72586668 shares
Sponsor (lead underwriter) Haitong Securities Company Limited(600837)
Signing date of prospectus: January 14, 2022
Tips on major events
The company reminds investors to pay special attention to the following risks and matters of this offering, and carefully read all the contents of “section IV Risk Factors” in this prospectus. 1、 Special risk tips (I) growth risk
During the reporting period, the company’s revenue from monochrome LCD products accounted for relatively high, accounting for 100.00%, 94.70%, 96.46% and 99.31% respectively. The advantages of the company’s monochrome LCD products include the industrial control field dominated by smart meters, the automotive electronics field dominated by VA vehicle mounted instrument full LCD products, and the consumer electronics field dominated by calculator displays. The company takes the industrial control field as the main business support and the automotive electronics field as the future business growth point. Monochrome LCD products have many competitors in various application fields, and different market participants have their own business advantages and market positioning. Since the first appearance of LCD products in the 1960s, the application of LCD in the display field has exceeded half a century. After continuous technical upgrading and process improvement, the monochrome LCD technology has developed to a relatively mature stage, and the downstream market of monochrome LCD products is also relatively mature and stable. If the company can not keep up with the development trend of the industry and maintain competitiveness in the development of subdivided application fields in the future, it will face certain growth risks. (II) risk of monochrome LCD products being replaced due to display technology iteration
The company’s products apply liquid crystal display technology. At present, liquid crystal display technology is in the mainstream in the display field. In addition to liquid crystal display technology, OLED, AMOLED, mini led, micro led, qd-oled and other display technologies under development or continuous large-scale application in the market. At present, only OLED display technology (including AMOLED) can realize large-scale mass production, while the technical breakthrough of new display technologies such as mini led, micro led and qd-oled is still in the stage of continuous research and development. Only Mini LED has entered the preliminary large-scale mass production, and the application scenario of new display technology products is still expanding. In the future, with the continuous popularization of OLED display technology, its market share will be improved, which will have a certain substitution effect on monochrome LCD products applied in smart appliances and consumer electronics.
LCD products are updated quickly, and the comparative advantages of different display technology solutions change dynamically. Once there is a solution with better performance, lower cost and more efficient production process, or a solution breaks through the original performance index, the existing technical solution will face the risk of being replaced. If the company fails to make layout in advance or change accordingly in the process of continuous research and development of display technology, the company may face the risk that monochrome LCD products in some application fields will be replaced due to the iteration of display technology. (III) risk of decline in gross profit margin
From 2018 to January June 2021, the company’s gross profit margin was 30.56%, 31.26%, 31.14% and 28.50% respectively. Compared with 2020, the gross profit margin in the first half of 2021 decreased by 2.64%. On the one hand, since the third quarter of 2020, the prices of IC, polarizer and other main raw materials have increased rapidly, resulting in the increase of the company’s production cost. If the company fails to timely transmit the risk of raw material price increase to downstream customers, the company will face the risk of further decline in gross profit margin; On the other hand, with the continuous iteration of smart meters brought by the construction of ubiquitous power Internet of things, the rapid development of China’s automobile industry and the continuous iterative upgrading of smart home appliances, the market competition will intensify in the future. If the company cannot improve its competitiveness in the increasingly fierce market competition, it will face the risk of further decline in gross profit margin; In addition, due to the uncertainty of market development in the future, if the market development of the company’s raised investment project is less than expected after it is put into operation, and the production capacity of the raised investment project cannot be digested in time, the company will also have the risk of further reducing the gross profit margin. (IV) overseas sales account for a relatively high risk
The income from export products plays an important role in the whole income composition of the company, and the overseas market will still be the market actively developed by the company in the future. In each period of the reporting period, the proportion of overseas sales revenue in the company’s main business revenue was 48.67%, 47.49%, 42.26% and 40.27% respectively. At present, the company’s overseas sales are mainly distributed in Japan, Europe, America, Southeast Asia and other countries and regions. The company has established a solid cooperative relationship with overseas customers. If there are major adverse changes in the political and economic environment, trade policies and cooperation with China in the countries and regions where the company’s overseas sales are located in the future, and there are major changes in the local demand in the international market, it may have a certain adverse impact on the company’s overseas sales business, which may affect the company’s operating performance. (V) risk of covid-19 epidemic affecting the normal production and operation of the company
In 2020, covid-19 epidemic broke out and spread all over the world, resulting in varying degrees of impact on most countries and regions in the world. The company has a high proportion of export sales. Affected by the epidemic, it is more difficult to develop overseas business, and the bidding or negotiation progress of some customer projects in Chinese business has been delayed.
