From 20 18 to 202 1, the operating income of Guaibao pets is 122, 1 12400 yuan, 140, 314/kloc-0 respectively. The main business income is 12 18522900 yuan, 140090 10000 yuan, 2004 16900 yuan and 2560077300 yuan respectively.
During the reporting period, the net profit attributable to the owners of the parent company was 44.522 million yuan, 4160.2 million yuan,16.5438+048.454 yuan and 38+0.000 million yuan respectively. 246 16000 yuan, 340200 yuan, 10494200 yuan, 12290438+00000 yuan.
During the reporting period, the net cash flow generated by the company's operating activities was 99.7708 million yuan,-36.9543 million yuan,17565438+03400 yuan and 93.9342 million yuan respectively, and the cash received from selling goods and providing services was126.3754 million yuan respectively.
After calculation, the company's net cash ratio is 2.24, -8.88, 1.57 and 0.67 respectively.
From 20 19 to 202 1, the gross profit margin of Guaibao's main business is 28.87%, 33. 12% and 32.79% respectively, and the net interest rate is 0.30%, 5.54% and 5.5 1% respectively. The company's net interest rate has not exceeded 6% in recent three years.
Overseas market is an important source of the company's operating income. During the period from 20 19 to 202 1, the proportion of the company's overseas business income to its main business income was 46.07%, 48. 17% and 47.88% respectively, and the change of overseas market demand had a great impact on the company's business development.
From 20 18 to 202 1, the book balance of darling pet inventory is 195396700 yuan, 28525500 yuan, 398 19 1700 yuan and 585 19 respectively. 4,972,500 yuan, 395,468,500 yuan and 58,322,654,380,600 yuan, accounting for 38.88%, 38.05%, 48.03% and 48.02% of current assets respectively.
From 20 18 to 202 1, the productivity utilization rate of Guaibao pet staple food was 67.5 1%, 96.99%, 80.97% and 67.40% respectively, and the production and sales rates were 97.98%, 93.86%, 99.34% and 67.40% respectively. The capacity utilization rates of snacks are 96.75%, 90.55%, 92.05% and 93.94%, and the production and marketing rates are 93.77%, 97.77%, 99.90% and 96.89%, respectively.
From 20 18 to 202 1, the proportion of pet snack sales of darling babies was 7 1.9 1%, 64.93%, 64.65% and 63.67% respectively. The proportion of staple food sales was 27.9 1%, 34.53%, 34.70% and 35.62% respectively. Health products and other sales accounted for 0. 18%, 0.54%, 0.65% and 0.7 1% respectively.
From 20 18 to 202 1, the sales expenses of Guaibao pets are 16670200 yuan, 2459 15600 yuan, 340807800 yuan and 459326500 yuan respectively. During the reporting period, the company sponsored well-known variety shows such as Life I yearn for and Going to the Forbidden City, and hired Nicholas Tse as the spokesperson. During the reporting period, the company's business promotion expenses were 49.9635 million yuan, 79.065438+0.57 million yuan,1.2468 million yuan and 1.7 yuan respectively.
From 20 19 to 202 1, the company's sales expense ratio is 17.53%, 13. 12% and 13.82%, respectively, and the average sales expense ratio of comparable companies in the same industry is 8.42.
During the reporting period, Guaibao Pet and its domestic holding subsidiaries were subjected to * * * 4 administrative penalties, involving a fine of * * * 290,000 yuan. Guaibao USA, an overseas holding subsidiary, received two administrative penalties.
As of the signing date of the prospectus, Guaibao Pet and its subsidiary Guaibao USA, Hua Qin, the actual controller of Guaibao Pet, and Li Zhaowei, the director of R&D, are involved in pending lawsuits. In addition, the prospectus also disclosed an appearance patent infringement dispute.
Engaged in the production and sale of pet food and raised 600 million yuan.
