Tips on investment risk of science and Innovation Board: after this stock issuance, it is planned to be listed on science and innovation board market, which has high investment risk. Kechuang board company has the characteristics of large R & D investment, high operation risk, unstable performance and high delisting risk, and investors are facing great 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.
Chengdu kunhengshunwei Technology Co., Ltd
Chengdu KSW Technologies Co.,Ltd.
(address: No. 4, floor 1, building 6, No. 22, Xinwen Road, high tech Zone, Chengdu)
Letter of intent for initial public offering and listing on the science and Innovation Board
Sponsor (lead underwriter)
(No. 8, Puming Road, China (Shanghai) pilot Free Trade Zone)
Issue overview
Type of shares issued: RMB ordinary shares (A shares)
21000000 shares, accounting for 25% of the total share capital after issuance. The number of shares issued this time is all new shares issued to the public, which does not involve the public offering of shares by shareholders.
The sponsor will arrange the relevant subsidiary Minsheng investment to participate in the strategic placement of this offering. The relevant subsidiary of the sponsor whose initial follow-up investment proportion is the number of this public offering will participate in the strategic placement by 5%, that is, the initial follow-up investment number is 1.05 million shares. The specific quantity and gold sales amount will be determined after the issue price is determined. The restricted period of the shares allocated to Minsheng investment is 24 months, which shall be calculated from the date when the shares issued to the public are listed on the Shanghai Stock Exchange.
The company's senior management and core employees plan to participate in the strategic allocation of this issuance through the special asset management plan. The issuer's senior management and employees whose number of allotments does not exceed the number of this issuance will participate in the strategic allocation by 10%, i.e. 2.1 million shares, and the proposed subscription scale will not exceed
The sales situation is 54.26 million yuan (including the brokerage commission for the placement of new shares). The sales restriction period of the shares allocated to the asset management plan is 12 months, which shall be calculated from the date when the shares issued to the public are listed on the Shanghai Stock Exchange.
The par value of each share is RMB 1.00
Issue price per share [] yuan
Expected issue date: January 28, 2022
Stock exchange to be listed Shanghai Stock Exchange Kechuang board
Total share capital after issuance: 84000000 shares
Sponsor (lead underwriter) Minsheng Securities Co., Ltd
Signing date of the prospectus: January 20, 2022
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 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 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.
Tips on major events
The issuer specially reminds investors that before making investment decisions, they must carefully read the text of this prospectus and pay special attention to the following matters. 1、 During the reporting period, the current market demand of the company's main product wireless channel simulator is limited, and the company's future performance will face the risk of growth bottleneck
During the reporting period, the sales revenue of the company's wireless channel simulator products was 17.2161 million yuan, 71.3344 million yuan, 92.9438 million yuan and 23.5363 million yuan respectively, accounting for 29.93%, 67.78%, 71.40% and 62.66% of the company's main business revenue respectively. It is the core product and main source of revenue of the company during the reporting period.
Wireless channel simulator is a high-end product in the field of radio test and simulation. In addition to the company, the products in this field have been monopolized by international instrument giants, such as Germany technology and sibron. Based on the demand of core customers in the Chinese market for the product and the sales of Shide technology and sibron in China, the company estimates that the current demand in China is about 200 million yuan. In 2020, the sales revenue of the company's wireless channel simulator in the Chinese market has reached 93 million yuan, and the market share in China has been close to 50%.
With the increasing investment in the construction of 5g base stations in China and the popularization of 5g communication technology in various application fields, the market demand of wireless channel simulator in China will increase to a certain extent, but the market demand growth of wireless channel simulator is limited in the short term. If the sales scale of other products of the company fails to grow rapidly, the company's future performance will face a growth bottleneck.
