(Hangzhou Yuhang Economic Development Zone, Yuhang District, Linping Road 592)
(lead underwriters)
(Hongling Road, Luohu District, Shenzhen Guoxin Securities Building, No. 1012, 16-26 layers)
Issuer summary statement
purpose of this Prospectus is only available to the public share issue in this brief case, does not include the full text of the prospectus part. prospectus also contains the huge influx of full-text Web site (www.cninfo.com . cn). investors to make the subscription decision, should carefully read the prospectus in its entirety and in its capacity as the basis for investment decisions.
investors if its summary of the prospectus of any doubt, should consult their own stock brokers, lawyers, accountants or other professional adviser.
issuer and all directors, supervisors, senior management commitment and its summary prospectus is not present false, misleading statements or material omissions, and its summary prospectus the authenticity, accuracy, completeness, and joint and several liability.
company and the competent person in charge of accounting work, accounting department to ensure that the summary prospectus and financial accounting information is true and complete. < br> China Securities Regulatory Commission, other government departments on this issue any decision or opinion, not to indicate their issuer or the value of the stock returns to investors or to ensure that substantive judgments. any statement contrary are false misrepresentation.
Interpretation summary of this prospectus, unless the context otherwise requires, the following abbreviations have the following specific meaning:
Note: This part of the summary prospectus total number of directly related with the addend combined and the ending may be different, these differences are caused by the rounding.
prompted major issues Section I. The company's total issued share capital of the former 12,000 shares, 4,000 shares to be issued this distribution shares after the company's total issued share capital of 16,000 shares, all outstanding shares.
the company's actual controller Jian-Hua Ren, owner of the controlling shareholder group, shareholders Ventures Gold, Silver Ventures, co-founder of investment and 12 individual shareholders are Commitment: Since the stock market six months from the date of thirty, not to transfer or entrust others to manage their companies directly or indirectly, shares in this public issue of shares before the issue, nor the part of the shares repurchased by the company .
beautiful capital and shareholders are committed to Alliance Investment: stock market from the company within twelve months from the date, not to transfer or entrust others to manage the companies they hold shares in this public offering before the issuance of shares This is not part of the shares repurchased by the company.
In addition, shares held directly and indirectly, the directors, supervisors and senior management personnel Jian-Hua Ren, Ren Fujia, Zhao Jihong, Renluo Zhong, Zhang Linyong, Tanggen Quan, Zhang Song, Chen Wei, Wang Gang, Zhang Guofu, Ya-dong and Shen Guoliang, former supervisor of the Company are committed to: the sale of the limited period of thirty six months after the expiry of its tenure in the transfer of the shares per year does not exceed its shares held directly or indirectly, the total number of per cent of cent; within six months after leaving, not to transfer, directly or indirectly held their shares.
Second, according to the company in 2010 Second Extraordinary General Assembly resolutions, as of December 31, 2009 The accumulated undistributed profits 87,834,501.52 dollars from the old pre-IPO shareholders to enjoy the company since January 1, 2010 available for distribution from the profits realized by the shares issued by post after the release of new and old shareholders of the proportion of shared equity. As July 26, 2010, the old shareholders have vested in the distribution of accumulated profits have been completed.
Third, the company reminds investors of the the risk of property market fluctuations
kitchen appliances company principally engaged in product development, production and sales. Our main products range hood, gas stoves and disinfection cabinet needs are different from traditional home appliances, small household electrical appliances, most of the demand generated in the housing part of the purchase after the kitchen renovation, with a certain degree of to first-time buyers and improve the main buyers of the home-based needs, and the other is the appreciation for the purpose of buy and hold type of investment demand. by urbanization and consumption to promote the upgrading of long-term trend, home-based more stable growth in demand; demand by type of investment liquidity, inflation expectations, asset prices and other factors, are often volatile. because buyers are usually less investment demand for purchase of kitchen electric products involved, so the real estate industry, power industry on the kitchen mainly through the impact of changes in demand for owner-occupied expression on the one hand, for the first time home buyers purchase and improvement of the change will directly affect the number of kitchen electric products; the other hand, as consumers increasingly attach importance to the overall home style and grade of consistency and improvement of first-time buyers purchase transaction price changes lead to consumer spending on kitchen and electrical products is expected to change, it will directly affect the different grades of kitchen electric products, the demand structure. As demand for owner-occupied with certain fluctuations, but the kitchen electricity industry demand volatility than the volatility of the real estate industry as a whole.
