Jolywood (Suzhou) Sunwatt Co.Ltd(300393)
Jolywood (Suzhou) Sunwatt Co., Ltd.
The Youth Road gem of Changkun Industrial Park, Shajiabang Town, Changshu City, Jiangsu Province issued A-share shares to specific objects
Prospectus (application draft)
Sponsor (lead underwriter)
November, 2001
Issuer statement
This prospectus is prepared in accordance with the requirements of the standards for the content and format of information disclosure by companies publicly offering securities No. 37 - application documents for securities issuance by companies listed on GEM (revised in 2020), the standards for the content and format of information disclosure by companies publicly offering securities No. 36 - prospectus and issuance report of securities issued by companies listed on GEM to specific objects (revised in 2020), etc.
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 guarantee the authenticity, accuracy and completeness of the information disclosed.
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 data 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.
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.
Important tips
1. The issuance of shares to specific objects has been reviewed and approved by the 13th meeting of the Fourth Board of directors and the fifth extraordinary general meeting of shareholders in 2021. It can be implemented only after it is reviewed and approved by Shenzhen Stock Exchange and the registration document approved by China Securities Regulatory Commission.
2. 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 to specific objects this time shall not exceed 30% of the company's total share capital of 1089627358 shares before the issuance to specific objects, that is, 326888207 shares (including this number).
Within the above scope, the board of directors of the company shall, in accordance with the authorization of the general meeting of shareholders, negotiate with the sponsor (lead underwriter) to determine the final issuance quantity according to the subscription quotation of the issuing object in accordance with the issuance plan after the issuance is reviewed and approved by Shenzhen stock exchange and approved by China Securities Regulatory Commission.
3. The pricing benchmark date of this issuance of shares to specific objects is the first day of the issuance period. The issuing price shall be no less than 80% of the average trading price of the company's shares 20 trading days before the pricing benchmark date (the calculation formula is: average trading price of shares 20 trading days before the pricing benchmark date = total trading volume of shares 20 trading days before the pricing benchmark date ÷ total trading volume of shares 20 trading days before the pricing benchmark date, and the calculation result shall be kept to two decimal places and rounded up). If the company's shares have ex right and ex interest matters such as dividend distribution, share distribution, conversion of capital reserve into share capital, additional issuance of new shares, allotment of shares from the pricing benchmark date to the issuance date, the issuance price of shares issued to specific objects will be adjusted accordingly.
4. There are no more than 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 final issuing object will be determined by the board of directors of the company through consultation with the sponsor (lead underwriter) according to the subscription quotation of the issuing object after the issuance application is reviewed and approved by Shenzhen Stock Exchange and approved by China Securities Regulatory Commission for registration.
5. After the completion of this issuance of shares to specific objects, the undistributed profits accumulated by the company before this issuance up to the completion of this issuance will be jointly enjoyed by the new and old shareholders after this issuance according to the shareholding ratio after this issuance.
6. The total amount of funds raised from the issuance of shares to specific objects is expected to be no more than 250 million yuan (including the amount) (including the issuance expenses). The company plans to use the net amount of funds raised after deducting the issuance expenses for the following items: unit: 10000 yuan
Project name total investment of the project to be invested in raised funds
Annual output of 16GW high efficiency single crystal battery intelligent factory project 2025276117500000 items (phase I)
Supplementary working capital 75 Shenzhen Quanxinhao Co.Ltd(000007) 500000
Total 2775276125000000
If the actual raised funds (after deducting the issuance expenses) are less than the total amount of the proposed raised funds, the board of directors of the company will arrange the specific use of the raised funds according to the importance and urgency of the purpose of the raised funds, and the insufficient part will be solved by self financing. Before the funds raised by issuing A-Shares to specific objects are in place, if the company invests its own funds in the construction of the above projects first, the company will replace them in accordance with the procedures specified in relevant laws and regulations after the raised funds are in place. Within the scope of the final raised investment project (subject to the filing documents of relevant competent departments), the board of directors of the company may appropriately adjust the investment sequence and amount of raised funds of the above projects according to the actual needs of the project.
