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 risks. Investors should fully understand the investment risks of the gem and the risk factors disclosed by the company, and make investment decisions prudently.
Dalian dalikaipu Technology Co., Ltd
（Dalian Dalicap Technology Co.,Ltd.）
(No. 21, Jinyue street, dongjiagou street, Jinzhou District, Dalian City, Liaoning Province)
Prospectus for initial public offering and listing on GEM
(declaration draft)
Sponsor (lead underwriter)
(401, building B7, Qianhai Shenzhen Hong Kong fund Town, 128 guiwan fifth road, Nanshan street, Qianhai Shenzhen Hong Kong cooperation zone, Shenzhen)
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.
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.
Issue overview
Type of shares issued: RMB ordinary shares (A shares)
The number of shares issued this time shall not exceed 60.01 million (excluding the number of shares issued with over allotment option), accounting for no less than 10% of the total share capital after issuance. The number of shares issued this time is all new shares, and does not involve the public offering of shares by shareholders. The issuer and the lead underwriter have the right to exercise the over allotment option, and the number of shares issued by the over allotment option shall not exceed 15% of the number of shares issued this time (excluding the number of shares issued by the over allotment option).
The par value of each share is RMB 1.00
The issue price per share is RMB []
Expected issue date: mm / DD / yyyy
The stock exchange to be listed is the growth enterprise market and the board of Shenzhen Stock Exchange
The total share capital after issuance shall not exceed 40001 million shares (excluding the number of shares issued with over allotment option)
Sponsor (lead underwriter) Huatai United Securities Co., Ltd
Signing date of prospectus: mm / DD / yyyy
Tips on major issues
The company specially reminds investors that before making investment decisions, they must carefully read the text of this prospectus and pay special attention to the following important matters.
1、 Special risk tips
The company reminds investors to carefully read the “risk factors” part of this prospectus and pay special attention to the following matters: (I) market competition risk
The passive electronic component manufacturing industry of the company’s main product RF microwave MLCC is a capital and technology intensive industry. The benchmarking products of the company’s main products are mostly produced by well-known large enterprises in the United States and Japan. American and Japanese enterprises have large capital scale, comprehensive technology development and extensive global customer resources. At present, they still occupy the main share of the global RF microwave MLCC market. At present, there are few enterprises that can independently develop and produce RF microwave MLCC in China, with small volume and insufficient competitiveness. The company is one of the few enterprises in China that can master the independent R & D and production related technologies and processes of RF and microwave MLCC. However, due to the limited financial strength, the overall business scale still has great room for improvement. Compared with major international electronic component manufacturers Murata, Samsung electric, SunPower and other well-known enterprises, the company has a significant gap in asset scale and R & D investment scale, and there are relatively fewer product categories. In the future, the company’s market competition with international enterprises or other electronic component manufacturers in China is reflected in the following two aspects: first, in the field of RF and microwave MLCC, the company needs to actively respond to the new demand and market development changes of downstream industries of existing customers by increasing capital investment, continuously improving technology and process level and increasing production capacity; On the other hand, when the company expands other types of MLCC to further expand its revenue growth space, such as consumer electronics, new energy vehicles and other fields, it needs to face many competitions and challenges, such as technology research and development, product certification and customer resource acquisition. If the company cannot reasonably formulate the enterprise development strategy, continue to do a good job in product R & D, production and sales, and actively respond to market development and changes, it may be in an adverse situation in market competition and adversely affect the profitability of the company. (II) risk of relative concentration of customers
During the reporting period, the total sales revenue of the company to the top five customers was 766202 million yuan, 984298 million yuan and 1653199 million yuan respectively, accounting for 47.42%, 45.60% and 46.64% respectively. The company has high customer concentration and there is a risk of sales customer concentration.