recent years, with the continued growth of the national economy, the domestic gradually increase the level of urbanization and rising income levels, the overall , the domestic real estate industry has been rapid development, but subject to macroeconomic fluctuations, changes in industrial policy, monetary policy adjustments and other factors, the reporting period, the real estate industry fluctuations, demand for electric kitchen had an impact .2008, the real estate market volatility, product sales and revenue growth are affected to some extent In 2009, the real estate market, the steady rise quickly, according to the National Bureau of Statistics, in 2009, an increase of the national real estate sales 42.1%, with sales of 43,995 billion yuan, up 75.5%, national commercial residential investment 25,619 yuan, up 14.2%, the real estate market growth significantly. While in the long run, China's urbanization level is increasing, the residents rising income levels and to promote continued development of the real estate market is the trend, but the pace of urbanization, the urbanization level of the realization of uncertainty Dengjun, so that the growth in the real estate industry uncertainty, although the kitchen electricity demand and owner-occupied housing demand is directly related to regulation by the state of the real estate market small, but overall, the real estate market volatility will continue to buy homes of residents and the expected timing of impact affecting the Company, including kitchen within the power company.
present, the company actively according to market demand situation, the adjustment of product structure, on the one hand, continue to increase the proportion of high-end products, increase market share, consolidate and strengthen the company in a dominant position in the secondary market; On the other hand, actively cultivate third and fourth level market, the expansion of the company's future development, thereby further optimizing the company's product mix and market distribution, the real estate industry to avoid the adverse effects of fluctuations.
(b) the risk of market competition
kitchen electrical products in the market reflected in the brand, quality, research and development, supporting capacity and service capacity and other links. as kitchen electric products and consumers everyday life and bright future, consumption potential, as our kitchen The rapid development of power industry, the domestic part of the integrated appliance enterprises to financial strength and distribution network advantages, began to gradually enter the kitchen area of electrical products; the same time, famous home appliance companies have also invested factories in China to further intensify competition in the market. Although the company products based on high-end market, with significant brand, channel, technology, with leading market share, but still faces the risk of an increasingly competitive market.
(c) risk management
agents currently used mainly agency sales model, the company in the country in addition to Beijing, Shanghai, set up in all regions outside the regional distributor, regional distributor in the region responsible for the completion of product sales, stores open and market development work. Although the agency for the company's most appropriate at this stage sales model used, but the agency still exist some disadvantages, mainly in: agency, the company can not fully control the agent behavior, it may cause, and the decline in the company's bargaining power and other issues.
agency that may arise for the above problem, the company adopted a series of measures to manage agents, including: equity setting, important sales channels and important sales regions control, the stringent requirements of proxy agents and the exclusive agent to provide management support to minimize the likelihood of these situations. But with the expansion of production and sales companies, agents also increase the scale, there may be companies circumstances beyond the control of agent behavior, thus reducing the bargaining power of the company and marketing agency network stability of the situation.
Section III of this offering profiles
a basic situation of the issuer, Basic information
Second Issuer, the Issuer
reorganization restructuring of the Company by the Kitchen Appliances Co., Ltd. Hangzhou boss set up the overall change.
2008 年 8 on 2, the boss will make a resolution Extraordinary appliances , the boss of all the shareholders as a promoter of home appliances, home appliances to the boss at June 30, 2008 audited by RSM Nelson Wheeler's net asset value of RMB 322,592,716.37 120,000,000.00 million shares of common stock discount, par value 1.00 per share, and the rest in capital reserve, establish a company limited overall change. August 8, 2008, the boss group, creating investment Gold, Silver Ventures, co-creating investment, better capital investment, and Jian-Hua Ren Union and 12 other individual shareholders to sign as promoter of the Report August 28, 2008 Hangzhou Industrial and Commercial Administration has made nuclear a before and after the establishment of joint-stock companies, the company's main business and no significant change in business model.
