Special note: after this stock issuance, 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. SEP analytical (Shanghai) Co., Ltd
Room 2f306 and 1f106, building 2, No. 2059, Duhui Road, Minhang District, Shanghai
Prospectus for initial public offering and listing on GEM
Sponsor (lead underwriter)
(No. 689, Guangdong Road, Shanghai)
Overview of this offering
Type of shares issued: RMB ordinary shares (A shares)
The number of shares issued is 30 million, accounting for 25% of the total share capital after the issuance. The shares issued this time are all new shares issued by the company, and do not involve the public offering of shares by the company's shareholders
The par value of each share is RMB 1.00
The issue price per share is 20.08 yuan / share
Issue date: January 19, 2022
The stock exchange to be listed and the gem of Shenzhen Stock Exchange
The total share capital after issuance is 120 million shares
Sponsor (lead underwriter) Haitong Securities Company Limited(600837)
Signing date of prospectus: January 25, 2022
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.
Tips on major issues
The company specially reminds investors to pay attention to the following matters and risks of the company and this offering, and invites investors to carefully read the text of this prospectus. 1、 Special risk factors (I) risk of negative impact on public credibility and brand
As a third-party testing organization, credibility and brand are the core competitiveness of the company and the basis of long-term and stable development. If the business quality is not controlled properly and adverse events that damage the company's brand and credibility occur, it will affect the company's business expansion and business performance, and even risk the suspension of business qualification, which will have an adverse impact on the company's sustainable operation ability. (II) risk of single main business
Since its establishment, the company has been focusing on the environmental testing business with soil and groundwater testing as the core. In each period of the reporting period, the proportion of the company's soil and groundwater detection income in the main business income was 98.15%, 95.69%, 94.73% and 91.81% respectively. During the reporting period, although the company's testing business expanded to other fields such as water quality, gas and food safety, due to the short time to enter the above business fields, and the comprehensive coverage of testing parameter qualification and sales network and high-quality talent reserve need to be accumulated for a long time, the company is difficult to establish social credibility in the above subdivided fields in the short term, and has not formed a scale. Therefore, if the development of soil and groundwater testing business is blocked, it will have an adverse impact on the operation and development of the company. (III) risk of intensified market competition
China's testing industry has large market space and fast development speed. By the end of 2020, there were 48919 inspection and testing institutions in China, with a year-on-year increase of 11.16%; There were 1411900 employees, a year-on-year increase of 9.90%; 567 million inspection and testing reports were issued throughout the year, with a year-on-year increase of 7.59%; The annual revenue was 358.592 billion yuan, a year-on-year increase of 11.19%. With the deepening of the marketization of China's testing industry and the increasing number of testing institutions, the market competition in the testing industry is becoming increasingly fierce. In the face of fierce market competition, the company may have the risk of increasing the difficulty of developing new markets and the existing market share being occupied by competitors, which will have an adverse impact on the company's operation and development.
(IV) risk of gross profit margin decline
The issuer's soil and groundwater testing business is one of the relatively emerging market fields in the testing industry. In recent years, with the promulgation of relevant laws and regulations on soil pollution prevention and control, the detection of soil and groundwater has risen rapidly and the market scale has increased rapidly.
In each period of the reporting period, the gross profit margin of the company's main business was 62.90%, 60.44%, 45.03% and 40.04% respectively, showing a downward trend. On the one hand, the rapid development of the soil and groundwater testing industry has attracted the participation of competitors, resulting in a decrease in the market price. The issuer has adjusted the testing price in line with the industry trend; On the other hand, in order to seize the opportunity of the rapid development of the industry, the issuer set up new laboratories in many places, and the laboratory capacity has not been released, which correspondingly increased the operating cost. The decline of testing price and the rise of operating cost led to the decline of the issuer's gross profit margin during the reporting period. In the future, if the market space of soil and groundwater testing industry is significantly narrowed and the market competition is increasingly fierce, the testing price of the issuer may further decline; If the issuer loses its core competitiveness and obtains orders less than expected, the cost will rise further. The above factors expose the issuer to the risk of decline in gross profit margin in the future.
(V) risk of performance decline
The operating income of the issuer in 2020 was 359.8999 million yuan, an increase of 61.9414 million yuan or 20.79% over the previous year, and the net profit in 2020 was 50.9203 million yuan, a decrease of 25.1841 million yuan or 33.09% over the same period of the previous year. The main reasons for the year-on-year decline of the issuer's performance in 2020 are: the price decline caused by the intensification of market competition; Newly built and expanded laboratories, the insufficient scale effect in the initial stage of laboratory construction leads to the short-term rise of sample testing cost, which is caused by the comprehensive impact.
The issuer focuses on the environmental testing business with soil and groundwater testing as the core. If there are major adverse changes in the industrial policies of soil and groundwater testing, the market competition is further intensified, the testing price is further reduced, or the issuer loses its competitive advantage, the order is less than expected, and the cost rises sharply, The above factors pose a risk of further decline in the issuer's performance in 2021. (VI) risk of changes in policies and industry standards
The policy orientation of the testing industry is strong, and the government's industrial policy affects the development speed and direction of the industry. With the gradual liberalization of the government's administrative supervision over the testing service market and the introduction of a series of laws, regulations and industrial policy documents, the company has developed rapidly in recent years. However, if there are adverse changes in the existing industrial policies, market access rules and qualification certification standards, it may have an adverse impact on the operation and development of the company.