At the same time, compared with foreign instrument giants in the same industry, the company still has a certain gap in product types, income scale, R & D investment, technical reserves and overall technical level. Although the company has achieved a technological breakthrough in wireless channel simulator products and has a leading advantage in multi-user test and simulation, it is still possible to be caught up or surpassed by foreign competitors within a certain period of time. In the future, if foreign instrument giant enterprises surpass in technology, there is a risk of significant decline in the market demand and sales revenue of the company's wireless channel simulator products. If the sales scale of other products fails to grow rapidly, the company will face the risk of significant decline in the overall sales revenue caused by the single main supply products and significant decline in revenue. 2、 The company's operating performance fluctuates seasonally
During the reporting period, the company's main business income was distributed quarterly as follows:
Unit: 10000 yuan
Project: January to June 2021, 2020, 2019, 2018
Amount proportion amount proportion amount proportion amount proportion amount proportion amount proportion
690.09 18.37% ---- degrees in the first quarter
Second quarter 3065.83 81.63% 2192.94 16.85% 2238.22 21.27% 1319.81 22.94% degrees
Third quarter -- 3087.92 23.72% 1601.27 15.21% 150.83 2.62% degrees
Four seasons -- 7737.20, 59.43%, 6685.60, 63.52%, 4281.87, 74.43%
Total 3755.92 100.00% 13018.06 100.00% 10525.09 100.00% 5752.51 100.00%
Affected by customer structure, business characteristics and other factors, the company's operating revenue and profit level are characterized by seasonal uneven distribution. The proportion of operating revenue and profit level in the second half of the year is higher than that in the first half of the year. The company's main customers include mobile communication operators and equipment manufacturers such as China Mobile, Huawei, ZTE, Ericsson and Datang, as well as communication research institutes subordinate to the group such as China Electronics Technology, aerospace science and industry and Aerospace Hi-Tech Holding Group Co.Ltd(000901) . These customers have strict annual budget management systems. Their purchase approval, bidding and other work arrangements are usually arranged in the first half of the year, including product delivery, system testing The acceptance is mainly concentrated in the second half of the year, resulting in obvious seasonal fluctuations in the company's income. The company's revenue fluctuates seasonally, but the company's labor costs, expenses and other expenses occur relatively evenly throughout the year, which may lead to low profits or losses in the first quarter and half of the year, and there is a risk of seasonal fluctuation in the company's operating performance. 3、 During the reporting period, the company's sales to major customers were highly concentrated
The company's products are positioned in the field of high-end radio test and simulation. Its customers are mainly mobile communication operators and equipment manufacturers such as China Mobile, Huawei, ZTE, Ericsson and Datang, subordinate communication research institutes such as CETC, aerospace science and industry, aerospace science and technology group and relevant scientific research institutions such as Chinese Academy of Sciences. The company obtains business independently through negotiation, bidding and other means, and has no relationship with the above group and its subordinate units.
During the reporting period, the company sold 39.5364 million yuan, 86.1571 million yuan, 80.0337 million yuan and 22.5858 million yuan to the top five customers of the consolidated caliber, accounting for 68.48%, 81.70%, 61.48% and 58.16% of the operating revenue of each period respectively. The sales customers were relatively concentrated.
In the future, if the issuer cannot continue to maintain its technical advantages among major customers and its cooperative relationship with major customers, the operating performance of the company will be greatly affected. At the same time, if the customer's demand for the company's main products changes or the company's competitor's products are superior to the company in technical performance, it will have an adverse impact on the company's operating performance.
4、 Trade friction leads to the import risk of key core devices used by the company's products
In 2018, 2019, 2020 and January June 2021, the amount of electronic components and other materials purchased by the company from overseas was 6.2772 million yuan, 18.639 million yuan, 38.3515 million yuan and 13.6297 million yuan respectively, accounting for 31.82%, 46.51%, 59.86% and 45.68% of the total procurement respectively. Some key core devices of the company's equipment are dependent on foreign brands. Although the company has prepared chips and other key core devices in advance, it is still possible that the company is unable to purchase the above key core devices in time on demand due to the impact of trade embargo, control and other factors of the exporting country, which may have an adverse impact on the company's production and operation. 5、 Recovery risk of accounts receivable
At the end of each reporting period, the book balance of the company's accounts receivable was 49.9765 million yuan, 74.6036 million yuan, 87.2632 million yuan and 77.7064 million yuan respectively, accounting for 56.47%, 54.06%, 43.18% and 40.43% of the total assets. The downstream customers of the company are mainly mobile communication operators and equipment manufacturers such as China Mobile, Huawei, ZTE, Ericsson and Datang, as well as communication research institutes subordinate to the group such as CETC, aerospace science and industry, Aerospace Hi-Tech Holding Group Co.Ltd(000901) and have good reputation. However, due to the high absolute value and concentration of the company's accounts receivable, if the production and operation status of individual major customers changes adversely, If the accounts receivable cannot be recovered on schedule, the company's capital turnover speed and cash flow from operating activities will be adversely affected. 6、 The risk of future performance growth caused by the company's small business scale, single product category and intensified product competition in the future
(I) the company's products focus on the field of RF and microwave test simulation, and the technical reserve and product type are relatively single;
The core products in the field of RF and microwave test simulation mainly include wireless channel simulator, RF and microwave signal generator, spectrum analyzer, vector network analyzer, oscilloscope, etc. the company's products focus on wireless channel simulator, RF and microwave signal generator, spectrum analyzer and vector network analyzer in this field. At present, the company has completed the R & D and mass sales of standardized wireless channel simulator, and the RF and microwave signal generator has realized customized products
