Stock abbreviation: Hunan Huamin Holdings Co.Ltd(300345) Stock Code: 300345 Hunan Huamin Holdings Co.Ltd(300345)
Issuance of shares to specific objects in 2021
of
Prospectus
(application draft)
Sponsor (lead underwriter)
(No. 8, Puming Road, China (Shanghai) pilot Free Trade Zone)
January 2002
Statement
The company and all directors, supervisors, senior managers, controlling shareholders and actual controllers promise that the prospectus and other information disclosure materials are true, accurate and complete without any false records, misleading statements or major omissions, 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.
This prospectus is prepared in accordance with the measures for the administration of registration of securities issuance by companies listed on the gem (for Trial Implementation), the standards for the contents and forms of information disclosure by companies publicly issuing securities No. 36 - prospectus and issuance report of securities issued by companies listed on the gem to specific objects, etc.
According to the provisions of the securities law, after the issuance of shares to specific objects and listing on the gem, the company shall be responsible for the changes in the company's operation and income; The investors shall be responsible for the investment risks arising from the issuance of shares to specific objects and listing on the gem.
This prospectus is the explanation of the board of directors of the company on the issuance of shares to specific objects and listing on the gem. Any statement inconsistent with it is a false statement. Investors should consult their own stockbrokers, lawyers, professional accountants or other professional advisers if they have any questions.
Any decision or opinion made by Shenzhen Stock Exchange, CSRC and other government departments on the issuance of shares to specific objects does not indicate that they have made substantive judgment or guarantee on the value of the company's shares or the income of investors.
Tips on major events
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 company requests investors to carefully read the chapter "section V risk factors related to this offering" of this prospectus, and pay special attention to the following risks:
(I) risks of macroeconomic fluctuations
The downstream industry of the company's wear-resistant parts business is a cyclical industry, which is highly related to the development of the national economy. Macroeconomic fluctuations will have a certain impact on the development of cement, building materials, metallurgy, mining and other industries. Under the influence of China's foreign macro-economy and national macro-control policies, China's economy is still facing a grim situation in the short term. If the macroeconomic situation continues to deteriorate, the economic growth is less than expected, the downstream industry of the company is depressed or major adverse changes occur, which will affect the market demand of the company's products and may have an adverse impact on the company's operating performance.
(II) risk of price fluctuation of main raw materials
The company's main raw materials are scrap steel, ferrochrome, ferromanganese, etc. the price fluctuation of main raw materials will have a direct impact on the company's cost. If the price of the company's main raw materials fluctuates greatly in the future operation period, it will be detrimental to the company's cost budget and production control, thus adversely affecting the company's production and operation.
(III) recovery risk of accounts receivable
At the end of 2018, 2019, 2020 and September 2021, the book value of the company's accounts receivable was 99.3931 million yuan, 55.9152 million yuan, 67.975 million yuan and 72.2568 million yuan respectively, and the company's operating revenue in each period of the reporting period was 104.5748 million yuan, 123.2859 million yuan, 149.1934 million yuan and 118.0858 million yuan respectively. Although the company has implemented a relatively strict credit policy and strengthened the collection of accounts receivable through a variety of means, if there are major adverse changes in the macroeconomic environment and the operating conditions of important customers, the company's accounts receivable may not be recovered, resulting in bad debt risk.
(IV) risk of power rationing affecting production and operation
In August and September 2021, the national development and Reform Commission successively issued the barometer for the completion of the dual control target of energy consumption in all regions in the first half of 2021 and the plan for improving the dual control of energy consumption intensity and total amount, guiding all regions and departments to further promote energy conservation and consumption reduction, promote high-quality development and help achieve the goals of carbon peak and carbon neutralization. Under the guidance of the above policy objectives, all localities have successively introduced measures to limit power and production. At present, the power restriction policy has not had a significant impact on the company's production and operation. If the relevant competent authorities issue or further tighten the relevant restrictive policies in the future, it may restrict the production activities of the company and its upstream and downstream enterprises, and then adversely affect the company's raw material supply, product demand, production and operation.