(VII) covid-19 pneumonia epidemic risk
Since the outbreak of covid-19 pneumonia, in order to timely control the spread of the epidemic and the increase of the number of infections, China has urgently launched a first-class response to major public health emergencies, resulting in the delay of the company's resumption of work and business stagnation in the first quarter. At present, the epidemic situation in China has been effectively controlled, but there are still a few imported cases in China due to the spread of the epidemic abroad. If the epidemic situation further repeats or intensifies, it may have a certain adverse impact on the operation of the company. On January 3, 2021, as the epidemic situation became more severe, Shijiazhuang, Hebei Province announced that it had entered a "wartime state", and the city implemented closed-loop control. Affected by quarantine measures, traffic control and other epidemic prevention and control measures, the procurement, testing and sales of Hebei Shipu, a subsidiary of the issuer, have been affected to a certain extent. In 2020, Hebei Shipu's revenue and net profit were 36.6509 million yuan and 8.7374 million yuan respectively, accounting for 9.30% and 17.16% of the consolidated operating revenue and net profit of the year respectively. On January 19, 2021, the closed management of Shijiazhuang has been lifted, and Hebei Shipu has gradually returned to work and production. If the epidemic situation in Shijiazhuang repeats in the future, it may have a certain adverse impact on the operation of Hebei Shipu.
On July 20, 2021, the epidemic broke out at Lukou Airport in Nanjing, Jiangsu Province, showing a trend of spread, and the city implemented strict control. Affected by quarantine measures, traffic control and other epidemic prevention and control measures, the procurement, testing and sales of Jiangsu Shipu, a subsidiary of the issuer, have been affected to a certain extent. Jiangsu Shipu's revenue and net profit in 2020 were 61.5791 million yuan and 3.441 million yuan respectively, accounting for 15.63% and 6.76% of the issuer's consolidated operating revenue and net profit in the current year, respectively. On August 15, 2021, Nanjing has lifted the closed management, and Jiangsu Shipu has gradually returned to work and production. If the epidemic situation in Nanjing repeats in the future, it may have a certain adverse impact on the operation of Jiangsu Shipu. (VIII) risk of error and deviation of inspection and detection results
If the issuer causes the error, deviation or other consequences of the inspection and testing results due to its own reasons, it shall bear the corresponding interpretation, recall or compensation liability. In case of environmental pollution, safety production accidents and casualties caused by the error or deviation of inspection and detection results, the issuer may face civil liability and administrative punishment, and there may be the risk of compensation to customers or third parties. The issuer may face the risk of criminal liability if it deliberately provides false supporting documents knowing that there are errors and deviations in the test results. (IX) risk of bad debts of accounts receivable
At the end of each reporting period, the balance of accounts receivable of the company was 79.5085 million yuan, 176.6295 million yuan, 244.5904 million yuan and 267.9445 million yuan respectively, accounting for 44.74%, 59.30%, 68.20% and 163.74% of the main business income of the current period, of which accounts receivable aged more than 1 year accounted for 7.10%, 10.88%, 24.90% and 24.29% of the balance of accounts receivable of the current period respectively; At the end of each reporting period, the overdue amount of the company's accounts receivable was 5.3108 million yuan, 17.1238 million yuan, 58.7442 million yuan and 65.8651 million yuan respectively. With the expansion of the company's business scale, the company's accounts receivable balance, accounts receivable balance of more than 1 year and overdue amount show an increasing trend year by year. If the company's receivables collection measures are unfavorable in the future, the development situation of downstream industries or the operation of major customers change significantly, and the company's receivables cannot be recovered in time and in full, the company will face the risk of large amount of bad debts of receivables, which will have an adverse impact on the company's economic performance and financial status. 2、 Important commitments made by relevant entities of this issuance
The company reminds investors to carefully read the important commitments made by the company, shareholders, directors, supervisors, senior managers, other core personnel, as well as the sponsors and securities service institutions of this offering, the binding measures for failing to fulfill the commitments and the performance of the commitments that have triggered the fulfillment conditions, For specific commitments, please refer to "II. Commitments related to investor protection" in the "annex to section 13" of this prospectus. 3、 Main financial information and operating conditions after the audit deadline of financial report
The audit deadline of the issuer's financial report is June 30, 2021. From the audit deadline of the financial report to the signing date of this prospectus, the issuer's business condition is normal and basically consistent with the industry trend. The issuer's business model, procurement scale and price of main raw materials, production model, sales scale and price of main products, composition of main customers and suppliers and main tax policies have not changed significantly, and there are no other major matters that may affect the judgment of investors.
(I) main financial information and operating conditions from January to September 2021
Tianzhi international reviewed the company's consolidated and parent company's balance sheet on September 30, 2021, consolidated and parent company's income statement, consolidated and parent company's cash flow statement, consolidated and parent company's statement of changes in owner's equity and notes to financial statements from January to September, 2021, and issued the review report (Tianzhi Zi [2021] No. 42501).
According to the review opinions, Tianzhi International did not notice anything to make it believe that the financial statements were not prepared in accordance with the accounting standards for business enterprises and failed to fairly reflect the company's financial position, operating results and cash flow in all major aspects.
The main business data reviewed by the company from January to September 2021 are as follows:
Unit: 10000 yuan
Project 2021 2020 2021 2020
