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农 产 品: 农产品与国信证券股份有限公司关于深圳市农产品集团股份有限公司申请向特定对象发行股票的审核问询函的回复报告(2025年一季度财务数据更新版)

Core Viewpoint - The company is seeking to raise up to 2 billion RMB through a private placement of shares to specific investors, primarily to fund ongoing and new agricultural wholesale market projects, improve liquidity, and repay bank loans [2][12][15]. Group 1: Financing and Investment Projects - The company plans to issue shares to no more than 35 specific investors, with the controlling shareholder, Shenzhen Agricultural and Food Investment Holding Group Co., Ltd., committing to subscribe for 1.3 billion RMB [2]. - The total investment for the projects includes 850 million RMB for the Guangming Hai Jixing Phase II project and 520 million RMB for the Changsha Hai Jixing Phase II continuation project, with additional funds allocated for working capital and loan repayment [13][14]. - The Guangming Hai Jixing project aims to enhance the supply chain for agricultural products in Shenzhen, while the Changsha project focuses on seafood and vegetable processing and distribution [13][14]. Group 2: Financial Health and Market Position - As of March 31, 2025, the company had 2.033 billion RMB in cash, with 577 million RMB restricted, leaving 2.028 billion RMB available for use [5][12]. - The company has a high debt-to-asset ratio of 60.30%, which is above comparable companies, indicating a need for improved capital structure through the proposed financing [12][15]. - The company’s revenue for 2024 was 4.161 billion RMB, with a net profit of 783 million RMB, showing a strong operational performance despite some projects facing competitive pressures [9][12]. Group 3: Market Demand and Competitive Landscape - The agricultural wholesale market is crucial for connecting small-scale producers with consumers, facilitating efficient distribution and reducing risks for retail outlets [16][17]. - The company operates in a highly fragmented market, where the establishment of multiple wholesale markets is necessary to meet diverse consumer demands and ensure food supply stability [16][18]. - The agricultural sector in China is characterized by a high volume of transactions, with the wholesale market accounting for a significant portion of the total agricultural trade, which was estimated at 5.7 trillion RMB in 2022 [18].