Adopted shares: prospectus of initial public offering and listing on GEM

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.

Adopt Technology Co., Ltd

CAINA TECHNOLOGY CO.,LTD.

(No. 253, Chenglu Road, Huashi Town, Jiangyin City)

Initial public offering and listing on GEM

Prospectus

Sponsor (lead underwriter)

(No. 689, Guangdong Road, Shanghai)

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 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 the 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)

Number of shares issued this public offering of 23508800 shares, accounting for 25% of the total share capital after issuance. This issuance is all new shares, and the original shareholders do not offer shares to the public.

The par value of each share is RMB 1.00

The issue price per share is 50.31 yuan

Issue date: January 17, 2022

Stock exchange and gem of Shenzhen Stock Exchange to be listed

The total share capital after issuance is 94035122 shares

Sponsor (lead underwriter) Haitong Securities Company Limited(600837)

Signing date of prospectus: January 21, 2022

Tips on major events

The company reminds investors to pay special attention to the following important matters of the company, and be sure to carefully read the text of the prospectus. 1、 Important commitments

Prior to this offering, shareholders’ commitments on the sale restriction arrangement of their shares, voluntary lock-in of shares, extension of lock-in period, shareholders’ shareholding and reduction intention, measures and commitments to stabilize the stock price, measures and commitments to share repurchase and share repurchase, commitments to share repurchase and share repurchase of fraudulent issuance and listing, measures and commitments to fill in diluted immediate return For the commitment of profit distribution policy, commitment to bear compensation liability according to law and other commitments, please refer to “section x, V. commitments related to investor protection” of this prospectus. 2、 Accumulated profit distribution plan before issuance

The accumulated undistributed profits before the company’s initial public offering shall be shared by the new and old shareholders after the initial public offering and listing. 3、 The company specially reminds investors to pay attention to the following risks in the “risk factors”. The company invites investors to carefully read all the contents of “section IV Risk Factors” in this prospectus and pay special attention to the following risks:

(I) export business risk caused by Sino US trade friction

The United States is a major importer of injection and puncture medical equipment in the world, and the U.S. market is one of the main markets for the company’s overseas sales. The sales revenue of the company exported to the U.S. market in recent three years and phase I was 101.5121 million yuan, 131.0135 million yuan, 184.8239 million yuan and 151.0251 million yuan respectively, accounting for 70.80%, 72.26%, 74.06% (excluding mask business) and 75.46% of the operating revenue in the same period respectively.

Up to now, the United States has not included injection puncture products in the list of tariffs imposed on Chinese imports. If Sino US trade frictions escalate again in the future, and the United States continues to expand the scope of tariff products on Chinese imports, which may involve injection puncture products, American customers may require the company to reduce prices moderately to pass on costs, which will lead to the decline of the company’s sales revenue and profitability from American customers, which will have an adverse impact on the company’s operating performance.

(II) customer concentration risk

The company is mainly engaged in the R & D, production and sales of injection puncture instruments and laboratory consumables. Its main customers include international well-known medical enterprises such as Neogen, MEDLINE, Thermo Fisher and McKesson. During the reporting period, the company’s sales revenue to the top five customers was 109.0857 million yuan, 133.1874 million yuan, 33.6875 million yuan and 144.9838 million yuan respectively, accounting for 76.07%, 73.45%, 66.71% and 72.44% of the current operating revenue respectively. In 2020, the company increased the sales revenue of mask business. After excluding the revenue of mask business, the sales revenue of the company’s top five customers was 186.4281 million yuan, accounting for 74.70% of the corresponding operating revenue.

In the future, if the operating conditions of the company’s main customers are abnormal, or there are significant changes in procurement demand, it will have an adverse impact on the company’s product sales, thus affecting the stability of the company’s operating performance.

(III) risk of net profit fluctuation

During the reporting period, with the gradual expansion of the sales scale of injection and puncture instruments, the company realized net profits of 20.4983 million yuan, 32.3331 million yuan, 137.0313 million yuan and 61.2795 million yuan respectively. The rapid growth of performance in 2020 mainly comes from the sales of mask products. At present, the company has stopped the production and sales of masks. If the profit contribution of injection and puncture instruments cannot grow rapidly, the company’s net profit will fluctuate in the short term, and there is a risk that the performance of the year of listing will decline compared with 2020.

