Stock abbreviation: Guangzhou Jet Bio-Filtration Co.Ltd(688026) Stock Code: 688026 Guangzhou Jet Bio-Filtration Co.Ltd(688026)
Guangzhou Jet Biofiltration Co.,Ltd.
(No. 1, doutang Road, Yonghe Economic Zone, Guangzhou Economic and Technological Development Zone)
Issue convertible to unspecified objects
Corporate bond prospectus
(Registration draft)
Sponsor (lead underwriter)
(No. 8, Puming Road, China (Shanghai) pilot Free Trade Zone)
February, 2002
Issuer statement
All directors, supervisors and senior managers of the company 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 for their 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 organization shall ensure that the financial and accounting materials in the prospectus are true and complete.
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 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.
Once any investor holds the bonds through subscription, transaction, transfer, inheritance or other legal means, it shall be deemed to agree to the trustee agreement, rules of bondholders' meeting and other relevant agreements on the rights and obligations of the issuer, bondholders, bond trustee and other subjects in this prospectus.
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 securities 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 price of securities after the issuance of securities according to law.
Tips on major issues
The company specially reminds investors to pay attention to the following major matters or risk factors, and carefully read the relevant chapters of this prospectus. 1、 The risk that the convertible bonds held by the company's convertible bond investors who do not meet the appropriateness requirements of the stock investors of the science and innovation board cannot be converted into shares
The company's issuance of convertible corporate bonds to unspecified objects this time, and the investors participating in the conversion of convertible bonds into shares shall meet the suitability management requirements of stock investors on the science and innovation board. If the holders of convertible bonds fail to meet the requirements for the appropriateness management of stock investors on the science and innovation board, the holders of convertible bonds will not be able to convert their convertible bonds into company shares.
The company has set redemption terms for this issuance of convertible bonds, including maturity redemption terms and conditional redemption terms. The maturity redemption price is determined by the board of directors (or the person authorized by the board of directors) through consultation with the sponsor (lead underwriter) according to the market conditions at the time of issuance, and the conditional redemption price is the face value plus the accrued interest for the current period. If the holders of the company's convertible bonds do not meet the suitability requirements of the stock investors of the science and innovation board, and the convertible bonds they hold are facing redemption, considering that the convertible bonds they hold cannot be converted into the company's shares, if the redemption price determined by the company according to the redemption terms agreed in advance is lower than the price (or cost) of the convertible bonds obtained by the investors, Investors are at risk of loss due to the low redemption price.
The company has set up repurchase terms for convertible bonds issued this time, including conditional repurchase terms and additional repurchase terms. The repurchase price is the face value of the bonds plus the accrued interest of the current period. If the holders of the company's convertible bonds do not meet the suitability requirements of the stock investors of the science and innovation board, on the premise of meeting the resale terms, the holders of the company's convertible bonds require to resell all or part of the convertible corporate bonds held by them to the company at the face value of the bonds plus the accrued interest of the current period, The company will face greater pressure on the capital for the resale and cashing of convertible corporate bonds, and there are risks affecting the production and operation of the company or the normal implementation of raised investment projects. 2、 On the credit rating of convertible corporate bonds issued by the company this time
The company hired China Securities PENGYUAN to conduct credit rating for the convertible corporate bonds issued this time. The credit rating of Guangzhou Jet Bio-Filtration Co.Ltd(688026) subject is a +, the credit rating of convertible corporate bonds this time is a +, and the rating prospect is stable. During the duration of the convertible corporate bonds issued this time, the rating agency will conduct tracking rating at least once a year. If the credit rating of convertible corporate bonds is lowered due to factors such as the external business environment, the company's own situation or the change of rating standards, it will increase the investment risk of investors and have a certain impact on the interests of investors. 3、 Explanation on no guarantee provided for this issuance
There is no guarantee for the issuance of convertible bonds to unspecified objects this time. Please note that the convertible corporate bonds may have cashing risk due to the lack of guarantee. 4、 On the scale of convertible corporate bonds issued by the company
According to the plan for issuing convertible corporate bonds to unspecified objects announced by the company on August 21, 2021, the total amount of funds raised by the convertible bond plan of the company shall not exceed RMB 440 million (including this amount), and the specific amount of funds raised shall be determined by the board of directors (or the person authorized by the board of directors) authorized by the general meeting of shareholders within the above limit.
