Stock abbreviation: Shanghai Aladdin Biochemical Technology Co.Ltd(688179) Stock Code: Shanghai Aladdin Biochemical Technology Co.Ltd(688179) Shanghai Aladdin Biochemical Technology Co.Ltd(688179)
ShanghaiAladdin Biochemical Technology Co.,Ltd.
(No. 809, Chuhua Branch Road, Fengxian District, Shanghai)
Issue convertible corporate bonds to unspecified objects
Prospectus
Sponsor (lead underwriter): Western Securities Co.Ltd(002673)
(room 10000, building 8, No. 319, Dongxin Street, Xincheng District, Xi'an City, Shaanxi Province)
February, 2002
statement
The company 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 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、 Notes on the issuance of convertible bonds meeting the issuance conditions
According to the securities law, the measures for the administration of securities issuance registration of listed companies on the science and Innovation Board (for Trial Implementation) and other relevant regulations, the company's issuance of convertible corporate bonds to unspecified objects meets the legal issuance conditions. 2、 On the credit rating of convertible corporate bonds issued this time
The convertible corporate bonds issued to unspecified objects are rated by CSI PENGYUAN. According to the credit rating report issued by CSI PENGYUAN, the credit rating of Shanghai Aladdin Biochemical Technology Co.Ltd(688179) subject is a +, the credit rating of this convertible bond is a +, and the rating outlook is stable.
During the duration of this convertible bond, CSI PENGYUAN will conduct tracking rating at least once a year. Due to the change of the company's credit rating, the change of the company's operating environment will lead to the increase of the investor's own risk. 3、 The company does not provide guarantee for the issuance of convertible corporate bonds this time
There is no guarantee for the issuance of convertible corporate bonds to unspecified objects. Please pay attention to the cashing risk of this convertible corporate bond due to the lack of guarantee. 4、 The company specially draws investors' attention to the following risks in the "risk factors"
The company specially reminds investors that they should fully understand the investment risks of the science and innovation board market, be sure to carefully read the "section III Risk Factors" of this prospectus, make prudent investment decisions, and especially remind investors to pay attention to the following risk factors: (I) the market share of China's scientific research reagent is mainly occupied by foreign-funded enterprises, the market share of the company's products is low, and the risk of fierce market competition
At present, foreign-funded enterprises control most of the market share of China's scientific research reagent market. Multinational giant enterprises generally reduce competition by means of foreign mergers and acquisitions, while the main body of China's scientific research reagent market is mainly dealers and traders, and most of them tend to quickly expand the market by means of price competition by acting as agents for foreign brands. From 2018 to 2020, the market share of the company in China's scientific research reagent and experimental consumables market was 0.20%, 0.22% and 0.22% respectively, with a low market share. The prevalence of brand agency and the existence of price competition hinder the localization of scientific research reagents, reduce the industry threshold and intensify the enterprise competition to a certain extent. The fierce market competition environment may have an adverse impact on the company's production, operation and profitability. (II) risks of investment projects with raised funds
1. Risk of significant increase in depreciation and amortization after the implementation of raised investment projects
(1) Risk of significant increase in depreciation and amortization after the implementation of the raised investment project
Most of the funds raised this time are used for project investment. After the funds raised this time are in place, the investment in the construction of the company's R & D building, warehouse and equipment will be greatly increased. After the project is completed, the fixed assets and intangible assets will be greatly increased. With the existing accounting policies unchanged, after the raised investment project is put into operation, the company is expected to increase the amount of depreciation and amortization by 187626 million yuan every year, accounting for 8.01% of the company's operating revenue in 2020 and 21.72% of the company's total profit. If the income scale of this raised investment project does not meet the expectations, it will have a certain impact on the company's future performance, The company faces the risk of significant increase in depreciation and amortization after the implementation of raised investment projects.
