Securities abbreviation: Zhanjiang Guolian Aquatic Products Co.Ltd(300094) securities code: 300094 Zhanjiang Guolian Aquatic Products Co.Ltd(300094)
Zhanjiang Guolian Aquatic Products Co.,Ltd.
(address: No. 6, Gongye Avenue, Huayu Industrial Transfer Industrial Park, Huangpo town (Wuchuan), Wuchuan City, Zhanjiang City, Guangdong Province)
Prospectus for issuing A-Shares to specific objects in 2021
(application draft)
Sponsor (lead underwriter): Huafu Securities Co., Ltd
(address: 3 / F, 4 / F and 5 / F, 1# building, No. 27, Guping Road, Gulou District, Fuzhou City, Fujian Province) December, 2012
Company statement
The company and all directors, supervisors, senior managers, controlling shareholders and actual controllers promise that there are no false, misleading statements or major omissions in this 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 (Accounting Supervisor) shall ensure that the financial and accounting reports in the prospectus are true and complete.
Any decision or opinion made by China Securities Regulatory Commission and Shenzhen Stock 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.
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 securities prices after securities are issued according to law.
Important tips
The words or abbreviations in this part have the same meanings as those in the "interpretation" of this prospectus.
1. The issues related to the issuance of shares to specific objects have been deliberated and approved at the seventh meeting of the Fifth Board of directors and the third extraordinary general meeting of shareholders in 2021. The issuance of shares to specific objects needs to be subject to the corresponding procedures of Shenzhen Stock Exchange and CSRC.
2. There are no more than 35 (including 35) issuers of shares to specific objects this time, which are legal persons, natural persons or other legal investment organizations that meet the conditions stipulated by the CSRC. Securities investment fund management companies, securities companies, qualified foreign institutional investors and RMB qualified foreign institutional investors who subscribe for more than two products under their management shall be regarded as one issuance object; As the issuing object, trust companies can only subscribe with their own funds.
The subscription object of this issuance of shares to specific objects has not been confirmed. The final issuance object shall be authorized by the general meeting of shareholders of the company. After the application for this issuance is reviewed and approved by Shenzhen Stock Exchange and approved by CSRC for registration, the board of directors shall, in accordance with the conditions stipulated by CSRC, Shenzhen Stock Exchange and the plan for issuing A-Shares to specific objects Zhanjiang Guolian Aquatic Products Co.Ltd(300094) , It shall be determined through negotiation with the sponsor (lead underwriter) according to the bidding results. All investors subscribe for the shares issued by the company at the same price and in cash. If there are new provisions in national laws and regulations, the company will adjust according to the new provisions.
3. This issuance adopts the bidding method, and the pricing benchmark date of this issuance is the first day of the issuance period. The issue price shall not be less than 80% of the average trading price of the company's shares on the twenty trading days before the pricing benchmark date (average trading price of shares on the twenty trading days before the pricing benchmark date = total trading volume of shares on the twenty trading days before the pricing benchmark date / total trading volume of shares on the twenty trading days before the pricing benchmark date).
The final issue price of this offering will be determined by the board of directors of the company and the sponsor (lead underwriter) in the form of bidding in accordance with the provisions of relevant laws, regulations, rules and normative documents after the company's application for this offering is reviewed and approved by Shenzhen Stock Exchange and the decision of consent to registration made by China Securities Regulatory Commission. If there are new provisions in national laws and regulations, the company will adjust according to the new provisions.
In case of ex right and ex interest matters such as dividend distribution, share distribution and conversion of capital reserve into share capital from the pricing base date to the issuance date, the issuance price will be adjusted accordingly.