(V) controlling shareholder's equity pledge risk
As of the signing date of this prospectus, Jianxiang Huihong is the controlling shareholder of the company, holding 88259100 shares of the company, accounting for 20.00% of the total share capital of the company. Among them, 88259100 shares have been pledged, accounting for 100.00% of the total shares of the company. If the pledge status of the Pledged Shares held by the company's controlling shareholders changes due to the significant deterioration of the credit status and performance ability of the controlling shareholders, severe market fluctuations or other uncontrollable events, the company may face the risk of unstable control.
(VI) the risk that the subscriber cannot pay the subscription funds in full and on time
The issuing object of the company's shares to specific objects this time is Ms. Ouyang Shaohong. The issuing object has signed the conditional effective share subscription agreement with the company and will subscribe for the shares issued to specific objects in cash. As the issuing object of this issuance to specific objects is the actual controller, and the amount of funds raised from this issuance to specific objects is large, it has brought great pressure on the fund-raising of the actual controller in the short term. If the issuing object fails to pay the subscription funds in full and on time within the validity period of the approval registration decision made by the CSRC, there is a risk of insufficient raised funds or even failure of the issuance to specific objects.
(VII) relevant risks involved in large investment
The total amount of funds raised by the company in this issuance to specific objects is 549.12 million yuan. After deducting the issuance expenses, the raised funds are intended to be used to supplement the company's working capital and meet the funds required for the company's daily operation and future development. While steadily promoting the existing wear-resistant material business and pip business, the company will focus on the national "14th five year plan" development plans such as "carbon peak, carbon neutralization" and "promoting high-end, intelligent and green manufacturing industry", seize the development opportunities of new material industry, further explore and develop multi field applications based on new materials, and broaden and enrich the company's product line, Enhance market competitiveness.
If the company fails to fully assess the market opportunities and risks, or fails to follow the market for R & D, or fails to continuously establish an internal control management system suitable for the rapid development of business and introduce a professional talent team, the company will face the risk of large investment failure, which will have a significant adverse impact on the company's future sustainable development and operating performance.
2、 Matters related to the stock issuance scheme to specific objects have been deliberated and adopted at the 24th Meeting of the Fourth Board of directors and the second extraordinary general meeting of shareholders in 2021. The issuance of shares to specific objects needs to be submitted to Shenzhen stock exchange for review and approved by China Securities Regulatory Commission for registration before implementation.
3、 Ms. Ouyang Shaohong is the target of this issuance of shares to specific objects. Ms. Ouyang Shaohong is the actual controller of the company and serves as the chairman and general manager. Ms. Ouyang Shaohong's subscription for the shares issued this time constitutes a connected transaction. The issuing object subscribes for the shares issued this time in full in cash.
4、 The number of shares issued to specific objects this time is 132000000, which does not exceed 30% of the total share capital of the company before this issuance. 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 number of shares issued to specific objects will be adjusted accordingly.
5、 The benchmark date for the pricing of shares issued to specific objects is the announcement date of the resolution of the 24th Meeting of the Fourth Board of directors of the company. The issuing price of the shares issued to specific objects this time is 4.16 yuan / share, which is no less than 80% of the average stock trading price in the 20 trading days before the pricing benchmark date (the calculation formula is: the average stock trading price in the 20 trading days before the pricing benchmark date = the total stock trading volume in the 20 trading days before the pricing benchmark date / the total stock trading volume in the 20 trading days before the pricing benchmark date).
In case of ex right and ex interest matters such as dividend distribution, bonus shares and conversion of capital reserve into share capital between the pricing base date and the issuance date, the issuance price will be adjusted accordingly.
6、 The total amount of funds raised from the issuance of shares to specific objects is 549.12 million yuan, which is intended to be used to supplement the company's working capital after deducting the issuance expenses.
7、 According to the notice on further implementing matters related to cash dividends of listed companies (zjf [2012] No. 37) and the guidelines for the supervision of listed companies No. 3 - cash dividends of listed companies (zjf [2013] No. 43) issued by the CSRC, the company has formulated the shareholder return plan for the next three years (2022-2024), It has been deliberated and adopted at the 24th Meeting of the Fourth Board of directors and the second extraordinary general meeting of shareholders in 2021.