(2) Risk of significant increase in depreciation and amortization after the implementation of the previous raised investment project
Considering the impact of the previous fund-raising project reaching the expected usable state in 2023, the increase range of the company's fixed assets and intangible assets will be further increased. After the previous raised investment project is put into operation, the company expects to add 185782 million yuan of depreciation and amortization every year, accounting for 7.93% of the company's operating revenue in 2020 and 21.51% of the company's total profit. The implementation of the previous raised investment project will increase the company's depreciation and amortization amount. If the company's profitability does not improve accordingly during this period, It will have a certain impact on the company's future performance, and the company faces the risk of significant increase in depreciation and amortization after the implementation of raised investment projects.
(3) Risk of significant increase in depreciation and amortization after the implementation of this and previous raised investment projects
After the current and previous raised investment projects are put into operation, the company is expected to add 373408 million yuan of depreciation and amortization every year, accounting for 15.94% of the company's operating revenue in 2020 and 43.23% of the company's total profit. If the company cannot continue to expand its sales scale and improve its profitability in the next few years, The company will face the risk of declining performance due to the significant increase in depreciation and amortization after the implementation of the previous and current raised investment projects.
2. Risks related to the construction of Shanghai Aladdin Biochemical Technology Co.Ltd(688179) high purity research reagent R & D center and supporting projects
(1) Risk of R & D failure
The raised investment project plans to develop new reagent varieties in the product line of chemical biological reagents, catalysts, inorganic substances, standard solutions, reactive fluorescent dyes and probes. Due to certain differences between the preparation and detection methods of the above products and the existing products, there are certain uncertainties whether the above projects can be implemented smoothly and mass produced as soon as possible after implementation, The project has the risk of R & D failure and technical reserves can not be transformed.
(2) Risk of failure to obtain land for raised investment projects
As of the signing date of this prospectus, the company has not obtained the land use right for the construction of Shanghai Aladdin Biochemical Technology Co.Ltd(688179) high-purity scientific research reagent R & D center and its supporting projects. If the land for the above-mentioned raised investment project cannot be obtained or delayed due to the change of land policy, poor bidding, auction and listing process and other objective factors, the company will take alternative or transitional measures to purchase other land or rent plants on the basis of meeting the implementation requirements of the raised investment project, so as to ensure the implementation of the raised investment project. The above raised investment projects may face the risk of delaying the implementation or changing the implementation location. If the amount exceeding the land purchase fee in the investment estimate is incurred due to the purchase of additional land or the lease of plant, the company will invest it with its own funds, which will have a certain impact on the company's cash flow.
3. Risks related to the project of high-purity scientific research reagent production base
(1) Risk of capacity digestion and overcapacity
The project is a project to expand production. After the implementation of this project, the company will greatly improve the production site, equipment and quantity, advanced and the number of production personnel, and break several key bottlenecks restricting the company's capacity, and the production capacity will be greatly improved. However, since it is difficult to accurately calculate the company's production capacity, there may be a risk of overcapacity due to the fact that the new production capacity is significantly higher than the predicted output of the project after the raised investment project is completed; At the same time, if the strong stickiness of foreign reagent brands used by scientific researchers leads to great difficulty in domestic substitution, intensified market competition in the industry, rapid changes in downstream R & D hotspots, resulting in a sharp decline in the demand for reagent varieties expanded this time, and e-commerce sales channels cannot meet the market promotion demand of expanded varieties, the sales volume of expanded varieties may not meet the expectation, There is a risk that the new capacity of the project cannot be digested.
(2) Risk that the benefit calculation is less than expected and the gross profit margin decreases
In the benefit calculation of the raised investment project, the product unit price is an important factor affecting the realization of the benefits of the raised investment project. The company has many kinds of scientific research reagent products, and the average sales unit price is greatly affected by the change of the company's product structure. In the benefit calculation of the project, the expected product unit price of the raised investment project is increased by 10% on the basis of the average sales unit price of corresponding categories of products from 2018 to 2020. During the implementation of the raised investment project, if the industry competition intensifies and the downstream market demand changes, the average sales price of the company's products may not meet the expectations, resulting in the decline of the gross profit margin of the products, and there is a risk that the benefit calculation of the high-purity scientific research reagent production base project is less than expected. At the same time, the predicted product gross profit margin of the project is lower than the existing comprehensive gross profit margin of the company, so there is a risk that the comprehensive gross profit margin of the company will decline after the implementation of the project.