Third, the share capital of companies to set up the situation
prior to this offering, the company shares held by the promoters were not changed .
(a) of the Company to be issued this time not more than RMB 4,000 million shares of common stock, issued before and after the capital structure is as follows:
(b) The issuance of shares in circulation restrictions and lock-
actual controller of the company REN Jian-hua, owner of the controlling shareholder group, shareholders Ventures Gold, Silver Ventures, co-founder of investment and the commitment of the 12 individual shareholders: stock market from the company within six months from the date of thirty, not to transfer or entrust others to manage The company held, directly or indirectly in this public issue of shares before the issuance of the shares, not the part of the shares repurchased by the company.
beautiful capital and shareholders are committed to Alliance Investment: from the date of the stock market ten months, not to transfer or entrust others to manage the companies they hold shares in this public offering of shares issued before, nor the part of the shares repurchased by the company.
In addition, the direct and indirect holding company Shares of the directors, supervisors, senior management Jian-Hua Ren, Ren Fujia, Zhao Jihong, Renluo Zhong, Zhang Linyong, Tanggen Quan, Zhang Song, the Chen Wei, Wang Gang, Zhang Guofu, Ya-dong and Shen Guoliang, former supervisor of the Company are committed to: In the thirty-six Restricted month period after the transfer of its shares during his tenure of not more than a year directly or indirectly per cent of the total shares cent; within six months after leaving, not to transfer, directly or indirectly held by it shares of the Company.
four main business of the issuer of the company's main business
kitchen appliances product development, production and sales of major products including range hoods, gas stoves, disinfecting cabinets, and electric pressure cooker , induction cooker, electric kettle, food processing machines, such as supporting small kitchen appliances. Our main products range hood, gas stoves and disinfection cabinet three categories of products, in 2007, 2008, 2009 and January-June 2010 , the above three categories of products of the company total sales revenue of main business income ratio was 91.79%, respectively, 93.00%, 94.40% and 95.52%.
domestic kitchen appliances as one of the leading industry, the company competitive advantages. the scale of our business a leading position in the industry, according to National Bureau of Statistics released the China Industrial Information Center, since 2003, the company product range hood national sales in the first place for seven consecutive years, gas stove products sold nationwide for seven consecutive years the top three.
Company is the first to own brand specialized in the production of one of range hoods In 1991, the National Quality Award Appraisal Committee, Quality of the People's Republic Silver State Administration for Industry and Trademark Office as brands.
company is high-tech enterprise in Zhejiang Province, the first national standard of good conduct five (AAAA) level model, one of Ministry of Construction, the first batch of harmonious relationship between enterprises; 2006-2009 the company for four consecutive years by the National Bureau of Statistics as sales, no significant change in the main business.
V. ownership of the issuer's assets, the situation
at June 30, 2010, the Issuer and its subsidiaries a total of 37 properties, totaling 78,991.96 square meters ; issuer has a total land use right certificates of the land 7, a total area of 186,345.50 square meters.
production and management company must independently owned trademarks, patents and other intangible assets, all belong to the issuer, there is no dispute and these assets potential disputes.
sixth, competition and related party transactions
(a) the controlling shareholder and actual controller is not currently controlled by other companies engaged in the same or similar with the Company's business, and the company does not exist in the same competition . In addition, the owner of the controlling shareholder and actual controller, Jian-Hua Ren Group are committed to the same competition is not with the company.
(b) of the control relationship and have been included in the scope of consolidated financial statements of the Company's subsidiaries, their mutual transactions and parent company transactions have been eliminated. The company has independent and complete production, supply, marketing system, the controlling shareholder and other related parties dependency does not exist, the reporting period, in terms of related party transactions with related parties:
1, the company purchases goods from related parties Pak
kitchen company to purchase the goods mainly promotional booth stands, display panels, such goods is mainly used for regional marketing in the country. company and the owner of gas station procurement transactions occurred in transportation equipment are the company took place in the company's fuel purchases.
related parties of the Company the purchase price to the basic and non-related parties to the purchase price rather, related party transaction pricing is fair.