8、 The accumulated undistributed profits of the listed company before the issuance of shares to specific objects shall be shared by new and old shareholders according to the shareholding ratio after the issuance.
9、 The shares issued to specific objects shall not be transferred within 36 months from the date of issuance. After the end of this offering, the shares of listed companies increased due to bonus shares given by listed companies, capital reserve converted into share capital and other reasons shall also comply with the above arrangements for the sales restriction period. After the end of the sales restriction period, it shall be implemented in accordance with the relevant provisions of the CSRC, Shenzhen Stock Exchange and other regulatory authorities. If the restricted period of the subscribed shares is inconsistent with the provisions of the CSRC, Shenzhen Stock Exchange and other regulatory authorities, the restricted period will be adjusted accordingly in accordance with the provisions of relevant regulatory authorities.
10、 After the issuance of shares to specific objects is completed, there is no situation that the listing conditions are not met due to changes in equity distribution in the Listing Rules of gem shares of Shenzhen Stock Exchange.
11、 After the issuance of shares to specific objects is completed, the actual controller of the company will not change. 12、 After the completion of this issuance of shares to specific objects, the total share capital and net assets of the company will increase, but the company's earnings per share and other indicators may be diluted in the short term. Investors are hereby reminded to pay attention to the risk of diluting the immediate return of this issuance to specific objects.
According to relevant regulations, the company has analyzed whether to dilute the immediate return of this issuance and formulated relevant measures, but the measures to fill the return formulated can not be regarded as a guarantee for the company's future profits. Investors should not make investment decisions accordingly. If investors make investment decisions accordingly and cause losses, the company shall not be liable for compensation. Draw the attention of investors.
13、 Whether the issuance of shares to specific objects can finally pass the review of Shenzhen Stock Exchange and obtain the decision of China Securities Regulatory Commission to agree to register, there is still great uncertainty, so investors are reminded to pay attention to relevant risks.
catalogue
Declare that 1. Tips on major issues 2 catalog 6 interpretation 9 I. General interpretation 9 II. Professional interpretation Section 1 basic information of the issuer 11 I. Basic information of the issuer 11 II. Equity structure of the issuer, controlling shareholders and actual controllers 12 III. main characteristics and industry competition of the issuer's industry 14 IV. main business model, main contents of products or services of the issuer 32 v. the issuer's existing business arrangement and future development strategy 40 VI. financial investment 43 VII. Pending litigation, arbitration and administrative punishment 47 section 2 summary of this securities offering 53 I. background and purpose of this issuance of shares to specific objects 53 II. The object of this offering and its relationship with the issuer 55 III. The price or pricing method of the securities issued, the number of securities issued, and the sales restriction period 62 IV. The funds raised in this offering are invested in 64 v. whether this issuance constitutes a connected transaction 64 VI. will this issuance lead to a change in the issuer's control VII. The approval of the issuance plan by relevant competent authorities and the procedures to be submitted for approval Section III feasibility analysis of the board of directors on the use of the raised funds 67 I. The use plan of the raised funds 67 II. Necessity, feasibility and rationality analysis of the use plan of the raised funds Section IV discussion and analysis of the board of directors on the impact of this issuance on the company 72 I. after the completion of this offering, the change or integration plan of the business and assets of the listed company 72 II. Changes in the control structure of listed companies after the completion of this offering 72 III. after the completion of this offering, there is horizontal competition or potential horizontal competition between the listed company and the issuing object, the controlling shareholder and actual controller of the issuing object 72 IV. possible related party transactions between the listed company and the issuing object and the controlling shareholders and actual controllers of the issuing object after the completion of this issuance Section V risk factors related to this offering 74 I. risks related to this issuance to specific objects 74 II. Risks of macroeconomic fluctuations 75 III. business and operational risks 75 IV. controlling shareholder's equity pledge risk 76 v. relevant risks involved in large investment 76 section VI statements related to this offering 77 I. statement of the issuer and all directors, supervisors and senior managers 77 II. Statement of the controlling shareholder and actual controller of the issuer seven
