Beijing Scitop Bio-Tech Co.Ltd(300858)
Issue of shares to specific objects in 2022
Scheme demonstration analysis report
April, 2002
Beijing Scitop Bio-Tech Co.Ltd(300858) (hereinafter referred to as “the company” or ” Beijing Scitop Bio-Tech Co.Ltd(300858) “) was listed on the growth enterprise market of Shenzhen Stock Exchange on July 27, 2020. In order to meet the capital needs of the company’s business development, enhance the company’s capital strength and enhance its profitability, the company has prepared the demonstration and analysis report of the stock issuance scheme to specific objects in accordance with the provisions of relevant laws, regulations and normative documents, such as the company law of the people’s Republic of China, the securities law of the people’s Republic of China, the measures for the administration of securities issuance and registration of companies listed on the gem (for Trial Implementation), the Beijing Scitop Bio-Tech Co.Ltd(300858) articles of association and so on.
Unless otherwise specified in this report, relevant terms have the same meaning as in the plan for issuing shares to specific objects in Beijing Scitop Bio-Tech Co.Ltd(300858) 2022. 1、 Background and purpose of this offering
(I) background of this issuance
1. The improvement of industry standards promotes the standardized development of the industry
With the improvement of consumers’ awareness of probiotics and the gradual promotion of probiotic brands, probiotic foods are increasingly favored by consumers. However, for a long time, some probiotic products have problems such as exaggerated publicity, uneven quality and ambiguous labels, which have not only attracted market attention, but also had a certain negative impact on the industry as a whole. Based on the needs of the development of China’s Probiotic industry, in November 2021, the group standard of probiotic food developed under the leadership of China Food Industry Association was officially released. This standard mainly focuses on production technology, quality control, transportation and storage, defines and classifies probiotics and probiotic food, and defines the standards and legal basis that probiotic strains used in “probiotic food” should meet, It fills the gap of probiotic food standards in the market. Subsequent industry codes and other normative documents will be issued one after another to provide macro guidance for the standardized production, operation and market behavior of the probiotic industry. The formulation of industry group standards and the introduction of future industry management measures will help the industry improve the degree of standardization, guide the industry to develop towards the road of large-scale, intensive and efficient production, encourage enterprises in the industry to increase investment in scientific research and innovation, and promote the sustainable and healthy development of the industry.
2. Industry development brings broad demand
Compared with developed countries and regions such as Europe, America and Japan, China’s Probiotic industry started late and is currently in the stage of rapid development. According to the statistics of markets and markets, the size of the global probiotic market has reached US $61.1 billion in 2021. It is expected that it will continue to grow at a compound annual growth rate of 8.3% from 2021 to 2026, and will exceed US $9.1 billion by 2026. The main markets of probiotics are concentrated in Asia, North America and Europe. According to the data of probiotics branch of China Society of food science and technology, the consumption scale of probiotics in the Asia Pacific region is the highest in the world, accounting for about 44.4%, much higher than that in Europe (23.5%) and North America (17.8%), highlighting the good momentum of the vigorous development of probiotics industry in the Asia Pacific region. Euromonitor International’s data show that at present, China’s Probiotic consumption market has ranked the second in the world and is still growing at an annual growth rate of 11% to 12%, showing great market potential under the background of policy support and industry norms.
For a long time, the main strains used in the Chinese market, whether dairy products and beverages added with probiotics, or terminal probiotic granules, drinks and solid drinks, have come from multinational companies. According to the relevant research data of Zhiyan consulting, DuPont and kohansen have a total market share of more than 80% in China’s Probiotic raw material market. However, due to the differences of intestinal microbial community structure and dietary habits, the imported foreign strains are not necessarily suitable for Chinese people, and the Chinese intestinal environment is not necessarily suitable for the colonization and efficacy of the imported strains. With the continuous development of China’s Probiotic market and the deepening of probiotic research, probiotics isolated from Chinese intestinal flora and Chinese traditional fermented food will gradually replace imported probiotic strains with the advantages that are more suitable for the characteristics of Chinese intestinal flora. The company and its industry have a good development trend, strong market demand and promising prospects.