The total amount of funds raised in this issuance shall not exceed 1 billion yuan (including 1 billion yuan), which will be used for the following projects after deducting the issuance expenses:
Unit: 10000 yuan
No. project name total project investment amount of raised funds to be invested
1 item 25299.4520000.00 of central kitchen of Guangdong Gome Aquatic Food Co., Ltd
2. Aquatic products deep processing 60171.5150000.00 expansion project of Guolian (Yiyang) Food Co., Ltd
3. Supplementary working capital 30000.0030000.00
Total 115470.96100000.00
Before the funds raised in this offering are in place, the company will invest with self raised funds according to the actual situation of the investment projects with raised funds, and replace them after the raised funds are in place. After the raised funds are in place, if the net amount of the actual raised funds after deducting the issuance expenses is less than the total amount of the proposed raised funds, within the scope of the investment projects of the raised funds in this issuance, the company will adjust and finally determine the specific investment projects, sequence and specific investment amount of each project according to the actual amount of the raised funds and the priorities of the projects, The insufficient funds raised shall be raised by the company itself.
5. The number of shares issued to specific objects this time shall be determined by dividing the total amount of raised funds by the issue price. Meanwhile, the number of shares issued this time shall not exceed 273687694 shares (including this number), and shall not exceed 30% of the total share capital of the company before this issue. The final issuance quantity will be determined by the board of directors of the company through consultation with the sponsor (lead underwriter) of the issuance according to the authorization of the general meeting of shareholders of the company and the actual situation at the time of issuance after the issuance application is reviewed and approved by Shenzhen Stock Exchange and approved by China Securities Regulatory Commission for registration. If the total number of shares issued this time is adjusted due to changes in regulatory policies or in accordance with the requirements of the issuance approval documents, the number of shares issued this time will be adjusted accordingly.
During the period from the announcement date of the resolution of the board of directors to the issuance date, in case of any change in the company's shares caused by dividend distribution, share distribution, conversion of capital reserve into share capital, share repurchase and cancellation, the upper limit of the number of shares issued this time will be adjusted accordingly.
6. After the completion of this offering, the equity distribution of the company meets the listing requirements of Shenzhen Stock Exchange and will not lead to non-compliance with the conditions for stock listing. As of the date of issuance of this prospectus, the total share capital of the listed company is 912292315 shares; Guotong investment directly holds 157901642 shares of the company, with a shareholding ratio of 1.97%. Meanwhile, as the largest shareholder of Guotong investment and Guanlian international, Mr. Li Zhong indirectly controls 235631192 shares of the company through Guotong investment and Guanlian international, controlling 253569797 shares in total, with a shareholding ratio of 27.80%, and is the actual controller of the listed company.
After the completion of this offering, assuming that the maximum number of shares issued is 273687694, the total share capital of the listed company will become 1185980009 shares, Guotong investment holds 13.31% and Mr. Li Zhong controls 21.38%.
Since the total number of shares held by a single issuer and its concerted actors after subscribing for the shares issued this time shall not exceed 12% of the total share capital of the company after the completion of this issuance. After the issuance, Guotong investment is still the controlling shareholder of the listed company, and Mr. Li Zhong is still the actual controller of the listed company. Therefore, this issuance will not lead to changes in the control of the listed company.
7. The shares issued to specific objects this time shall not be transferred in any way within 6 months from the date of the end of this issuance. If there are other provisions on the sales restriction period in laws, regulations and normative documents, such provisions shall prevail.
The shares derived from the shares issued by the company obtained by the issuing object based on this exchange due to the company's distribution of stock dividends and the conversion of capital reserves shall also comply with the above stock locking arrangements. The reduction of the company's shares obtained by the issuing object due to this issuance after the expiration of the sales restriction period shall also comply with the relevant provisions of laws, regulations, rules, normative documents, relevant rules of the exchange and the articles of association.
8. The accumulated undistributed profits of the company before the issuance of shares to specific objects shall be shared by new and old shareholders after the completion of the issuance.
