As of press time, in less than half a month of 2024, 13 IPOs have been terminated, of which 4 are projects sponsored by CITIC, and 2 projects sponsored by CITIC Construction Investment and Minsheng **.
Due to the withdrawal of the application for issuance and listing of China Aviation Fuel Group Petroleum Co., Ltd. *** and its sponsor, the Shanghai Stock Exchange terminated its issuance and listing review.
China Aviation Fuel Group Petroleum Co., Ltd. *** AVIC Petroleum").The main business is refined oil sales, warehousing services and city gas business. The company has set up 31 holding subsidiaries in 23 provinces, municipalities and autonomous regions, built a nationwide refined oil sales and distribution system, established a retail terminal network in most central cities and surrounding cities across the country, as well as supporting oil depots, oil pipelines, special railway lines, waterway transportation terminals and other infrastructure, and has established deep cooperative relations with many large domestic oil enterprises.
During the reporting period, the sales of the company's refined oil business to the top five customers are as follows:
As at the date of this ProspectusThe company has 89 commercial gas stations, 1 gas station, 19 gas stations in the airport area, and 17 oil depots in use (total storage capacity of 73.).020,000 cubic meters) and 17 oil pipelines in use.
In addition, Yan'an Gas, a wholly-owned subsidiary of the Company, is mainly engaged in commercial and residential natural gas in Yan'an urban area**, supporting pipe network construction, maintenance and safe operation. As of June 30, 2022, Yan'an Gas had a medium and low pressure pipeline network of 1,23922 kilometers, 3 natural gas transmission and distribution stations, with an annual gas supply capacity of about 26.5 billion cubic meters.
During the reporting period, the company's procurement of the top five ** merchants is as follows:
Controlling shareholder and actual controllerChina Aviation Fuel Group holds 9362% of the shares, the controlling shareholder of the company; SASAC holds 90% of the equity of China Aviation Fuel Group and is the actual controller of the company
Key Financial Data and Financial IndicatorsThe company's operating income in 2022 is in the range of 1,850,000000,000 to 1,930,000000,000 yuan, a year-on-year change of -797%% to -399%;Net income attributable to shareholders of the parent company ranged from 5,800000000 to 7,200000,000,Year-on-year change of -5084% to -3897%;Net profit attributable to shareholders of the parent company after deducting non-recurring gains and losses was 2,300000000 to 3,900000,000,Year-on-year change of -7869% to -6873%
The issuer explained that the main reason for the decline in the company's performance in 2022 is that the continuous recurrence of the new crown pneumonia epidemic and the regional silent management have greatly affected the normal purchase and sales rhythm and inventory arrangement of operators in the refined oil industry.
The specific listing criteria selected by the issuerAccording to the "Notice on the Transitional Period Arrangements for Relevant Administrative Licensing Matters Before and After the Full Implementation of the Registration-based Issuance System": "Enterprises that apply for an initial public offering** and are listed on the main board and do not meet the financial conditions of the registration-based system after the full implementation of the registration-based system, the financial conditions of the original approval system can be applied, but other aspects must still meet the conditions for issuance and listing under the registration-based system". Use of raised funds
The issuance does not exceed 40,000 shares, and the number of shares issued does not exceed 25% of the company's total share capital after the issuance, and it is planned to raise 163 billion yuan, after deducting the issuance costs, the funds raised in this issuance will be used for the following projects:
Litigation Risk
On May 7, 2019, Shanghai Petroleum Company, a subsidiary of the original issuer, filed a bankruptcy application with the Shanghai Railway Transport Court。On May 20, 2019, the Shanghai Railway Transport Court issued the (2019) Hu 7101 Po No. 29 Civil Ruling, based on the application of Shanghai Petroleum Company, and accepted the bankruptcy liquidation case of the debtor, Shanghai Petroleum Company. On May 24, 2019, the Shanghai Railway Transport Court appointed PricewaterhouseCoopers Zhongtian Certified Public Accountants (Special General Partnership) as the bankruptcy administrator. As at the date of this ProspectusThe Shanghai Railway Transport Court has organized two creditors' meetings, but no effective resolution has been formed for the time being, and is awaiting the ruling of the Shanghai Railway Transport Court on the bankruptcy of Shanghai Petroleum Company。In May 2020, the issuer received a notice of response from the Shanghai Railway Transport Court, and the bankruptcy administrator filed a lawsuit at the request of the creditorThe request was made to confirm the compensation of 24,740,804 between Shanghai Petroleum Company and the issuer for four gas stationsThe repayment of the $27 debt was invalid, and the request was made for the return of the four gas stations and the return of the fruits of the period of possession of the four gas stations。If the outcome of the litigation is unfavorable to the Company, or if the relevant related party transactions between Shanghai Petroleum Company and the issuer and its related parties are retrospectively invalidated, it will have an adverse impact on the current operating results. The risk that non-recurring gains and losses account for a high proportion of net profit