Guaibao pets are engaged in the research, development, production and sales of pet food. Mainly engaged in dog and cat multi-category pet food. Its main products include staple food series with scientific nutrition formula, snack series with meat and fish as main raw materials, and health care products series with freeze-dried lecithin, calcium lactate and other functional raw materials. The company's main products are dog and cat food, covering more than a thousand kinds of staple food series, snack series and health care products series.
As of the signing date of the prospectus, the natural person Dong Huaqin directly holds 50.8496% of the shares of Guaibao Pet, and controls 2.095438+02% of the voting rights of Liaocheng Huaju and 0.7430% of Liaocheng Huazhi respectively. In addition, Hua Qin concerted action person Qin Xuanang controls the voting rights of 7.7045% shares of the Company through Liaocheng Haiang. Hua Qin is the executive partner of Liaocheng Huaju and Liaocheng Huazhi, and Qin Xuanang, the executive partner of Liaocheng Haiang, is the son of Hua Qin and the concerted action of Hua Qin. Therefore, its concerted parties control 665,438+0.3883% of the voting rights of the shareholders of the company, and Qin Huawei is the controlling shareholder and actual controller.
Guaibao Pet intends to be listed on the Growth Enterprise Market of Shenzhen Stock Exchange, and the number of shares to be issued shall not exceed 40,004,500 shares (excluding over-allotment option), accounting for no less than 65,438+00% of the total share capital after issuance. The sponsor institution (lead underwriter) of this offering is Zhongtai Securities Co., Ltd., the sponsor representatives are Chen Fenghua and Sun, and the joint lead underwriter is China International Capital Corporation.
The company plans to raise 600,002,000 yuan, of which 367,374,654,38+0,000 yuan will be used for the expansion project of pet food production base, 765,438+0,965,438+0, 500 yuan will be used for the intelligent warehousing upgrade project, 30,604 will be used for the R&D center upgrade in 800 yuan.
During the reporting period, the company did not distribute dividends.
The net profit of 20 19 is 4 160200 yuan.
From 20 18 to 202 1, the operating income of Guaibao pets is 122, 1 12400 yuan, 140, 314/kloc-0 respectively. The main business income is 12 18522900 yuan, 140090 10000 yuan, 2004 16900 yuan and 2560077300 yuan respectively.
During the reporting period, the net profit attributable to the owners of the parent company was 44.522 million yuan, 4160.2 million yuan,16.5438+048.454 yuan and 38+0.000 million yuan respectively. 246 16000 yuan, 340200 yuan, 10494200 yuan, 12290438+00000 yuan.
During the reporting period, the net cash flow generated by the company's operating activities was 99.7708 million yuan,-36.9543 million yuan,17565438+03400 yuan and 93.9342 million yuan respectively, and the cash received from selling goods and providing services was126.3754 million yuan respectively.
After calculation, the company's net cash ratio is 2.24, -8.88, 1.57 and 0.67 respectively.
The net interest rate in the last three years has not exceeded 6%.
From 20 19 to 202 1, the gross profit margin of Guaibao's main business is 28.87%, 33. 12% and 32.79% respectively, and the net interest rate is 0.30%, 5.54% and 5.5 1% respectively.
During the reporting period, direct materials accounted for 80.48%, 865,438+0.865%, 438+0% and 83.84% of the production cost respectively, all exceeding 80%. Due to the large proportion of raw materials in the pet food industry, the price fluctuation of main raw materials such as chicken breast and duck breast will have a great impact on the company's gross profit margin.
During the reporting period, the company's sales expenses in each period were 2,459,654,388+0.56 million yuan, 340,807,800 yuan and 459,326,500 yuan respectively, accounting for 65,438+07.53%, 65,438+06.93% and 65,438+respectively.
The prospectus shows that in recent years, the company has actively promoted domestic business and increased investment in marketing and promotion, which has had a certain impact on the scale of the company's operating profit; International trade frictions and exchange rate fluctuations will have a greater impact on the company's export business, and the depreciation of the US dollar will have a greater negative impact on the gross profit margin of the company's export business and weaken the profitability of the export business; The development of global COVID-19 epidemic has brought adverse effects on the normal development of international trade and cross-border logistics. At the same time, the COVID-19 epidemic may profoundly affect people's living habits, and then lead to changes in the scale or structure of people's demand for pet food, bringing uncertainty to the development of the pet food industry. The company faces the risk of profit fluctuation or even loss.