3. The scale of downstream areas is growing rapidly
In recent years, China’s Probiotic industry has developed rapidly, and a large number of probiotic products have emerged. According to the data of China Health Care Association, 72.4% of probiotics are used in the dairy industry, and dairy products have become the best carrier of probiotics. In addition, they are also widely used in the fields of drugs and granules (9.5%), probiotics for animals (10.0%), and health care products (6.5%). The consumption scale of probiotics in fermented dairy products in China accounts for 78.4% of the overall market scale of probiotics in China, which is one of the important growth drivers of China’s Probiotic industry. With the enhancement of consumers’ health awareness, the market scale of yogurt and lactic acid bacteria has grown rapidly in recent years. According to the statistics of Euromonitor International, the compound annual growth rate of China’s lactic acid bacteria beverage market in the five years from 2015 to 2019 was 11.2%. It is expected that the lactic acid bacteria Market in Chinese Mainland will continue to develop steadily in the future. The large development space in the downstream field of Probiotics provides a solid foundation for the further expansion of the industry scale.
4. The company’s business related to probiotics has developed well
In 2021, with the orderly expansion of the company’s Probiotic related business and the gradual release of the production capacity of the “project with an annual output of 30 tons of lactic acid bacteria powder, 45 tons of solid drinks, 45 tons of tabletting candy and 10 tons of ready to eat lactic acid bacteria”, the company’s edible probiotic products business and animal and plant probiotics business achieved operating revenue of 745813 million yuan and 445612 million yuan respectively, with a year-on-year increase of 128.63% and 25.74% respectively, Its gross profit margin was 63.47% and 56.10% respectively. The company’s Probiotic related businesses have shown a trend of rapid growth and have become an important source of income and profit.
(II) purpose of this issuance
1. Improve the supply capacity and ensure the sustainable development of the company
At this stage, the company’s income from edible probiotic products mainly comes from the production and sales of food grade probiotic raw material mushroom powder and “yishiyou” brand series probiotic end consumer products for end consumers. In terms of raw material mushroom powder, the company mainly uses the customer resource base accumulated for a long time in the compound food additive business to actively promote and achieve good results. Mengniu Dairy, Bright Dairy & Food Co.Ltd(600597) , Shengmu high tech and Eurasian dairy have gradually begun to purchase the company’s Probiotic raw material mushroom powder products, and the procurement volume is increasing year by year. In terms of probiotic end consumer goods, the company is at the leading level in China due to its R & D strength and recognized by downstream enterprises, and the number of cooperative enterprises and products is gradually increasing.
With the continuous expansion of the company’s business scale and the continuous growth of customer demand, the production capacity of the “project with an annual output of 30 tons of lactic acid bacteria powder, 45 tons of solid drinks, 45 tons of tablet candy and 10 tons of ready to eat lactic acid bacteria” will not meet the needs of the company’s subsequent development, which limits the further improvement of the company’s profitability and the further expansion of the product market share.
The smooth implementation of this issuance and fund-raising investment project will significantly increase the production capacity of the company’s Probiotic raw material powder, end consumer goods and new products, and break through the potential bottleneck brought by insufficient production capacity to the company’s development. 2. Strengthen brand advantages and improve overall profitability
At present, the company has one of the largest lactic acid bacteria resource banks in China, including more than 20000 strains of lactic acid bacteria (including probiotics), including more than 120 industrialized probiotic strains, and has mastered a full set of technologies for probiotic isolation, screening, evaluation, culture, freeze-drying and preservation. The efficacy evaluation of the company’s core strains from discovery to R & D is derived from and based on China, which is more suitable for the intestinal tract of Chinese people. It has a leading position in clinical demonstration. It has obvious attraction for food enterprises to develop functional products and drug manufacturers to develop various dietary supplements. It is gradually replacing probiotic products of multinational giants.
With the smooth implementation of this issuance and fund-raising investment project, while consolidating the existing advantages of star strains, the company will continue to increase investment in basic research and product R & D in probiotics related fields to enhance the core driving force of the company.
3. Enhance the company’s capital strength and meet the needs of working capital
The company plans to use part of the raised funds to supplement working capital through this stock issuance, which can better meet the daily capital turnover needs of the company’s production and operation, enhance the company’s capital strength, and improve the company’s anti risk ability, financial security level and financial flexibility. 2、 The necessity of this issuance of securities and its variety selection
(I) the type of securities to be issued and the issuing method
The type of securities issued by the company this time is to issue shares to specific objects. The type of shares issued this time is RMB ordinary shares (A shares) listed in China, with a par value of RMB 1.00 per share.
(II) necessity of selection of securities issued this time
1. This issuance meets the needs of the company’s operation and development
The use of the funds raised through the issuance of shares to specific objects is in line with relevant national industrial policies, industry development trends and the company’s development strategy, which is conducive to further improving the production capacity of the company’s Probiotic raw materials, bacterial powder and end consumer products, giving full play to the scale effect, and meeting the production capacity demand of the company’s future business growth and the technical demand of new products. At the same time, increase investment in basic research and product R & D in probiotics related fields, further enhance the company’s comprehensive competitiveness and enhance the brand image and market share.