2 , the company selling goods to related parties
Note: Electrical Appliance Sales Co., Ltd. Hangzhou boss, the boss of Yunnan Electric Appliance Sales Co., Ltd. Sales Co., Ltd. and Nanjing respectively boss June 25, 2008, June 26, 2008 and 2008 July 4th off .2008 7 the company and other sales companies into the issuer and the issuer transactions occurring within the consolidation scope are the issuer, it is not a connected transaction. the reporting period, the company and sales company they were all inter-company sales transactions by selling the company to end channel sales of goods occurred .2008 year, to address the problem of related party transactions, the company conducted a marketing company than most of the disposal, so that year the company's related party transactions with the Department of the Ministry Disposal of subsidiaries prior to completion of the sale of goods transactions.
2008 Company of the Year and owner of Group sales transaction between the end of 2007 was due to reorganization of assets is completed, there is still a small number of business requirements in early 2008 by the owner of the Group and its balance sheet, the part Group sales price and the owner of the selling price of business consistent with .2009 year, the company sold goods to the owner of the Group are mainly electric pressure cooker, the Department of owner groups to celebrate the thirtieth anniversary of the company customized uniform ex-factory sales price.
2008 annual and 2009, the company's sales to the kitchen Pak Pak trade was due to the overall sales of kitchen cabinets matching kitchen electric products need to occur, ex-factory selling price for the unified .2010 since the issuer to the security Park kitchen sales prices of commodities priced in accordance with a certain percentage of floating, floating the year 2010, compared to 12%.
owner of Kitchen Furniture Co., Ltd. Beijing Supervisor control of the former company, the company belonging to the company in the cabinet end channel franchise stores, and its association with the company during the reporting period are transactions that occur between the boss and Beijing. As owner of Kitchen Furniture Co., Ltd. In addition to Beijing's sale of the company are beyond the company's agents, so sales prices are uniform ex-factory price. Kitchen Furniture Co., Ltd. Beijing, Beijing boss boss channel downstream of the terminal, so prices go up based on sales price of a certain percentage of the price.
the reporting period, the company owner to the related parties Electrical Technology Co., Ltd., Guangzhou range hood, gas stoves, disinfecting cabinets and other kitchen appliances, Guangzhou Electrical Technology Co., Ltd. as the company boss, agents, mainly in the company's products in Guangdong Province (excluding Shenzhen) and sales agents, the company's product sales price of their uniform ex-factory price.
the foregoing, the Company's sales occurred they were all related party transactions of goods and the actual necessary and fair pricing of related party transactions.
3, receipt of services
the report period, due to the spraying process Hangzhou Yuhang production capacity matte painting commissioned by the process plant for processing, the formation of sum related transactions, related party transactions of the Department of actual and necessary, fair pricing of related party transactions. the future with the company to raise funds to complete the construction of investment projects, the items related transactions will be gradually reduced.
4, other related transactions
(1) City Garden Hotel in Hangzhou Co., Ltd. for the company to provide business services, the company in 2007, 2008, 2009 and January-June 2010 pay the registration fee were RMB RMB 1,300,000.00, 793,445.15 yuan, RMB 1,010,866.42 and 135,649.89 dollars.
(2) 2007 年 12 24, boss of the company and controlling shareholder of the Group entered into machine research and development, supply, production and sales and other sales-related home appliances of all operating assets and business as a whole all the way into the capital increase and sale of the Company. of which the fixed assets, intangible assets, part of the total of 82,060,201.03 million for the stock of the Company capital increase, to increase the registered capital of 26,600,000.00 dollars, the balance of 55,460,201.03 dollars in capital reserve; 132,074,685.31 dollars in cash to buy the company than outside of this capital increase in other operating assets; the same time, employers groups and some individuals will have the owner of Electric Sales Co., Ltd. Beijing 12 sales subsidiaries and other equity at book value of 5,350,000.00 dollars transferred to the company.