9. After the issuance of shares to specific objects is completed, there is a risk of decline in the company's earnings per share in the short term. Investors are hereby reminded to pay attention to the risk of diluting shareholders' immediate return by issuing shares to specific objects. Although the company has formulated measures to fill in the return in response to the risk that the immediate return is diluted, the measures to fill in the return do not guarantee the company's future profits. Investors should not make investment decisions on this basis. If investors make investment decisions on this basis and cause losses, the company will not be liable for compensation and will draw the attention of the majority of investors. 10. The main risk factors related to the issuance to specific objects mainly include the implementation risk of the project invested by raised funds, the risk that the production capacity cannot be fully digested after the implementation of the project invested by raised funds, the risk that the project invested by raised funds will lead to the decline of the company's return on net assets, the dilution of earnings per share, the reduction of dividends of original shareholders and the dilution of voting rights in the short term, etc. the details are as follows:
(1) Implementation risk of investment projects with raised funds
The investment project of the company's raised funds in this issuance has been fully demonstrated. The investment decision is made based on the current industrial policy, the company's development strategy, the market environment outside China, customer demand and other conditions. This issuance will enhance the company's overall capital strength, reduce the company's financial risk, and comprehensively expand and strengthen the existing core business, It is of great significance to increase the investment in prefabricated dishes and lay a foundation for extending into the new field of food consumption. However, the implementation of the investment project with raised funds still has the following risks:
The company's main raw materials include crayfish, tilapia, South American white shrimp, etc. affected by many factors such as local breeding success rate, supply and demand relationship, exchange rate fluctuation and so on, the price and supply stability of raw materials fluctuate greatly. Fluctuations in raw material prices and supply instability will cause fluctuations in the company's gross profit margin. After the completion of the raised investment project, the production capacity will be further improved and the requirements for raw materials will be further improved. If the raw materials can not meet the company's demand in time or the price fluctuates sharply, it will have a certain impact on the company's operation.
(2) Risk that the production capacity cannot be fully digested after the implementation of the raised investment project
After the company's fund-raising project is completed, Gome aquatic products central kitchen construction project will add an annual production capacity of 4000 tons of shrimp dumplings, 10000 tons of grilled fish, 4000 tons of shrimp slides, 1000 tons of pickled fish, 2500 tons of rice noodles marine food and 2500 tons of fried aquatic products; The project of Guolian (Yiyang) Food Co., Ltd. will increase the annual production capacity of 15300 tons of crayfish and 29700 tons of fish deep-processing products. The above raised investment projects of the company have been fully demonstrated. The project construction is based on the current development strategy of the company, market environment outside China, market capacity, customer demand and other conditions. The company comprehensively considers the existing sales channels, customer resources, market expansion ability and other factors, but in the actual operation process, Due to the uncertain factors of the market itself, if the company fails to make further progress in product market development and the development of the Chinese market is less than expected, it may still face the risk that the production capacity cannot be fully digested after the investment project is completed.
(3) In the short term, raised investment projects lead to the decline of the company's return on net assets, the dilution of earnings per share, the reduction of dividends of original shareholders and the dilution of voting rights
There is a certain construction period for the company to issue shares to specific objects to raise funds for the investment project. The benefits of the project are uncertain and need to be gradually reflected after being put into operation. It is difficult to achieve synchronous growth of operating income and net profit in the short term. Therefore, the company has the risk of decline in return on net assets and dilution of earnings per share in the short term. In the future, with the continuous operation and steady development of the company, the return on net assets and earnings per share of the company will gradually rise.
After this issuance, the net assets and total share capital of the company will be greatly increased. This issuance will also lead to the risk of reducing the dividends of the original shareholders and diluting the voting rights of the company. In the future, the company will strictly implement the profit distribution policy and further improve the future return plan of shareholders; At the same time, listen to the opinions and suggestions of shareholders, especially small and medium-sized shareholders, in the operation and management decisions of the company in the future.
In addition to the above main risks, other risks closely related to this offering and the issuer itself are detailed in "section V risk factors related to this offering" in this prospectus.
catalogue
The company declares that 2 important tips 3 interpretation 10 I. General terms 10 II. Technical terms Section 1 basic information of the issuer 13 I. Basic information of the issuer 13 II. Ownership structure, controlling shareholders and actual controllers