7. The company specially draws investors' attention to the following risks in the "risk factors":
(1) Risk of decline in operating performance
During the reporting period, the company's gross profit margin was 21.01%, 26.90%, 18.10% and 10.71% respectively. Affected by photovoltaic policies, intensified market competition, rising raw material prices and overseas freight rates, the gross profit margin showed a downward trend. From January to September 2021, the company realized an operating revenue of 41327208 million yuan, an increase of 14.13% over the same period of last year; The net profit attributable to the owners of the parent company was 736412 million yuan, a decrease of 72.04% over the same period last year.
The main reasons for the decline in performance in the latest period are: on the one hand, the rise in the price of raw materials and the change of business model led to the decline in the gross profit margin of components and systems, which reduced the gross profit of main business (excluding freight) by 2209809 million yuan; On the other hand, the increase in foreign sales and overseas freight increased the company's freight by 703757 million yuan.
Affected by the gradual release of installed demand from downstream customers and the shortage of silicon materials in the upstream, the purchase prices of main raw materials such as silicon wafers and pet base films continued to rise in October 2021, and the prices remained at a high level. At the same time, the overseas freight charges continued to rise due to the impact of the epidemic. Although the company has taken measures such as raising the product sales price, timely adjusting the purchase plan and order price, developing new suppliers, increasing investment in product R & D and process improvement to improve production efficiency and reduce unit cost, so as to reduce the adverse impact of the rise of raw material price and overseas freight on the company's performance, there is still a risk of decline in the company's operating performance in 2021.
(2) Control stability risk
The controlling shareholders and actual controllers of the company are Lin Jianwei and Zhang Yuzheng. Lin Jianwei, Zhang Yuzheng and their concerted actors Pule investment jointly held 326367889 shares of the company, accounting for 29.95% of the total share capital of the company and 14.95% of the total voting rights. After the issuance of shares to specific objects is completed according to the upper limit, assuming that Lin Jianwei, Zhang Yuzheng and Pule investment, the person acting in concert, have not subscribed for the shares issued this time, the shareholding proportion of the actual controller and the person acting in concert will be reduced to 23.04% and the voting right proportion will be reduced to 11.50%. As of the issuance date of this prospectus, the cumulative number of Pledged Shares of the company's controlling shareholder and actual controller Mr. Lin Jianwei and Ms. Zhang Yuzheng is 195657614, accounting for 59.95% of the company's shares and 17.96% of the company's total share capital. Among them, the cumulative number of Pledged Shares of Zheshang asset management is 139657614, accounting for 42.79% of the company's shares, which is mainly used to subscribe for the company's non-public offering shares in 2017, and the Hua Xia Bank Co.Limited(600015) cumulative number of Pledged Shares is 5 Shanghai Pudong Development Bank Co.Ltd(600000) 0, accounting for 17.16% of the company's shares, which is mainly used to provide guarantee for related parties. The number of shares frozen by Lin Jianwei was 14669198, accounting for 8.12% of the company's shares and 1.35% of the company's total share capital.
At present, Mr. Lin Jianwei and Ms. Zhang Yuzheng have good assets and credit status, and there is no overdue debt. Mr. Lin Jianwei and Mr. Zhang Yuzheng have strong solvency; At present, the company's share price is stable, the performance proportion of Pledged Shares is high, and the risk of pledge liquidation is low. However, if the company's poor management and objective factors affect the decline of share price and cannot redeem the Pledged Shares in time, there may be forced liquidation, which will affect the stability of the company's control.
(3) Litigation risk of the issuer
As of the date of issuance of this prospectus, the issuer still has pending litigation. Due to certain uncertainties in the trial results of the case, if the issuer loses the lawsuit, it will have a certain adverse impact on the operating performance of the issuer. (4) Risk of short-term unrecoverable losses of private equity funds
Due to the large losses of private fund financial products purchased by the company during the reporting period, the impact of non recurring profits and losses on net profit in 2020 is -1682066 million yuan. In response to the above losses, the company has entrusted a lawyer to initiate arbitration against the private fund manager and the private fund custodian, and filed a lawsuit against Li Pingping and Li Xiang, the difference making up obligors.