(3) 2007 年 12 30, boss of the company and the Group signed a about 20 square meters Rental Group, owner of the office for office use, lease of 5 years, annual rent of 1 million .2010 of 1 March, the company and the owner of the Group signed a Office of the owner of the three groups were office use, lease period of 2 years, annual rent of 20,000 yuan. repealed the original lease agreement.
(4) 2010 年 3 1st, Pak Kitchenware Co., Ltd. and Hangzhou, the Company entered into lease agreement, ended December 31, the monthly rent for 8 yuan per square meter. As of June 30, 2010, the Company has paid the rent in January 1-6, 2010 1,049,952.00 dollars.
5, amounts due from related parties balance
Unit: RMB 6, independent directors to consider whether the procedures for related party transactions and the transaction price is fair legal opinions
independent directors to fulfill the consideration of related party transactions and related legal procedures if it is fair transaction price independent opinion issued that the company nearly three years of related party transactions follows the equality, voluntary participation, equal, the principle of compensation, related party transactions not deviate from the market price of the price of an independent third party, there is no damage to the interests of the company and other shareholders of the situation.
according to the company Constitution and the . aforementioned provisions of the company's 2010 motion is expected to occur daily amount of related party transactions, as follows in the table below:
independent directors has issued the following independent observations: the company in 2010 is expected to be related party transactions with related parties, its are priced at market prices, trading conditions consistent with the independent third-party normal commercial terms, the transaction has to abide by equality, voluntary participation, equal, the principle of compensation, the transaction price of the fair, there is no damage to the company and other shareholders, especially the minority shareholders, the interests of the .
seven directors, supervisors and senior management
Note: the table the number of shares held by a direct ownership and indirect ownership by shareholders of the Company's total number.
Renfu Jia is the son of Jian-Hua Ren, the spouse of the brother in law for the Jian-Hua Ren Ren Luozhong. In addition, other directors, supervisors, senior management and core technical staff is no family relationship between the.
eight, controlling shareholders and actual controllers profiles
owner of the company's controlling shareholder before the offering held by the Group companies of the 67.17% stake in the company information is as follows:
Currently, the boss is not engaged in the production and operation of the Group's own business, is principally engaged in industrial investment. As of the signing date of this prospectus The owner group has the main assets of equity investments, specifically including:
signed at the end of this prospectus, the Group's shareholding structure is as follows boss:
Zhejiang dedicated under the audit report issued by accounting firm, as of December 2009 31, the owner of the Group's total assets of 21,366.14 million, the net assets of 19,589.47 million in 2009 net profit of 805,800 yuan. As of June 30, 2010, the boss Group (parent company) the total assets of 20,735.31 million, net assets of 19,622.61 million, RMB 2010 net profit of 52,600 yuan from January to June, January-June 2010 unaudited financial data.
before this release, Mr. Ren Jianhua directly holds 1.25% of the shares of the Company, and through Boss Group holds 75% of the investment company indirectly controlled 67.17% of the shares held by Ventures Ltd., Hangzhou Golden funded indirectly controls 69.19 percent of the 3.58% of the shares of the Company, together control 72% of the shares of the Company, based the actual controller of the company. Mr. Ren Jianhua of China nationality, no foreign permanent residence identity card number is 33012519560804 ****, canal home town of Yuhang District of Hangzhou Xinqiao snail hanging mesh group 3 Fair 153. Jian-Hua Ren He is currently Chairman of the Company and general manager.
nine, financial accounting information and management discussion and analysis
1, the financial statements:
consolidated balance sheet
Unit: RMB
Merge Balance Sheet (continued)
Unit:
(B3 version of the next turn)
Electric Co., Ltd. Hangzhou boss IPO
preliminary inquiry and to recommend the sponsor announcement
( lead underwriter): Guoxin Securities Co., Ltd. Hangzhou boss
Special Note
Electric Co., Ltd. under the guidance, object read this announcement.
Important
1, Hangzhou boss Electric Co., Ltd. (hereinafter referred to as shares (A shares) (hereinafter referred to as issued a preliminary inquiry, offline and online distribution issue.