Before the issuance of convertible bonds, the company will finally determine the total amount of funds raised for the issuance of convertible bonds according to the index status of net assets attributable to the shareholders of the listed company at the end of the most recent period, so as to ensure that it does not exceed the upper limit of 50% of the net assets attributable to the shareholders of the listed company at the end of the most recent period. 5、 Special risk tips (I) technical risks
1. Risk that continuous R & D and innovation fail to translate into business results
The issuer has always attached importance to the investment in the continuous R & D and innovation of products and technologies. Due to the possible deviation of the issuer's judgment on the development trend of the industry, there is a certain uncertainty in the R & D and market cultivation of new products, which may lead to the situation that the new products formed by the issuer's continuous R & D and innovation are not accepted by the market, It makes the company face the risk that continuous R & D and innovation cannot be transformed into operating results, which affects the company's operating performance.
2. Risks of technology upgrading and product upgrading
Biological laboratory consumables are mainly used for cell culture and harvest, biological experiment pipetting, biomolecular filtration and separation, organic solution storage, etc. The continuous development of biotechnology puts forward higher requirements for the performance of laboratory consumables as basic tools. For example, the application of biological laboratory consumables may require special modification of materials to have some specific properties to meet the special requirements of biological culture. The progress of biotechnology accelerates the upgrading of laboratory consumables products and promotes the continuous development of new technologies and products in the industry. If the company cannot accurately judge the market's new demand for biotechnology development trend and products in the future, or fails to grasp the new key technologies required by the new demand in time, the company will face the risk of declining product competitiveness. (II) operational risk
1. New product marketing risk
The company has always attached importance to the investment in continuous R & D and innovation of products and technologies, and continuously launched new products by relying on its own technology. However, it takes a certain time for new products to achieve large-scale sales, and the contribution of new products to the company's profits in the short term is limited.
Therefore, there may be a risk that the new products are not well marketed and cannot be sold on a large scale.
2. China market expansion risk
At present, China's biological laboratory consumables market is still dominated by imported brand products. Due to the first mover advantage, technical advantage and brand advantage of imported brand products, the situation that the Chinese market is occupied by imported brand products is expected to last for a long time, and the developer may not be able to rapidly and significantly expand the Chinese market share. The issuer faces the risk of expanding the Chinese market, which may affect the issuer's future business performance growth. 3. Overseas sales risk
The company's products are exported to more than 40 countries and regions such as the United States, Germany, the United Kingdom, Australia, India, Brazil and Argentina. During the reporting period, the company's export sales accounted for a large proportion. Today's world political and economic situation is complex and changeable, and there are uncertainties in the changes of the company's overseas market's political and economic environment, legal environment, trade industrial policy and the overall international trade environment. If the political environment of relevant countries deteriorates, the trade environment is poor, or the implementation of laws and policies that have an adverse impact on the company's transactions, the company's overseas market business will face greater legal risks, which may have a greater impact on the company's operating performance. Especially since 2018, the Sino US trade dispute has kicked off, and the competitiveness of the company's products exported to the United States has been adversely affected, which may lead to the decline of the company's sales in the U.S. market, and then affect the company's operating performance.
4. Raw material price fluctuation risk
The main raw materials required for the production of the company are polystyrene (GPPS), polypropylene (PP), polyethylene (PE) and other plastic raw materials. During the reporting period, direct materials accounted for 58.60%, 61.78%, 49.64% and 49.23% of the company's main business costs respectively. The price fluctuation of main raw materials will directly affect the company's product cost and operating performance. Polystyrene (GPPS), polypropylene (PP) and polyethylene (PE) are derivatives of oil, and their price trend is closely related to the fluctuation of upstream oil price. Since 2016, the international oil market has warmed up. Except for the downward adjustment of oil price affected by covid-19 epidemic in 2020, the overall price still shows an upward trend, If the rise in upstream oil prices leads to the rise in the price of main raw materials, and the company cannot timely and effectively deal with the pressure of rising raw material prices, it will have an adverse impact on the profitability of the company, and the company is faced with the risk of adverse impact on the operating results caused by the fluctuation of raw material prices.
5. Risks caused by power restriction policy
In response to the policy of "dual control of energy consumption", local governments have successively issued policies related to power and production restriction. On September 26, 2021, Guangdong Provincial Energy Bureau and Guangdong power grid issued the proposal on orderly and economical power consumption to power users in the province, proposing that all units in the province use electricity in an orderly and economical manner. Guangzhou Jet Bio-Filtration Co.Ltd(688026) has not been affected by the policies related to power and production restriction.