(IV) risk of decline in operating performance of mask business

Since the beginning of 2020, the epidemic of covid-19 pneumonia has erupted all over the world, and has not been effectively controlled. In response to the call of the state and the government, the company has carried out the production and sales of mask products in time since the outbreak of the epidemic in China. In 2020, the company’s mask business achieved an operating revenue of 255445200 yuan, accounting for 50.58% of the current operating revenue, and the amount and proportion are at a high level.

With the rapid growth of China’s mask production capacity, the competition in the mask market is becoming increasingly fierce, and the sales price has decreased significantly, which has a great impact on the profitability of relevant production enterprises. Since 2021, the company has had few mask orders. From January to June, the mask business is flat mask sales, with a revenue of 735400 yuan. The contribution of mask business revenue is small. At present, the company has stopped the production and sales of masks, and it is expected that the performance related to mask business will decline significantly in 2021.

(V) product quality control risk

As one of the company’s main products, medical device products will come into contact with human body through invading skin during use. Its safety and effectiveness are related to people’s health and life. It is a medical device product under the key supervision and management of countries all over the world. In the United States and the European Union, medical puncture and injection products generally belong to class II medical devices, while in China, they generally belong to class III medical devices. China strictly examines the establishment of relevant enterprises and the production and sales qualification of products, and has established a systematic management and market access system. Foreign countries also have strict standards for the market access of medical devices. If the company fails to continuously and effectively implement quality management related control systems and measures, resulting in product quality problems, it may be subject to administrative punishment by relevant institutions, and may face the risk of being ordered to recall products, being involved in litigation, arbitration and bearing civil liability, and even the risk that the issuer’s relevant products cannot be sold in relevant countries or regions, It will damage the company’s reputation and affect the company’s operation. 4、 The issuer’s strategic planning for the future of mask business

From January to June 2021, the issuer achieved a sales revenue of 735400 yuan of masks. It is expected that the performance of mask products in 2021 will decline significantly compared with that in 2020. At present, the company has stopped the production and sales of masks; In the future, the issuer will continue to focus on the R & D, production and sales of injection puncture instruments and laboratory consumables, and will no longer produce masks. 5、 Main operating conditions after the audit base date

(I) main financial information after the audit deadline of the company’s financial report

The company’s financial information for the third quarter of 2021 has not been audited, but has been reviewed by Zhonghui accountant and issued the review report (Zhonghui kuaiy [2021] No. 7447).

The company and its directors, supervisors and senior managers have issued special instructions to ensure that there are no false records, misleading statements or major omissions in the financial statements after the audit deadline, and bear corresponding legal liabilities for the authenticity, accuracy and completeness of their contents. The person in charge of the company, the person in charge of accounting and the person in charge of accounting institutions have issued special statements to ensure the authenticity, accuracy and completeness of these financial statements.

1. Main data of consolidated balance sheet

Unit: 10000 yuan

Growth rate of the project from September 30, 2021 to December 31, 2020

Total assets 56194.98 47574.52 18.12%

Total liabilities 9173.93 9630.25 – 4.74%

Total shareholders’ equity 47021.05 37944.28 23.92%

Total shareholders’ equity attributable to the parent company 47021.05 37944.28 23.92%

Compared with the end of 2020, by the end of September 2021, the total assets, shareholders’ equity and

The company’s shareholders’ equity increased by 18.12%, 23.92% and 23.92% respectively, maintaining a rapid growth trend, mainly

This is due to the rapid growth of the company’s main product syringe revenue.

2. Main data of consolidated income statement

Unit: 10000 yuan

Growth rate of the project from 2021 to 2020 from January to September 1 to September 7 to September 7 to September 9

Operating income 30826.92 42000.82 – 26.60% 10812.36 11622.33 – 6.97%

Operating profit 10561.73 14198.57 – 25.61% 3422.58 2019.31 69.49%

Total profit 10569.73 14173.51 – 25.43% 3430.58 2011.63 70.54%

Net profit 9076.77 11825.55 -23.24% 2948.82 1402.58 110.24%

Net profit attributable to shareholders of the parent company 9076.77 11825.55 – 23.24% 2948.82 1402.58 110.24%

After deducting non recurring profits and losses, it belongs to 8645.12 3212.14

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