2, this release by placing the object to the inquiry under the net placing ((hereinafter referred to as volume of 3,200 shares. preliminary inquiry and issued by the Sponsor under the net (underwriter) Guoxin Securities Co., Ltd. (hereinafter referred to as the organization, issued by the Shenzhen Stock Exchange's electronic platform for implementation under the net; online distribution through the Shenzhen Stock Exchange trading system.
3, Guoxin Securities as sponsor of this offering (underwriter) will be held November 3, 2010 ( T-5, Wednesday) to November 5, 2010 (T-3, Friday), the organization of this offering on-site promotion and preliminary inquiry. meet the requirements of the inquiry objects and placing objects can be chosen independently Beijing, Shanghai or Shenzhen to attend on-site promotion.
4, can participate in this inquiry line subscription object is consistent with object conditions, and the Securities Association of China has been (the in the initial inquiry deadline Nov. 5, 2010 (T-3 days) 12:00 self-registration in the Association or the management of securities investment business of product placement are the object of this offering, may participate in the second line subscription. with the issuer or sponsor (underwriter) relationship between the actual control object inquiry, did not participate in the initial inquiry or preliminary inquiry but did not participate in the inquiry objects offer not valid in the offline subscription .
6, by placing the object of this inquiry for the purchase unit, price and purchase amount to a way to declare the same time. to declare the smallest change in unit price of 0.01 yuan, placing the object for each file up to 3 to declare the price. Placing object independently decide whether to participate in the initial inquiry, the inquiry object network by the Shenzhen Stock Exchange issued under the unified electronic platform for reporting. inquiry should be required to conduct a preliminary inquiry the object, and bear the corresponding legal responsibility.
7, to promote pricing inquiry objects carefully, considering the number issued under this network Guoxin Securities Research Institute and the issuer of a reasonable valuation range, the lead underwriter will purchase the minimum number of object placement and reporting the smallest unit of change in the number of ; was set at 80 million, that is, placing the object files for each purchase 80 million shares of volume must be a multiple of, each placing the number of objects may not total more than 800 million purchase.
8, issuers and sponsors (lead underwriter) the results of the preliminary inquiry, in accordance with the subscription price sorted in descending order, calculated for each price corresponding to the total accumulated purchase, considering the fundamentals of the issuer, its industry, comparable company valuation level, market conditions, effective fund-raising requirements and underwriting risk factors, the issue price determined through consultation.
9, the issue price determined, the offer is not lower than before the issue price of placing the object in this line subscription. not involved in the participate in the preliminary inquiry or preliminary inquiry, but price is less than the issue price of placing the object may not participate in this line subscription. may be involved in placing objects under the net purchase amount of the subscription shall be effective for the initial purchase in the amount of inquiry; placing the object should be the issue price determined in accordance with the purchase of the product of the number of paid subscription model, not timely paid in full subscription fund, and will be treated as breach of contract and breach of contract should bear the responsibility, the lead underwriter will be reported to the SFC and the Association of non-compliance record.
10, if the net purchase amount is greater than effectively issued under this net amount, issuers and sponsors (underwriters) will conduct the drawing of lots by placing 摇号. 摇号 use by purchase of this unit (80 million) with number of methods, Guoxin Securities will offer placement of objects corresponding to the effective amount of the allocation of purchase number, each creation unit is allocated a number, will eventually shake out of 10 numbers, each number will be offered 80 million shares.
if the net amount effectively equal to 800 million purchase, issuers and sponsors (lead underwriter) will purchase in accordance with the actual number of placing objects directly placement.
effective subscription under the net amount, if less than 800 shares, issuers and sponsors (underwriters) will negotiate to take measures to suspend release.
11, placing the object can only be issued under options or online distribution network in a way to purchase. who participate in the initial Inquiry placing the object, regardless of the validity of quotes, it can not participate in the online issue.
12, issuers and underwriters will be November 12, 2010 in the notice of the result in the ballot and the Placing choose the restart issue:
(1) After the initial inquiry, the inquiry objects to provide an effective offer less than 20;
(2) issued under the net purchase amount is less than effective network issued under this number 800 million;
(3) the last valid purchase online in this online issue of the total amount is less than 3,200 shares back to the offline ...
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