青岛沃隆食品股份有限公司招股说明书(申报稿)

青岛沃隆食品股份有限公司 QingdaoWolongFoodCo.,Ltd. （山东省青岛市城阳区抱虎山路109号） 首次公开发行股票并在主板上市招股说明书 （申报稿） 保荐机构（主承销商） （广东省深圳市福田区中心三路8号卓越时代广场（二期）北座） 重要声明 中国证监会、交易所对本次发行所作的任何决定或意见，均不表明其对发行人注册申请文件及所披露信息的真实性、准确性、完整性作出保证，也不表明其对发行人的盈利能力、投资价值或者对投资者的收益作出实质性判断或保证。任何与之相反的声明均属虚假不实陈述。 根据《证券法》规定，股票依法发行后，发行人经营与收益的变化，由发行人自行负责；投资者自主判断发行人的投资价值，自主作出投资决策，自行承担股票依法发行后因发行人经营与收益变化或者股票价格变动引致的投资风险。 本次发行概况 本公司的发行申请尚需经上海证券交易所、中国证监会履行相应程序。本招股说明书（申报稿）不具有据以发行股票的法律效力，仅供预先披露之用。投资者应当以正式公告的招股说明书全文作为作出投资决定的依据。 发行股票类型 人民币普通股（A股） 拟发行股数 本次公开发行新股数量不超过2,500万股，占本次发行后股份总数不低于25%，本次发行不进行老股发售。 每股面值 人民币1.00元 每股发行价格 【】 预计发行日期 【】年【】月【】日 拟上市的证券交易所和板块 上海证券交易所主板 发行后总股本 不超过10,000万股 保荐机构（主承销商） 中信证券股份有限公司 签署日期 2023年【】月【】日 重要声明································ ································ ··························· 1 本次发行概况································ ································ ····················· 2 目录································ ································ ······························ 3 第一节释义································ ································ ····················· 7 目录 一、一般释义································ ································ ··············· 7 二、专业释义································ ································ ··············· 9 第二节概览································ ································ ··················· 12 一、重大事项提示································ ································ ······· 12 二、发行人及本次发行的中介机构基本情况································ ······ 14 三、本次发行概况································ ································ ······· 15 四、主营业务经营情况································································ ·17 五、发行人板块定位情况······························································ 17 六、发行人主要财务数据及主要财务指标········································· 20 七、财务报告审计截止日后主要经营状况········································· 20 八、发行人选择的具体上市标准····················································· 21 九、公司治理的特殊安排······························································ 21 十、募集资金运用与未来发展规划·················································· 21 第三节风险因素············································································ 22 一、行业相关风险······································································· 22 二、发行人相关风险································································ ···· 23 三、其他风险············································································· 25 第四节发行人基本情况································································ ··· 27 一、发行人基本信息································································ ···· 27 二、发行人设立及历史沿革概要情况··············································· 27 三、发行人股权结构································································ ···· 32 四、发行人子公司、参股公司简要情况············································ 33 五、发行人股东及实际控制人的基本情况········································· 36 六、发行人股本的有关情况··························································· 43 七、发行人董事、监事、高级管理人员简要情况································ 46 八、董事、监事、高级管理人员及其近亲属持有发行人股份的情况········ 50 九、董事、监事及高级管理人员报告期内的变动情况·························· 51 十、董事、监事、高级管理人员的对外投资情况································ 53 十一、董事、监事、高级管理人员的薪酬情况································ ··· 54 十二、发行人员工及其社会保障情况··············································· 56 第五节业务与技术········································································· 67 一、发行人主营业务、主要产品及演变情况······································ 67 二、发行人所处行业的基本情况····················································· 85 三、发行人在行业中的竞争情况··················································· 104 四、发行人销售情况和主要客户··················································· 118 五、发行人采购情况和主要供应商················································ 123 六、主要固定资产及无形资产······················································ 132 七、发行人的主要经营资质和特许经营权······································· 142 八、发行人技术水平与研发情况··················································· 143 九、安全生产和环境保护情况······················································ 147 十、发行人境外经营情况···························································· 148 第六节财务会计信息与管理层分析·················································· 149 一、财务报表··········································································· 149 二、与财务会计信息相关的重大事项或重要性水平的判断标准············ 155 三、审计意见及关键审计事项······················································ 155 四、财务报表的编制基础与合并财务报表范围及其变化情况··············· 157 五、分部信息··········································································· 157 六、报告期内采用的主要会计政策和会计估计································ · 158 七、非经常性损益情况······························································· 183 八、主要税收政策及税收优惠······················································ 185 九、主要财务指标····································································· 186 十、对经营成果、资产质量、偿债能力、流动性与持续经营能力等方面有重大影响的关键因素187十一、发行人对于经营成果的分析································ ················ 189 十二、发行人对于资产质量的分析································ ················ 211 十三、发行人对于偿债能力、流动性与持续经营能力的分析··············· 228 十四、资产负债表日后事项、或有事项及其他重大事项·············