4. Risks related to Zhangjiang biological reagent R & D laboratory project
(1) Risk of failure in research and development of related technologies
The main research contents of this raised investment project are related function verification technology of protein biological reagent products such as recombinant protein and recombinant antibody, as well as cytokine expression, modification and labeling technology. Limited by the market scale, capital scale and the number of R & D personnel, the company has not started to develop recombinant protein, recombinant antibody and other biological reagent products in the early stage of development, and has not produced and sold such products at present. In the field of recombinant protein and recombinant antibody, the company has a large gap compared with its competitors in the same industry in terms of research level, talent reserve and hardware facilities. Protein biological reagents have always been the short board faced by the company in the competition. If the recruitment work is not carried out smoothly due to the scarcity of R & D personnel in this field, or the experiment cannot be carried out smoothly due to the delay in the delivery time of relevant imported instruments and equipment, or the company's weak technical reserves lead to the slow improvement of the company's research and experiment level, there will be a great risk in the implementation of raised investment projects, which will lead to the risk of technology R & D failure.
The investment scale of the project is 70 million yuan. If the technology R & D fails, the company will face the situation that the R & D investment of the project is large, but the technology R & D achievements of recombinant protein and recombinant antibody cannot be obtained, which will have a great adverse impact on the development, operation and profitability of the company.
(2) There is a risk that technological achievements cannot be commercialized
The main research contents of this raised investment project are related technologies involved in the production of protein biological reagent products such as recombinant protein and recombinant antibody. Since the construction of this laboratory project is the first time for the company to enter the field of recombinant protein and recombinant antibody products, and no such reagent products have been produced at present, the company cannot guarantee that the research results of this laboratory project can be used to realize the large-scale production of recombinant protein and recombinant antibody biological reagents in the future. Even if the relevant research results can be put into operation smoothly, if the quality and type of products in the future can not meet the market requirements, or can not achieve the expected results in marketing and sales service support, there are certain risks in its commercialization prospect, which will have an adverse impact on the company's operating performance. (III) the risk that the convertible bonds held by the 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
If the investors of Kechuang company are listed on the Kechuang board, the convertible bonds of the company shall not meet the requirements of the management board, and the convertible bonds shall be issued to the investors of Kechuang company. 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 shall be determined by the board of directors authorized by the general meeting of shareholders (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; The conditional redemption price is the face value 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, 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 low redemption price. 5、 Countermeasures and commitments for diluting the immediate return by issuing convertible corporate bonds to unspecified objects
See "(II) important commitments and performance of this offering" in "v. important commitments and performance made by relevant entities during the reporting period" of "section IV basic information of the issuer" of this prospectus for the specific contents of the countermeasures and commitments for diluting the immediate return by issuing convertible corporate bonds to unspecified objects. 6、 Shareholders holding more than 5% of the company's shares or directors, supervisors and senior managers participating in the subscription and issuing commitments (I) shareholders holding more than 5% of the company participating in the subscription and issuing commitments
As of September 30, 2021, the shareholders holding more than 5% of the shares of the company are Xu Jiuzhen and Zhao Liping, who directly hold 27.74% and 14.86% of the shares of the company respectively. In addition, in other enterprises controlled by Xu Jiuzhen and Zhao Liping, Shichuang supply chain holds 1.48% of the shares of the company; Jingzhen culture holds 3.88% of the equity of the company, which is the employee stock ownership platform of the company. Xu Jiuzhen, Zhao Liping, Shichuang supply chain and Jingzhen culture confirmed that they would participate in the issuance and subscription of convertible bonds. The commitments are as follows:
"1. I / we confirm that within six months before the date of issuance of this commitment, I / we do not reduce the shares of the company held by me / us directly or indirectly;
2. If I / our unit before the issuance of convertible bonds