In addition, after the funds raised by issuing shares to specific objects are in place, it will help to enhance the company’s capital strength, alleviate the pressure of the company’s working capital, enhance the company’s risk prevention ability and overall competitiveness, consolidate and enhance the company’s industry status, and provide a strong guarantee for the company’s future operation and development. Therefore, the issuance of shares to specific objects is of positive significance to the operation and management of the company, will lay the foundation for the sustainable development of the company, and is in line with the interests of the company and all shareholders.
2. The raised investment project is mainly capital expenditure, which needs long-term financial support
The overall planning cycle of the project invested by the raised funds is long, and it takes a certain time from project construction to benefit manifestation and fund recovery. However, debt financing such as bank loans has a short term and the financing scale is greatly affected by credit policies. The use of equity financing can solve the company’s long-term capital needs.
3. Issuing shares to specific objects is a financing method suitable for the company at this stage
Equity financing has better planning and coordination, which can better cooperate with and support the realization of the company’s strategic objectives; Choosing equity financing can make the company maintain a relatively stable capital structure, increase the scale of the company’s net assets, reduce the company’s future debt repayment pressure and capital outflow, reduce the company’s financial risk, improve the company’s financing ability, and leave room for the company to adopt multi-mode financing in the future
With the growth of the company’s operating performance, the company has the ability to digest the dilution impact of equity expansion on the immediate income and protect the interests of the company’s shareholders. By issuing shares to specific objects to raise funds, the scale of the company’s total assets and net assets will increase accordingly, so as to further enhance the financial strength and provide a strong guarantee for subsequent development; At the same time, promote the steady operation of the company and enhance the ability to resist financial risks.
To sum up, it is necessary for the company to issue shares to specific objects this time. 3、 Appropriateness of the selection scope, quantity and standard of the issuing object
(I) appropriateness of the selection scope and quantity of the issuing objects
The issuing object of this issuance is no more than 35 (including) specific investors, including sun Tiansong, the controlling shareholder and actual controller of the company. The issuing objects must be securities investment fund management companies, securities companies, trust and investment companies, financial companies, insurance institutional investors, qualified overseas institutional investors and other legal persons, natural persons or other institutional investors that meet the requirements of 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 and investment companies can only subscribe with their own funds.
The selection scope and quantity of the objects of this offering comply with the relevant provisions of laws and regulations such as the measures for the administration of securities issuance and registration of companies listed on the gem (for Trial Implementation), and the selection scope and quantity are appropriate.
(II) appropriateness of the selection criteria for the issuing object
In addition to sun Tiansong, the controlling shareholder and actual controller, the issuing object will be determined by the board of directors of the company and the sponsor (lead underwriter) in accordance with the provisions of relevant laws, administrative laws and regulations, departmental rules or normative documents according to the inquiry after the issuance passes the review of Shenzhen Stock Exchange and is approved and registered by China Securities Regulatory Commission. If the national laws and regulations have new provisions on the issuing object of issuing shares to specific objects, the company will adjust according to the new provisions.
The standards of the objects of this offering comply with the relevant provisions of the measures for the administration of securities issuance and registration of companies listed on the gem (for Trial Implementation) and other laws and regulations, and the standards of the objects of this offering are appropriate. 4、 Rationality of the pricing principles, basis, methods and procedures of this offering
(I) pricing principle and basis of this offering
The pricing benchmark date of this issuance is the first day of the issuance period, and the issuance price shall not be less than 80% of the average trading price of the company’s shares in the 20 trading days before the pricing benchmark date (average trading price of shares in the 20 trading days before the pricing benchmark date = total trading volume of shares in the 20 trading days before the pricing benchmark date ÷ total trading volume of shares in the 20 trading days before the pricing benchmark date).
Sun Tiansong, the controlling shareholder and actual controller of the company, does not participate in the inquiry process of this issuance to specific objects, but promises to accept the market inquiry results and subscribe at the same price as other investors. If the issue price fails to be generated through inquiry, sun Tiansong will give up his subscription for the shares issued by the company.
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 adjustment formula is as follows:
Dividend: P1 = P0 － D;
Share distribution or capital reserve converted into share capital: P1 = P0 ÷ (1 + n);
Two items are carried out simultaneously: P1 = (p0-d) ÷ (1 + n).
Where P0 is the issue price before adjustment, D is the amount of dividend per share, n is the number of shares given or capital reserve converted into share capital per share, and P1 is the issue price after adjustment