At present, although the covid-19 epidemic in China has been basically controlled, if the global epidemic can not be alleviated in time, it can not be ruled out that the subsequent epidemic changes and related industrial transmission will have an adverse impact on the normal production and operation of the company. (VI) improper risk control by the actual controller
The actual controllers of the company are Ying Faxiang and Bo Yujuan. The shares of the company directly and indirectly controlled by Ying Faxiang and Bo Yujuan account for 95.04% of the total share capital of the company before issuance. After this issuance, Ying Faxiang and Bo Yujuan will remain in an absolute holding position. The actual controller of the company may use its control position to exercise voting rights to affect the company’s development strategy, production and operation decision-making, personnel arrangement, related party transactions, profit distribution and other major matters, so as to affect the scientificity and rationality of the company’s decision-making, and there is a risk of damaging the interests of the company and other shareholders of the company. (VII) risks that cannot be digested by the production capacity after the implementation of the investment project with raised funds
In each period of the reporting period, the capacity utilization rates of the issuer were 85.22%, 92.74%, 88.93% and 92.13% respectively. The capacity utilization rate has not been fully saturated. After the vehicle mounted LCD module production project and TN and HTN product production project of the company’s raised investment project are put into operation, more production capacity will be added in the fields of automotive electronics and industrial control, and the growth rate is larger than the existing production capacity of the company.
At present, the company has a relatively high market share in China’s electricity meter Market in the field of industrial control, and there is uncertainty whether it can continue to expand its market share in the future; At the same time, the company’s automotive electronics business started relatively late and its market share is relatively low. There is also uncertainty whether it can continue to develop the market and apply to more models in the future. If the market development of the company’s raised investment project is less than expected after it is put into operation, the raised investment project will cause the risk that the company’s production capacity can not be digested in time, which may have an adverse impact on the company’s operating performance and sustainable operation. (VIII) there is a risk of declining revenue in some application fields and sales regions
During the reporting period, the company’s LCD products were located in some application fields such as consumer electronics and major sales regions such as Japan. Due to the great impact of covid-19 epidemic on the sales of terminal products, the company’s revenue in this field or region decreased in 2020. If the global covid-19 epidemic continues to deteriorate and cannot be effectively controlled in the future, or the company cannot continue to develop new businesses and form new revenue growth points in the above application fields and other sales regions, it may face the risk of revenue decline in some application fields, Japan and other major sales regions. 2、 Main financial information and operating conditions after the period and performance forecast in 2021 (I) main financial information and operating conditions after the audit deadline
The audit deadline of the latest financial statements of the company is June 30, 2021, which is issued according to zhongtianyun
According to ZTY [2021] YZ No. 90034 review report, the consolidated main financial data reviewed by the company from January to September 2021 are as follows:
1. Main data of consolidated balance sheet
Unit: 10000 yuan
Change proportion of the project from September 30, 2021 to December 31, 2020
Total assets 63782.83 55327.52 15.28%
Total liabilities 20957.24 17441.48 20.16%
Shareholders’ equity 42825.59 37886.04 13.04%
Including: 42825.59 37886.04 13.04% equity attributable to the parent company
At the end of September 2021, the total assets of the company increased by 84.5531 million yuan, an increase of 15.28%, compared with the end of 2020. On the one hand, the inventory balance increased greatly due to the preparation of raw materials. On the other hand, with the gradual elimination of the impact of covid-19 epidemic, the increase of the company’s income increased, resulting in the increase of accounts receivable, notes receivable and accounts receivable financing; Compared with the end of 2020, the total liabilities increased by 35.1576 million yuan, an increase of 20.16%, mainly due to