Overseas business income accounted for 47.88%
Overseas market is an important source of the company's operating income. During the period from 20 19 to 202 1, the proportion of the company's overseas business income to its main business income was 46.07%, 48. 17% and 47.88% respectively, and the change of overseas market demand had a great impact on the company's business development.
The products exported by the company are mainly sold to North America, Europe, Asia and other regions. The United States is the main exporter of the company's products. From 20 19 to 202 1, the proportion of American market in the company's overseas business income was 65.69%, 7 1.24% and 62.67% respectively. Since May 20 19, the United States has imposed a 25% tariff on pet food imported from China. Affected by this, the price advantage of the company's domestic products exported to the United States was weakened.
If the trade restrictions such as tariff or non-tariff barriers in the company's main export markets continue or escalate in the future, the company's export business will face the risk of declining market demand and impaired business performance.
The company adopts OEM/ODM mode to produce pet food for overseas customers, which has a great demand for labor resources and a high degree of homogenization of products from similar manufacturers. With the promotion of global economic integration and the deep integration of industrial layout, emerging economies such as Thailand and Vietnam may gain greater advantages in the pet food market competition with their low labor costs, which will have a certain impact on the company's overseas market demand, and there is a risk that the company's overseas business will intensify the competition in overseas markets.
In addition, compared with the main competitors, the company's OEM/ODM business entered some overseas markets late, with a low market share, and faced the risk of adverse market development.
The inventory of 202 1 is 590 million yuan.
From 20 18 to 202 1, the book balance of darling pet inventory is 195396700 yuan, 28525500 yuan, 398 19 1700 yuan and 585 19 respectively. 4,972,500 yuan, 395,468,500 yuan and 58,322,654,380,600 yuan, accounting for 38.88%, 38.05%, 48.03% and 48.02% of current assets respectively.
Among them, the balance of goods in stock is 9 186 12000 yuan,1794900 yuan, 132304800 yuan and 259385300 yuan respectively, accounting for 4706534.
From 20 19 to 202 1, the company's inventory turnover rate is 4. 15, 4. 16 and 3.73 respectively, and the average inventory turnover rate of comparable companies in the same industry is 4.82, 5. 15 and 3.78 respectively.
Last year, the utilization rate of staple grain production capacity was 67.40%
From 20 18 to 202 1, the proportion of pet snack sales of darling babies was 7 1.9 1%, 64.93%, 64.65% and 63.67% respectively. The proportion of staple food sales was 27.9 1%, 34.53%, 34.70% and 35.62% respectively. Health products and other sales accounted for 0. 18%, 0.54%, 0.65% and 0.7 1% respectively.
During the reporting period, the main staple food production capacity of Guaibao pets was 565,438+0,265.26 tons, 565,438+0,546.97 tons, 83,654,38+006.37 tons, 654,38+024,260.07 tons respectively, and the capacity utilization rate was 67.5.
During the reporting period, the company's snack production capacity was 265,438+0,988.68 tons, 25,509.36 tons, 32,944.25 tons and 36,842.48 tons respectively, and the capacity utilization rates were 96.75%, 90.55%, 92.05% and 93.94% respectively.
13.82% sales expense rate is the highest among comparable companies.
From 20 18 to 202 1, the sales expenses of Guaibao pets are 16670200 yuan, 2459 15600 yuan, 340807800 yuan and 459326500 yuan respectively.
The company's sales expenses mainly include business promotion fees, sales service fees, employee salaries, freight, courier fees, etc.
The company's business promotion expenses mainly come from domestic business development, including brand promotion expenses such as variety show sponsorship fees, TV drama advertising fees, celebrity endorsement fees, and online promotion expenses of e-commerce platforms such as Tmall and JD.COM.
