Kechuang board risk tips
After this stock issuance, it is planned to be listed on the science and innovation board market, which has high investment risk. Kechuang board Co., Ltd
With the characteristics of large R & D investment, high operation risk, unstable performance and high delisting risk, investors face a large market
Risk. Investors should fully understand the investment risks of the sci-tech innovation board market and the risk factors disclosed by the company and make prudent decisions
Investment decisions.
Jingke Energy Co., Ltd
(No. 1, Jingke Avenue, Shangrao Economic Development Zone, Jiangxi Province)
Initial public offering and listing on the science and Innovation Board
Prospectus
Sponsor (lead underwriter)
(Building 4, No. 66 Anli Road, Chaoyang District, Beijing)
Co lead underwriter
(North block, excellence Times Plaza (phase II), No. 8, Zhongxin Third Road, Futian District, Shenzhen, Guangdong)
Important statement
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 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 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.
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.
Overview of this offering
Type of shares issued: RMB ordinary shares (A shares)
The number of shares issued this time is 2 million shares, accounting for 20.00% 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 senior managers and core employees of the issuer participate in the strategic placement of this public offering through the asset management plan. According to the finally determined issuance price, the number of shares finally allocated to the senior managers, senior managers and core employees of the issuer through the asset management plan is 167562188 shares, According to the strategic placement, the allocated amount is 837810940.00 yuan (excluding the brokerage commission for the placement of new shares). The restricted sale period of the shares allocated to the asset management plan is 12 months, which starts from the date when the shares issued to the public are listed on the Shanghai Stock Exchange.
The sponsor arranges the alternative investment subsidiary China Securities Co.Ltd(601066) established according to law to participate in the strategic placement of the sponsor’s relevant subsidiaries in the strategic placement public offering. The follow-up proportion is 2.00% of the number of shares in the public offering, that is, 40 million shares. China Securities Co.Ltd(601066) the restricted period of the shares allocated to the investment in this strategic placement is 24 months, which starts 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
The issue price per share is RMB 5.00
Issue date: January 17, 2022
Stock exchanges and sectors to be listed Shanghai Stock Exchange Kechuang board
The total share capital after issuance is 1000000 shares
Sponsor (lead underwriter) China Securities Co.Ltd(601066)
Co lead underwriter Citic Securities Company Limited(600030)
Signing date of prospectus: January 21, 2022
Tips on major events
The company specially reminds investors to pay attention to the following important matters and carefully read the text of this prospectus. Unless otherwise specified, the definitions of the abbreviations or terms in the “important matters prompt” part of this prospectus are consistent with the “section I interpretation” of this prospectus.
1、 Special risk tips
The company reminds investors to pay special attention to the following risks in the “risk factors” and carefully read all the contents in “section IV Risk Factors” of this prospectus.
(I) performance decline risk caused by sharp fluctuation of silicon material price
During the reporting period, the net profits attributable to shareholders of the parent company after deducting non recurring profits and losses were 242.8409 million yuan, 113.23495 million yuan, 910.6748 million yuan and 201.1538 million yuan respectively. From January to June 2021, the company’s operating income and net profit attributable to shareholders of the parent company after deducting non recurring profits and losses were 15725530800 yuan and 201153800 yuan respectively, down 0.78% and 56.59% respectively compared with the same period in 2020.
The company’s silicon material purchase price has gradually increased since July 2020, especially since January 2021. In June 2021, the average purchase price of silicon materials of the company was 166.95 yuan / kg, an increase of 253.63% over the lowest point of 47.21 yuan / kg in July 2020. However, there is a certain lag in the price rise of component products to the downstream. The average sales price of the company’s component products fell to the lowest point of 1.53 yuan / W in November 2020, and then the price gradually rebounded, but it can not fully offset the adverse impact of the price rise of raw materials such as silicon. If the company’s silicon material purchase price still keeps a sharp upward trend in the second half of 2021 and subsequent years, it will have a significant adverse impact on the company’s operating performance in 2021 and subsequent years.
(II) risk that the actual controller loses control
The controlling shareholder of the issuer is Jingke energy holdings, a company listed on the New York Stock Exchange. As of June 30, 2021, Li Xiande, Chen Kangping and Li Xianhua jointly held 18.16% of the voting rights of Jingke energy holdings, with a low shareholding ratio. Assuming that Jingke energy holding’s stock convertible bonds are converted into shares and all stock options are exercised, the equity ratio of Jingke energy holding held by Li Xiande, Chen Kangping and Li Xianhua will be further diluted to 16.85%. If other shareholders continue to increase their holdings of shares of Jingke energy holdings through the secondary market, or a third party initiates an acquisition, Jingke energy holdings may face the transfer of control, which may affect the actual controller’s control over the issuer and may have an adverse impact on the issuer’s operation and management or business development.