If there are adverse changes in the company’s cooperation with major customers in the downstream market in the future, the expansion plan of new customers is not as expected, or the market share of major customers of the company decreases due to intensified industry competition, macroeconomic fluctuations and other reasons, it may cause major downstream customers to reduce the purchase volume of the company’s products, which will have an adverse impact on the company’s business development. (III) risk of supplier concentration
During the reporting period, the company purchased 456585 million yuan, 645396 million yuan and 1823212 million yuan from the top five suppliers, accounting for 86.00%, 88.06% and 91.78% of the total procurement respectively; Among them, the proportion of the purchase amount of Hong Kong Changping Industrial Co., Ltd. in the total purchase amount of the company in the reporting period was 42.86%, 58.54% and 54.67% respectively, and the supplier concentration of the company was high. RF microwave MLCC requires high capacitance, reliability and consistency of capacitors, and the purity, particle morphology and consistency of ceramic powder and electrode slurry used are very high. At present, the key technologies for the industrialized production of electrode paste and ceramic powder used in medium and high-end capacitors are still mastered by a few Japanese, Korean and American manufacturers. Based on the industry characteristics, the company selects suppliers that meet the company’s technical requirements, supply volume and other needs all over the world, and maintains a long-term and stable cooperation relationship. If the supply policy of the company’s main suppliers changes or trade protection measures are taken due to extreme factors, the company’s procurement cost may increase significantly or it is unable to purchase appropriate raw materials in a short time, which will have an adverse impact on the company’s business development. (IV) recovery risk of accounts receivable
At the end of each reporting period, the book value of the company’s accounts receivable was 567569 million yuan, 617596 million yuan and 648696 million yuan respectively, accounting for 32.31%, 16.57% and 13.72% of the company’s current assets respectively. If there are significant adverse changes in the macro-economy, industry conditions, financial market or customers’ own operating conditions, resulting in significant adverse changes in the financial conditions of major customers, the company may have actual bad debt losses on its accounts receivable, which will directly affect the company’s profit level. In addition, if the company fails to recover relevant accounts receivable in time, it will also directly affect the company’s capital turnover efficiency and adversely affect the subsequent business expansion of the company. (V) risk of price fluctuation of raw materials
In 2021, the direct material cost of the company accounted for 72.06% of the main business cost. The raw materials required for the production of the company are mainly electrode slurry and porcelain powder. In terms of purchase amount, palladium slurry is the main raw material purchased by the company. In each period of the reporting period, the proportion of palladium slurry purchase expenditure in the total purchase amount of the issuer was 73.67%, 80.63% and 83.45% respectively. The main component of palladium slurry is metal palladium. The price change of metal palladium is the core reason for the purchase price change of the company’s electrode slurry. During the reporting period, the price of metal palladium showed an upward trend with a large increase. If the company cannot effectively transfer the rising pressure of raw material prices to downstream customers, the company’s operating performance will face the risk of decline. Based on 2021, assuming that the price of main raw materials of the issuer increases or decreases by 10.00%, 20.00% and 30.00%, the gross profit of the issuer will decrease or increase by 5.14%, 10.29% and 15.43% respectively, the total profit will decrease or increase by 7.72%, 15.44% and 23.16% respectively, and the gross profit rate will decrease or increase by 2.87%, 5.75% and 8.62% respectively The total profit and gross profit margin are highly sensitive to the change of procurement cost of main raw materials. If the issuer cannot effectively transfer the pressure of rising raw material prices to downstream customers, the issuer’s operating performance will face the risk of decline.
The company adopts the procurement mode of “purchase by sales” and “inventory procurement”, and the purchase price of each batch of palladium slurry is determined according to the market price. At present, the company has not stipulated the specific terms of the product price adjustment mechanism related to the rise of raw materials in the sales contract signed with customers. After the sales contract and sales order are signed, the product sales will be carried out according to the agreed price. If the price of raw materials fluctuates greatly, the risk will be borne by the company. If the price of main raw materials dominated by palladium slurry continues to rise sharply, the production cost of the issuer will increase accordingly. If the product sales price is not adjusted in time, it will have an adverse impact on the profitability of the company. (VI) risks of overseas procurement of raw materials
In each period of the reporting period, the amount of raw materials purchased by the company from overseas suppliers was 258989 million yuan, 451432 million yuan and 1570194 million yuan respectively, accounting for 48.78%, 61.60% and 79.04% of the total purchase of raw materials, respectively. The upstream manufacturers of palladium slurry are mainly located in Japan and South Korea, and some upstream manufacturers of porcelain powder are located in the United States. In case of trade frictions and disputes between China and the above-mentioned countries, the supplier cannot guarantee the stable supply of raw materials to the company, and the company fails to broaden the procurement channels in time to meet the demand for raw materials, which will have an adverse impact on the company’s continuous production and operation. (VII) shareholder structure risk
Fengnian Zhixin directly holds 47.26% of the shares of the company and is the controlling shareholder of the company. Zhao Feng is the actual controller of the company and indirectly controls 47.26% of the shares of the company through Fengnian Tongqing, Fengnian Yongtai and Fengnian Zhixin, with relatively more equity control levels. The controlling shareholder Fengnian Zhixin has no other business except holding the equity of the company. The main business of Fengnian Tongqing, Fengnian Yongtai and Fengnian Zhixin is investment management. The direct or indirect controlling shareholders at any level of the company may change the controlling shareholders or actual controllers of the company and have a significant adverse impact on the governance structure due to share transfer, shareholding reduction, changes in corporate governance and other reasons. 2、 Profit distribution policy of the company after this issuance
The company reminds investors to pay attention to the profit distribution policy after the issuance and listing of the company, the minimum proportion of cash dividends, the specific profit distribution plan and long-term return plan in the next three years. Please refer to “II. Dividend distribution policy of the issuer” in “section 10 investor protection” of this prospectus.
catalogue
Declare that 1 issue Overview 2. Tips on major issues 3 I. special risk tips 3 II. The company’s profit distribution policy after this issuance 5 catalog Section 1 interpretation 11 section II Overview 16 I. Basic information of the issuer and the intermediary of this issuance 16 II. Overview of this offering 16 III. main financial data and financial indicators of the issuer 17 IV. main business operation of the issuer 18 v. the issuer’s technological innovation, mode innovation, format innovation or the integration of new and old industries 19 VI. specific listing criteria selected by the issuer 20 VII. Important matters such as special arrangements for corporate governance of the issuer 20 VIII. Purpose of raised funds Section 3 overview of this offering 22. Basic information of this issue 22 II. The parties involved in this offering 23 III. The relationship between the issuer and the intermediary institutions related to this offering