During the reporting period, the company sponsored well-known variety shows such as Life I yearn for and Going to the Forbidden City, and hired Nicholas Tse as the spokesperson. During the reporting period, the company's business promotion expenses were 49.9635 million yuan, 79.065438+0.57 million yuan,1.2468 million yuan and 1.7 yuan respectively.
During the reporting period, employees' salaries in the company's sales expenses were RMB 365,438+0,032,446,5438+0,680,583,665,5438+0,700 and 66.5 million respectively, which gradually increased with the expansion of the company's sales scale.
From 20 19 to 202 1, the company's sales expense ratio is 17.53%, 13. 12% and 13.82%, respectively, and the average sales expense ratio of comparable companies in the same industry is 8.42.
***6 Administrative penalties at home and abroad
During the reporting period, Guaibao Pet and its domestic holding subsidiaries were subjected to * * * 4 administrative penalties, involving a fine of * * * 290,000 yuan. Guaibao USA, an overseas holding subsidiary, received two administrative penalties.
1 and Liao Guan Wei Zi [2020] No.0003 show that Guaibao Pet mortgaged two sets of duty-free equipment expanders under the customs declaration form to Liaocheng Development Zone Sub-branch of Qilu Bank from July 9, 20/kloc-0 to May 2, 2020, and the penalty date for violating People's Republic of China (PRC) and China Sea is 2020. The rectification measures show that the fine has been paid and rectified as required, and the law-abiding certificate of Liaocheng Customs has been obtained, and it is determined that the matter is not a major violation of laws and regulations.
2. According to [2065438+09] No.49, the office building and restaurant project built by Shandong Haichuang failed to build the air defense basement or pay the construction fee for the air defense basement in different places according to the relevant provisions of the state. Liaocheng Housing and Urban-Rural Development Bureau issued the Notice of Order (Rectification within a Time Limit) to Shandong Haichuang on 20 19. Shandong Haichuang realized the existence of illegal facts on 20 19129, and paid the due civil air defense construction fee in full. 2009120/20 165438 Liaocheng Housing and Urban-Rural Development Bureau made a decision on administrative punishment (2019) No.49, giving Shandong Haichuang a warning and exempting from the administrative penalty of fine. The penalty date is 20 19 1 1.20, and the rectification measures show that the due civil air defense construction fee has been paid in full.
3.50 [20 19] shows that the office building project built by Shandong Haichuang failed to build the air defense basement or pay the construction fee for the air defense basement in different places according to the relevant regulations of the state. Liaocheng Housing and Urban-Rural Development Bureau issued the Notice of Ordering Correction within a Time Limit to Shandong Haichuang on 20 19. Shandong Haichuang realized the existence of illegal facts on 20 19129, and paid the due civil air defense construction fee in full. 2009120 October 20 165438 Liaocheng Housing and Urban-Rural Development Bureau issued the Administrative Punishment Decision (2019) No.50, and the penalty date was 20191.20.
4. According to Zi Chu [20 19] No.51of China Construction Bank, the R&D center and living center project of Guaibao Materials were not built in accordance with the relevant national regulations or the relocation fee of the air defense basement was paid in different places. Liaocheng Housing and Urban-Rural Development Bureau issued the Notice of Ordering Correction within a Time Limit to Guaibao Materials on September 19, 2009. Guaibao Materials realized the existence of illegal facts and paid the due civil air defense construction fee in full on 20 19129. 2019165438+10 On 20 October, Liaocheng Housing and Urban-Rural Development Bureau issued the Decision on Administrative Punishment to Guaibao supplies (Liao Housing Zi Chu [2019] No.51). In view of the fact that Guaibao supplies are illegal, The penalty date is 20 19 1 1.20, and the rectification measures show that the due civil air defense construction fee has been paid in full.