(III) overseas market operation risk
The company actively promotes the globalization of production and sales, has established overseas production bases in Malaysia and the United States, and has established overseas sales subsidiaries in more than 10 countries around the world, basically realizing global operation. During the reporting period, the company’s overseas business was concentrated in the United States, Europe, Australia, Japan, South Korea and other countries and regions. The products were sold to more than 160 countries and regions around the world, and the overseas sales revenue accounted for more than 80%.
Since November 2011, the US Department of Commerce has initiated anti-dumping and countervailing investigations on crystalline silicon photovoltaic cells from Chinese mainland, whether or not assembled partially or wholly into components, laminate, battery panels or other products (hereinafter referred to as “dual anti investigation products”). Finally, the anti-dumping and countervailing duties were imposed on the dual anti investigation products from Chinese mainland. It shall be paid by the importer who imports the double anti investigation products to the United States. In addition to the above double counter deposit, in January 2018, the United States passed “act 201” and announced the imposition of safeguard measures tariff on global photovoltaic products for a period of four years, with a tax rate of 30% in the first year and a reduction of 5% every year thereafter. From February 2021, the tax rate will be reduced from 20% to 18%; In June 2018, affected by Sino US trade friction, Chinese photovoltaic products (batteries, modules and inverters) were included in the tax list.
During the reporting period, the annual impact of the above double anti investigation and 201 special tariff on the company’s performance is as follows: unit: 10000 yuan
Project: January to June 2021, 2020, 2019, 2018
Net profit 56513.25 104252.67 139652.11 27463.54
Double reverse and 201 tariff impact on cost 47982.81 111381.34 83138.62 18049.37
Including: Double opposition cost impact -22.56 -16122.88 -23203.30 -18272.68
201 impact of tariff on cost 48005.37 127504.22 106341.92 36322.04
After excluding the influence of double reverse and 201 tariff, the net profit is 104496.06 215634.02 222790.73 45512.90
If the company’s overseas production and sales are affected by international political relations, international market environment, legal environment, tax environment, regulatory environment and other factors, and may also be affected by uncertain risk factors such as changes in international relations and irrational competition strategies of relevant countries, the company will face the risk of failure of overseas business operation or loss of overseas operation.
(IV) performance decline risk caused by exchange rate fluctuation
In 2018, 2019, 2020 and January June 2021, the company’s overseas sales revenue was 18556.6758 million yuan, 24459.5714 million yuan, 2738.46071 million yuan and 13181.6717 million yuan respectively, accounting for 76.50%, 83.50%, 82.51% and 85.92% of the main business revenue respectively. The company’s overseas sales are usually settled in foreign currencies such as US dollars and euros. There are short-term fluctuations in the exchange rate of RMB against US dollars and euros during the reporting period, which has an impact on the company’s exchange gains and losses. From January to June in 2020 and 2021, the company’s income from foreign exchange was -341.7024 million yuan and -157.3099 million yuan, accounting for – 1.25% and – 1.19% of overseas sales revenue and – 1.03% and – 1.03% of main business revenue. If the RMB is in a continuous appreciation channel in the future, it will have a significant adverse impact on the operating performance of the company in 2021 and subsequent years.
2、 Silicon for battery business model
The company has a business model of selling silicon chips to third-party battery chip manufacturers (counterparties) and purchasing battery chips at the same time. In order to solve the problem of battery supply, the company sells some self-produced silicon chips to the counterparty to ensure the supply of silicon chip raw materials, and purchases a certain scale of battery chips from the counterparty according to its own needs in the current period, thus forming the “silicon chip for battery chip” business. For details of this business model, please refer to “3. Silicon chip for battery business model” of “(III) issuer’s main business model” in “section VI business and technology” of this prospectus.
3、 Main financial information and operating conditions after the audit deadline of financial report
(I) main operating conditions after the audit deadline
During the period from the audit deadline of the financial report (i.e. June 30, 2021) to the signing date of this prospectus, the company’s business condition is normal, the company’s industry has not undergone significant adverse changes, and the business model, main customers and suppliers, directors, supervisors and core