As of the date of issuance of this prospectus, the above litigation and arbitration cases are still in the process of trial. Although the company has entrusted the lawyer team to file arbitration and litigation by legal means, and arranged the special team within the company for continuous coordination and communication, and Mr. Lin Jianwei, chairman and general manager of the company, promised to make up the difference between the unrecovered part of the investment principal loss in this private fund litigation and arbitration, However, there are great uncertainties in the results, time and follow-up implementation progress of arbitration and litigation, and the company has the risk of unable to recover the investment loss in the short term.
(5) Internal control effectiveness risk
During the reporting period, the effectiveness of the company's internal control system in terms of review procedures for purchasing private fund financial products, fund net value measurement, information disclosure and replacement of raised funds was insufficient, with major or general defects. The board of directors and the management of the company took a number of rectification measures for the defects of internal control, including revising and improving the internal control system, making every effort to recover and recover losses, strengthening the learning and implementation of compliance operation, improving the normative awareness and performance ability of directors, supervisors and relevant personnel, strengthening the inspection and supervision of the implementation of internal control system, and completed the rectification at the end of March 2021.
Although the company has completed the rectification and formulated measures and improved the system for the insufficient effectiveness of internal control, if the internal control system cannot be effectively implemented or not implemented in place in the future operation and management, the issuer still has the risk of internal control effectiveness.
(6) Risk of gross profit margin fluctuation
During the reporting period, the company's gross profit margin was 21.01%, 26.90%, 18.10% and 10.71% respectively. Affected by photovoltaic policies, intensified market competition, rising raw material prices and overseas freight rates, the gross profit margin showed a downward trend. With the impact of the photovoltaic policy of cheap internet access and declining subsidies, the concentration of the photovoltaic industry chain has gradually increased, the number of photovoltaic enterprises with large-scale production is increasing, the product marketization is obvious, and the industry competition is fierce. Although the company's back film and n-type TOPCON cells and modules have certain advantages in technology, process and performance, there are also problems such as small production capacity and short industrial chain, Due to the fluctuation of upstream raw materials and the demand of downstream installed end, the company's products may face the risk of fluctuation of gross profit margin.
(7) Risk that the benefits of the raised investment project are less than expected
All the projects are carried out around the company's main business. Although the company has broad market prospects and conducted feasibility demonstration, and has also formulated a series of capacity digestion measures for the new capacity after the project is completed, the implementation and benefits of the project will take some time. In the process of the implementation of the project, we may encounter macroeconomic, industrial policies, market environment, industry development trend Major adverse changes in technical route, capacity digestion measures and other unpredictable factors will adversely affect the expected benefits of the company's raised investment projects.
(8) Risk of uncollectible receivables
During the reporting period, the business of each segment of the company was in the stage of rapid development, with the continuous expansion of business scale, the continuous growth of sales revenue and the large balance of accounts receivable of the company. At the end of the last three years and the first period, the net accounts receivable of the company were 691 million yuan, 705 million yuan, 1.020 billion yuan and 1.188 billion yuan respectively; At the same time, with the rapid development of the subsidiary Zhonglai Minsheng household business, the number of household customers has increased rapidly. Customers are scattered, the amount of a single household is small, the recovery period is long and the cumulative amount is large. The net long-term receivables are 399 million yuan, 1335 million yuan, 2343 million yuan and 2311 million yuan respectively. The total proportion of the above two net receivables in the total assets is 18.15%, 23.73%, 34.61% and 29.19% respectively. Most of the company's customers are central enterprises, state-owned enterprises, overseas power station customers and large photovoltaic manufacturers, with stable customers, strong strength and good credit status; For household customers, the company has independently developed the household power generation monitoring and maintenance system, reached strategic cooperation with China Industrial And Commercial Bank Of China Limited(601398) and innovatively developed the national collection system to ensure the return of payment and reduce payment