During the reporting period, the overseas holding subsidiaries of Guaibao Pet were subject to the following administrative penalties:
Guaibao USA: (1) Guaibao USA failed to declare withholding tax of US$ 30,636 in 2017, and was fined by InternalRevenueService (US$ 6,893.10, US$ 0 1.378.62 not paid). As of March 8, 20 19, 18, the fine amount was USD 82,765,438 +0.72, and the interest payable (late fee) was USD 65,438+USD 0.5065,438+0.90; Due to failure to pay on time, the fine (US$ 8,271.72) payable as of October 24th, 20 19, plus the accumulated interest payable * * *10,093.34. Compal USA has paid the above fine and interest (late fee). (2) On February 4th, 2009, Compal USA was ordered to pay $4,395.47 by the California Employment Development Department for non-compliance in salary, working hours, employee insurance and personal tax, and Compal USA paid the money as required.
The lawsuit is pending in the United States.
As of the signing date of the prospectus, Guaibao Pet and its subsidiary Guaibao USA, Hua Qin, the actual controller of Guaibao Pet, and Li Zhaowei, the director of R&D, are involved in pending lawsuits.
About the NPIC case. On April 20 17, Guaibao Pet established Guaibao USA Company, and planned to produce and sell products in the United States, mainly including staple food and beef jerky. 20 17, 165438+ 10. In October, Compal USA hired Zhu Jie (hereinafter referred to as NPIC) as the chief operating officer, and Zhu Jie introduced Ping Hualei, former NPIC employees, Dr. Shen-Chen Shi and Joan Yinying.
2065438+April 2008, NPIC Company sued Zhu Jie, Lei Pinghua and Chen Qiongying in Texas court, claiming that these former employees of NPIC violated the corresponding non-competition agreement and/or confidentiality agreement signed with NPIC; 2065438+June 2008, NPIC sued Chen Xinxi, Guaibao America and Guaibao Pet, claiming that Chen Xinxi violated the non-competition agreement signed with NPIC, and Guaibao Pet and Guaibao America stole NPIC's trade secrets through Zhu Jie and Lei Pinghua. This case is case no 200 1. District Court of Colin County, Texas199-01725-2018 (hereinafter referred to as state court litigation). On September 20 18, Compal USA dismissed Zhu Jie, Lei Pinghua, Chen Xinxi and Chen Qiongying.
Guaibao Pets never filed a defense in the state court proceedings, and Guaibao USA challenged the jurisdiction of the court and advocated special leave under Texas law to seek dismissal of the case. On May 22, 2020, NPIC withdrew all claims against Guaibao Pets and Guaibao USA in state court proceedings, but retained all claims against former employees of NPIC.
On May 15, 2020, NPIC sued Guaibao Pet, Guaibao USA, Hua Qin and Li Zhaowei in the federal court (caseNo. 4:20-cv-40 1, hereinafter referred to as NPIC case), claiming that the defendant (1) violated the federal and Texas laws for stealing trade secrets. (2) Improper interference with the non-competition and confidentiality agreement that NPIC claims to have signed with its former employees; (3) Conspiracy to steal the trade secrets of NPIC. NPIC requires the defendant to pay damages totaling not less than USD 225,000 (the scope of damages claimed by NPIC includes but not limited to: any actual, direct, indirect, incidental and consequential damages, losses related to the interests improperly obtained by the defendant, loss of NPIC's market value, confiscation of the defendant's income or profits, reasonable attorney fees and legal fees, etc.). ), and advocates the application of punitive damages according to local laws; In addition, NPIC seeks an injunction to permanently prohibit the defendant from using NPIC trade secrets (including the defendant shall not continue to hold, disclose, use or sell or transfer NPIC confidential information and trade secrets to any third party, and shall not sell any products manufactured with NPIC confidential information or trade secrets).
According to the NPIC case memorandum provided by YeterColeman Law Firm, due to the influence of COVID-19 epidemic, the case is still in the early stage, the court has not yet solved a series of motions put forward by the defendant, and YeterColeman Law Firm has not obtained the basic data from NPIC to enable it to independently evaluate the potential compensation amount; If NPIC can prove that this is the responsibility of any defendant, the final compensation will depend on the value that NPIC can prove the stolen trade secrets. However, based on Yetkoleman's understanding of the facts of the case, Yetkoleman believes that if NPIC finally wins the case, the most likely compensation range in this case is 500,000 to 6.5438+0.5 million US dollars.