Although the company is not a high energy consuming and high emission enterprise, if other local power and production restriction policies are further issued, if the company is included in the list of power and production restriction objects, the normal production and operation of the company may be affected. In addition, the power and production restriction policy may affect the upstream and downstream enterprises of the company, resulting in insufficient supply of raw materials or decline in market demand, which makes the company face production and operation risks.
6. Risk of exchange rate fluctuation
At present, the global biological experiment consumables market is still dominated by European and American developed countries, so the company's sales revenue mainly comes from foreign markets. During the reporting period, the company's export revenue was 159499500 yuan, 188702600 yuan, 242.4792 million yuan and 508890200 yuan respectively, accounting for 77.65%, 76.96%, 48.68% and 81.31% of the main business revenue respectively. The company's export revenue is mainly denominated in US dollars, and the exchange rate fluctuation of RMB against US dollars may have a certain impact on the company's production and operation. During the reporting period, the exchange gains and losses of the company due to exchange rate changes were -2022600 yuan, - 1585300 yuan, 10404700 yuan and 3744200 yuan respectively. At present, the proportion of overseas sales of the company is still high, and the company has no foreign exchange hedging mechanism. If the fluctuation range of RMB exchange rate increases in the future, it may have a certain adverse impact on the operating performance of the company.
7. Risks of relative concentration of customers and dependence on major customers
The company's main customers are relatively concentrated, and the proportion of sales is relatively high. The company has the risk of relying on main customers. In the future, if the company cannot meet the needs of major customers in terms of technology improvement and innovation, quality assurance and operation management, or there are factors affecting the cooperative relationship between the company and major customers, such as disputes, changes in national industrial policies, or major adverse changes in customers' business conditions, the company will face the risk of decline in business performance.
8. Business risk of protective products, legal dispute risk and accrued asset impairment risk
During the outbreak of covid-19 pneumonia, the company quickly expanded the mask production line and invested a lot of money to purchase the materials and equipment required for the production of protective products. However, with the gradual and effective control of the epidemic in China and the expansion of the production capacity of protective products, the relationship between supply and demand in the protective products market has been reversed during the post epidemic period, and the market demand for protective products has declined rapidly. On the one hand, the company's protective products business is expected to be difficult to maintain high-speed growth, which may have an impact on the operating performance, On the other hand, factors such as the termination risk of the company's previous undelivered orders with customers, the settlement or delivery risk of undelivered purchase orders with suppliers, and the reduction of order volume led to the failure to make full use of a large number of production equipment invested by the company in the previous period and the increase of inventory at the end of the reporting period, As a result, the company may have risks such as legal disputes and asset impairment. (III) risks related to raised investment projects
1. The risk of whether the new production increase of the investment project with raised funds can be digested in time
The company's fund-raising investment project "biological laboratory consumables production line upgrading intelligent manufacturing project" will meet the rapidly growing market demand. After the completion of the project, the production capacity of consumables in the company's biological laboratory will be significantly improved. The company expects that the life science industry will maintain stable growth, and the market demand can digest the new production capacity after the raised investment project is completed. The implementation of the project can further improve the core competitiveness and market share of the company's products, and bring good economic benefits to the company. However, if there are significant adverse changes in market demand or economic environment, resulting in the company's market expansion not reaching the expectation, it will have a significant impact on the company's capacity digestion, resulting in the failure of the investment project with raised funds to achieve the expected income.
2. Market development risk of raised investment project products
Although the products produced by the raised funds investment project are mainly the company's existing mature products, and the company is actively exploring the market for the products of the raised funds investment project, and the company's existing marketing network can also provide greater support for the promotion and sales of the above products, the market promotion may still not meet the requirements of rapid expansion of production capacity in a short period of time, Make product sales face certain risks.
3. Construction and implementation risks of raised investment projects
The project invested by the raised funds has been fully demonstrated by the company, but the demonstration is an investment decision made based on the current national industrial policy, industry development trend, customer demand changes and other conditions. In the actual operation process of the project, the market itself has other uncertain factors, which may still make the project face certain market risks after its implementation. If the raised funds are not available in time, the project implementation is delayed, and the market environment