During the reporting period, the issuer's net non-recurring gains and losses attributable to owners of the parent company were 65,128250,000 yuan, 3,906180,000 yuan, 1,004060,000 yuan, 3,776770,000 yuan, the absolute value of which accounted for the proportion of net profit attributable to the owners of the parent company in the same period. 36%。In May 2019, Shanghai Petroleum Company, a subsidiary of the original issuer, was no longer included in the scope of consolidation and reversed the loss of the previous year, resulting in an investment income of 65,453200,000 yuan, which made the issuer's current non-recurring profit and loss in 2019 increase significantly. In the first half of 2022, the issuer's Shaanxi company obtained a gain of 4,861150,000 yuan, resulting in a large amount of non-recurring profit and loss in the current period. If the issuer incurs a large amount of non-recurring profit or loss in the future, the net profit of the issuer will be greatly affected. 1. Historical investment. According to the prospectus, when Petroleum Co., Ltd. was established in 2004, the buildings used by the controlling shareholder, China Aviation Oil Group, were not subject to real estate certificates or changed their names to the oil company due to historical reasons, and the total appraised value of these buildings was 4,194410,000 yuan. In order to compensate for the defects in capital contribution, China Aviation Fuel Group (CNAF) provided 14 parcels of land as compensation for the above-mentioned defects in capital contribution. The total assessed value of the 14 parcels of land was 5,565250,000 yuan, which is more than the appraised value of the buildings funded by China Aviation Fuel Group when Petroleum Co., Ltd. was established in 2004.
Issuers are requested to explain and supplement the disclosure:
1) Whether the above-mentioned in-kind contributions have fulfilled the necessary legal procedures, and whether the assessment agency has the relevant qualifications; (2) the impact of the above-mentioned defective capital contributions, whether the issuer or relevant shareholders have been subject to administrative penalties due to the defective capital contribution, whether it constitutes a material illegal act and whether it constitutes a legal obstacle to the issuance, whether there are disputes or potential disputes, and whether there is a risk of being punished by the relevant authorities due to the defective capital contribution;
3) Fully disclose the defects in capital contribution and the remedial measures taken. The sponsor and the issuer's lawyer are requested to review and express their opinions. 7. During the reporting period, the issuer received a total of 7 administrative penalties in environmental protection. Issuers are requested to explain and disclose: (1) the specific links involved in environmental pollution in production and operation, the names and emissions of major pollutants, the main treatment facilities and treatment capacity;
(2) During the reporting period, the issuer's environmental protection investment and related expenses, the actual operation of environmental protection facilities, and whether the environmental protection investment and environmental protection-related costs during the reporting period match the pollution generated by the company's production and operation; (3) The environmental protection measures taken by the fund-raising project and the corresponding funds** and amounts, etc.;
(4) Whether the company's production and operation and investment projects of raised funds comply with national and local environmental protection requirements, if the issuer has an environmental accident or is subject to administrative penalties, it shall disclose the reasons and processes, whether the issuer constitutes a major illegal act, and whether the rectification measures and rectification comply with the relevant provisions of environmental protection laws and regulations. Ask the sponsor and the issuer's lawyer to conduct a comprehensive and systematic check: Whether the issuer meets the national and local environmental protection requirements, whether the projects that have been built and the projects under construction that have started have fulfilled the environmental impact assessment procedures, the company's pollutant discharge compliance testing and on-site inspection by the environmental protection department, whether the company has environmental accidents or major mass environmental protection incidents, and the company's environmental protection reports. The sponsor and the issuer's lawyer should express a clear opinion on whether the issuer's overall production and operation comply with national and local environmental protection regulations and requirements, and if the issuer has had an environmental accident or has been punished for environmental protection issues, the sponsor and the issuer's lawyer should express a clear opinion on whether it constitutes a material violation.
Issuers are requested to explain and disclose, whether there were safety accidents during the reporting period, whether each gas station has established a sound safety production management system, whether there are potential safety hazards, whether the implementation of the safety system is effective, and whether the issuer has violated laws and regulations in terms of safety production. Please ask the sponsor and the issuer's lawyer to check and give a clear opinion.