According to the company's investigation (by comparing the product composition table) on the dental scaler products sold and on sale during the reporting period (the trade secret advocated by NPIC is about the formula and technology of producing dental scaler), the company confirmed that NPIC product formula was not used in the products being produced and sold in the past and now, and no other trade secrets of NPIC were used.
20 14 company began to develop dental cleaning bone products, which were sold on 20 16. The equipment and technology for producing dental cleaning bone products have been used in China for a long time, and the related technologies and processes have matured. During the reporting period, the sales income of the company's tooth cleaning products was 9.969 million yuan, 9.7099 million yuan and 7.7808 million yuan respectively, accounting for 0.7 1%, 0.48% and 0.30% of the main business income in the current period, accounting for a relatively small proportion.
According to the prospectus, Hua Qin, the actual controller of the company, has issued a written commitment: I promise to bear all the legal fees, any losses and compensation liabilities arising from the lawsuit filed by Nature Olympic Company against the darling pet and its overseas subsidiaries GambolPetUSAInc and Li Zhaowei, so as to ensure that the darling pet will not suffer any economic losses. After undertaking the above compensation, I will not exercise the right of recourse against the pet for these expenses.
According to the prospectus, Guaibao Pet has no trade secrets of using NPIC. Even if the final judgment requires the company to permanently ban the use of NPIC trade secrets, it will not have a significant adverse impact on the company's continuing operations.
The dispute of appearance patent infringement is pending.
On June 27th, 2022, 65438, the darling pet and its subsidiary Shandong Hongfa received the civil ruling ((2022) Lu 0 1No.) issued by the Intermediate People's Court of Jinan City, Shandong Province (hereinafter referred to as Jinan Intermediate People's Court). It is recorded that the applicant Yantai Alice Zhongchong Food Co., Ltd. (hereinafter referred to as Alice Zhongchong) applied to Jinan Intermediate People's Court to take preservation measures against the relevant evidence of Guaibao Pet and Shandong Hongfa's design patent (hereinafter referred to as the patent involved) (patentNo. ZL20 1530 150238.8). Accordingly, Jinan Intermediate People's Court ruled that the following preservation measures should be taken for Guaibao pets and Shandong Hongfa (hereinafter referred to as this evidence preservation): People's Republic of China (PRC) and Jinan Customs should take the preservation measures for Guaibao pets, and 201165438+1October 30th to 202165438+/for Shandong Hongfa. Export data of kebab products with commodity code 2309 1090 (hereinafter referred to as the products involved) (including information such as the owner's unit, export time, export quantity, specifications, amount, sales area, etc.), and sampling the above export products. The civil ruling also stated that if the applicant did not file a lawsuit within 30 days after the people's court took the preservation measures according to law, the Jinan Intermediate People's Court would lift the preservation according to law.
At present, the company has taken active measures to respond to the lawsuit and hired Beijing Chaocheng Law Firm (hereinafter referred to as Beijing Chaocheng) to provide legal services for appearance patent infringement disputes. Beijing Chaocheng has requested China National Intellectual Property Administration to declare the patent involved invalid on behalf of Guaibao Pet. After formal examination, China National Intellectual Property Administration complied with the relevant provisions of the Patent Law, its implementing rules and examination guidelines, and accepted the request for invalidation on March 5, 2022.
On April 6, 2022, Guaibao Pet and Shandong Hongfa received the civil complaint, court summons and notice of responding to the lawsuit in case (2022) Lu 0 1 Zhiminchu 295 sent by Jinan Intermediate People's Court. According to the civil complaint, Alice Zhongchong sued Guaibao Pet and Shandong Hongfa (hereinafter referred to as the two defendants) as plaintiffs, claiming that the two defendants' actions of producing, selling, promising to sell and exporting products without permission infringed the plaintiff's design patent, and filed the following litigation request: (1) ordered the two defendants to immediately stop infringing the plaintiff's patent, that is, immediately stop manufacturing and selling. (2) Order two quilts