Public transfer instructions
Sponsor broker
Donghai securities Co., Ltd.
June 2016
statement
The Company and all directors, supervisors and senior management personnel promise that there are no false records, misleading statements or major omissions in the public transfer instruction, and they will bear individual and joint legal responsibilities for its authenticity, accuracy and completeness.
The person in charge of the Company, the person in charge of accounting work and the person in charge of accounting institutions guarantee the truthfulness and completeness of the financial and accounting information in the public transfer instruction.
Any decision or opinion made by the National Share Transfer System Company on the public transfer of the company’s shares does not indicate that it makes substantive judgment or guarantee on the value of the company’s shares or the income of investors. Any statement to the contrary is a false statement.
According to the provisions of the Securities Law, the Company shall be responsible for the changes in its operation and income, and the investors shall bear the investment risks caused by such changes.
Important matters prompt
The Company specially reminds investors of the following risks and major issues:
First, the risk of macroeconomic fluctuations
General aviation services are closely related to macroeconomic operation. The agrochemical operation service in the company’s general aviation service is closely related to the agricultural development in the service area, and the workload of sowing and irrigation in agricultural production directly determines the demand for the company’s sowing operation. Therefore, the cyclical fluctuation of macro-economy has a certain impact on the company’s operating conditions.
Second, the actual controller improper risk
Zhao Wenxing, the actual controller of the company, holds a total of 65,607,600 shares of the company, accounting for 99.62% of the total shares of the company. If the actual controller uses his actual control power to improperly control the company’s production and operation, there is a risk of damaging the interests of the company or public investors.
Third, the risk of corporate governance
During the limited company period, there were some deficiencies in the company’s internal control, such as irregular borrowing of funds between the company and related parties. On June 3, 2016, the company was changed from a limited company as a whole to a joint-stock company, and the corporate governance structure was established and improved, and the internal control system adapted to the current development was formulated. However, due to the short time of the establishment of the joint-stock company, the implementation of the company’s management and internal control system has not been tested by a complete business cycle. Therefore, the company’s governance and internal control system may need to be further tested and improved, and there may be risks in the company’s operation that may affect its development due to improper management.
Fourth, suppliers are relatively concentrated in risk
The company is the exclusive agent of JabiruAircraftPtyLtd in China, Hong Kong and Macao. It acts as an agent to sell J160-C aircraft, 2200CC engine, 3300CC engine, assemble and sell J230-D aircraft, and purchases aircraft spare parts from Jabirua Company. one
If there are problems in the operation of Danjiabao Company, the company will not be able to obtain the products and raw materials of Jiabao Company, nor will it be able to produce and assemble J230-D aircraft, thus affecting the normal production and operation of the company.
V. Flight safety risks
Flight safety risk is one of the main risks faced by the company. Ensuring flight safety is an important problem faced by navigation manufacturing and operation companies. After the safety accident, the company may face problems such as asset loss, compensation for casualties and punishment by the competent authorities, which will bring risks to the company’s operation.
Because the company can’t predict whether different customers can carry out flight operation and regular maintenance of aircraft according to the flight guide after purchasing the aircraft, there are also flight safety risks brought by customers due to weather, illegal flight, parts failure, other force majeure and other factors, which has a negative impact on the company’s operation.
Sixth, the lack of aviation technical personnel
The company’s main business is navigation manufacturing and navigation operation. Navigation manufacturing business needs professional and highly skilled production and assembly engineers to carry out assembly operations; Navigation operations require pilots to have skilled skills and operational experience. The two businesses carried out by the company have a strong demand for aviation technical talents. Although the company has a certain number of professionals at present, it still cannot meet the future development needs. There is a risk that the lack of aviation technical talents will restrict the company’s development.
VII. Policy Risks Related to General Aviation Industry
General aviation service industry is an industry with strong policy. At present, China is actively promoting the pilot work of airspace reform, but there are still great uncertainties in the design method, airspace access conditions and specific opening time of low-altitude airspace. The general aviation policy has a great influence on the future development of the market, and has a certain impact on the company’s business development and operating efficiency.
Eight, seasonal risk
Navigation operation contributes greatly to the company’s revenue and gross profit margin. Aviation photography, agrochemical operations, and flight driver’s license training in navigation operations have certain seasonality. In winter, the outdoor weather in Northeast China is cold, which is not suitable for flying missions. In addition, agrochemical operations mainly come from services for crop growth.
The peak season usually appears from July to August every year. Seasonal characteristics make the company’s income and gross profit margin level may be different with the seasonal changes.
catalogue
Statement ….. 1
Tips on major issues ….. 2
I. Risk of Macroeconomic Fluctuation ……
II. Improper risk of actual controller ……
Iii. Risks of corporate governance ……
IV. Relatively concentrated risks of suppliers ……
V. Flight safety risks 3
VI. Lack of aviation technical personnel ……
VII. Policy risks related to the general aviation industry ……
VIII. Seasonal Risks ….. 3
Directory ….. 1
Interpretation ….. 7
Section 1 Basic information ……………..
I. Basic information of the company 9
II. Listing of the Company’s shares ….. 10
(1) Share code, share abbreviation and listing date ….. 10
(2) The arrangement for restricting the sale of shares held by shareholders and the voluntary lock-in commitment ….. 10
Iii. Shareholders of the Company ….. 11
(1) The equity structure chart ……………………….
(II) Basic information of the promoters’ shareholders …….
(3) The relationship between shareholders ……
(4) Basic information about the controlling shareholder and actual controller ……
(5) Basic information about other shareholders ……………………………………………
IV. Formation and changes of share capital since the establishment of the company …….
(I) The Limited Company was established in April 2008 ….. 14
(II) The first equity transfer in June 2010 …… 15
(III) The second equity transfer in March 2013 …… 16
(IV) The third equity transfer in March 2015 ………
(V) The fourth equity transfer in August 2015 ……….
(VI) The fifth equity transfer in October 2015 ……..
(VII) The first capital increase in February 2016 ………….
(8) Liquidation of the limited company’s share holding ….. 20
(IX) In May 2016, it was changed into a joint-stock company as a whole …….
V. Major asset reorganization since the establishment of the company ……….
(I) In May 2011, ZTE was absorbed and merged …….
(II) In August 2015, Yuelong was merged and opened to navigation ……..
VI. Basic Information of the Company’s Subsidiaries ….. 24
(1) Panjin Yuelong General Aviation Co., Ltd. ……
(2) Panjin Zhongao Airport Management Service Co., Ltd. ……
VII. Directors, Supervisors and Senior Managers of the Company ……
one
(1) Directors ….. 28
(II) Supervisors ….. 29
(3) Senior management personnel ….. 30
VIII. Major accounting data and financial indicators during the reporting period 31
IX. Intermediaries related to this listing ….. 33
(1) Sponsoring securities firms ….. 33
(2) Law firms ….. 33
(3) Accounting firms ….. 34
(4) Asset appraisal institutions ….. 34
(5) Securities registration and settlement institutions ….. 35
(6) Securities exchange places ….. 35
Section 2 Business of the Company ….. 36
I. Overview of the Company’s Business ………………………..
(1) Main business of the company ….. 36
(2) Main products or services and their uses ….. 36
II. Organizational Structure and Main Business Processes of the Company …… 41
(I) Internal organizational structure of the company ……
(II) Main business processes ….. 44
III. Key resource elements related to business 49
(1) The core competitiveness of the company ….. 49
(II) Major intangible assets ….. 50
(3) The business license qualifications or qualifications obtained ….. 51
(4) Main fixed assets ….. 55
(V) Lease of houses ….. 59
(VI) Information of employees ….. 59
Iv. Specific business conditions of the company ….. 62
(1) The specific composition of the company’s business ….. 62
(II) Sales of the top five customers in each period of the reporting period and their percentage in the total sales of the current period …… 62 (III) Purchase amount of the top five suppliers in each period of the reporting period and their percentage in the total purchase of the current period … 64 (IV) Business contracts and performance that have a significant impact on going concern ……………………………. 65
V. Business model 67
(1) Procurement mode ….. 67
(II) Sales Model …………………….
(III) Profit model ….. 69
VI. Industry in which the Company is located ………………
(1) General situation of the industry ….. 70
(II) Industry development and basic risks ….. 73
VII. Market Position and Competitive Advantage of the Company ….. 79
(1) Industry competition ….. 79
(II) Information about major competitors …….
Section 3 Corporate Governance ….. 87
I. Establishment, improvement and operation of the system of shareholders’ meeting, board of directors and board of supervisors in the last two years and the first phase of the company ………………………………………………………………………………………………………….. 87
Two
(1) The establishment and operation of the shareholders’ meeting, the board of directors and the board of supervisors ……
(2) The performance of duties by the above-mentioned institutions and personnel ….. 89
II. Construction and implementation of corporate governance mechanism ….. 89
(I) Discussion of the Board of Directors on whether the corporate governance mechanism can provide protection for shareholders and ensure shareholders to exercise relevant rights …………………………………………………………………………………………………… 89
(II) Construction of relevant mechanisms and systems for corporate governance ….. 90
(3) The evaluation results of the board of directors on the implementation of the corporate governance mechanism ….. 92
Iii. Violations and penalties of the company, controlling shareholder and actual controller in the last two years and the first phase … 92 (I) Violations and penalties of the company ……………………………………………………………. 92
(2) The violation of laws and regulations and punishment of the controlling shareholder and actual controller ……
Four, the company and the controlling shareholder, actual controller and other enterprises controlled by …………………………………………………………………… in terms of business, assets, personnel, finance and institutions 93.
(1) Separation of business ….. 93
(II) Separation of assets ….. 93
(III) Separation of personnel ….. 94
(4) Financial separation ….. 94
(V) Separation of institutions ….. 94
V. Horizontal Competition …