Stock abbreviation: Ginlong Technologies Co.Ltd(300763) Stock Code: 300763 Ginlong Technologies Co.Ltd(300763)
Ginlong Technologies Co., Ltd.
(No. 57, Jintong Road, Binhai Industrial Park, economic development zone, Xiangshan County, Zhejiang Province)
The gem issues a prospectus for convertible corporate bonds to unspecified objects
(Registration draft)
Sponsor (lead underwriter)
(No. 689, Guangdong Road, Huangpu District, Shanghai)
February, 2002
Statement
The company and all directors, supervisors and senior managers promise that there are no false records, misleading statements or major omissions in the prospectus and other information disclosure materials, and bear corresponding legal liabilities for their authenticity, accuracy and completeness.
The person in charge of the company, the person in charge of accounting and the person in charge of the accounting organization shall ensure that the financial and accounting materials in the prospectus are true and complete.
Any decision or opinion made by the CSRC and the exchange on this issuance does not indicate that they guarantee the authenticity, accuracy and integrity of the application documents and the information disclosed, nor do they indicate that they make substantive judgment or guarantee on the profitability, investment value of the issuer or the income of investors. Any statement to the contrary is a false statement.
Investors who subscribe for or hold the convertible corporate bonds shall be deemed to agree to the bond trustee agreement, the rules of the bondholders’ meeting and other relevant agreements on the rights and obligations of the issuer, bondholders, bond trustee and other subjects in the prospectus.
According to the provisions of the securities law, the issuer shall be responsible for the changes in the operation and income of the issuer after the securities are issued according to law. Investors independently judge the investment value of the issuer, make investment decisions independently, and bear the investment risks caused by changes in the operation and income of the issuer or changes in the price of securities after the issuance of securities according to law.
Tips on major issues
1、 Notes on the issuance of convertible corporate bonds meeting the issuance conditions
According to relevant laws and regulations such as the securities law and the measures for the administration of securities issuance and registration of companies listed on the gem (for Trial Implementation), the company’s issuance of convertible corporate bonds (hereinafter referred to as “convertible bonds” and “current convertible bonds”) to unspecified objects meets the legal issuance conditions. 2、 On the credit rating of convertible corporate bonds issued by the company this time
The convertible bonds issued by the company this time have been rated by China Securities PENGYUAN credit evaluation Co., Ltd., of which the main credit rating of the company is AA -, the credit rating of the convertible bonds this time is AA -, and the rating outlook is stable.
During the duration of this convertible bond, the rating agency shall conduct tracking rating at least once a year. If the credit rating of this convertible bond is reduced due to factors such as the external business environment, the company’s own situation or the change of rating standards, it will increase the investment risk of investors and have a certain impact on the interests of investors. 3、 There is no guarantee for the company to issue convertible corporate bonds this time
No guarantee is provided for the convertible corporate bonds this time. If an event seriously affects the company’s operating performance and solvency occurs during the duration of the bonds, the bonds may increase the repayment risk due to the failure to provide guarantee. 4、 Dividend distribution policy and cash dividend ratio of the company
(I) current profit distribution policy of the company
The current dividend distribution policy of the company complies with the relevant provisions of the notice on further implementing the matters related to cash dividends of listed companies and the guidelines for the supervision of listed companies No. 3 – cash dividends of listed companies issued by the CSRC. The profit distribution policy of the company’s current effective articles of association is as follows:
1. Profit distribution principle
The company implements a continuous and stable profit distribution policy, and the specific profit distribution mode shall be determined in combination with the company’s profit realization status, cash flow status and capital stock scale. The board of directors and the general meeting of shareholders of the company shall fully consider the opinions of independent directors and public investors in the decision-making and demonstration process of profit distribution policy.
2. Profit distribution form
The company distributes dividends in cash, stock or a combination of cash and stock. Where cash dividends are available, the company gives priority to the profit distribution mode of cash dividends. The annual cash dividends shall not be less than 10% of the distributable profits realized in the current year, and the accumulated profits distributed by the company in cash for three consecutive years shall not be less than 30% of the annual distributable profits realized in the three years. When the company has major investment plans or major cash expenditures or other events that need to meet the capital needs of the company’s normal production and operation, the company can distribute dividends in the form of shares.
3. Conditions for cash distribution
If the following conditions are met, the company shall make cash distribution. If the following conditions are not met, the company can determine whether to make cash distribution according to the actual situation:
(1) The distributable profit realized by the company in this year (i.e. the remaining after tax profit after the company makes up the loss and withdraws the accumulation fund) is positive;
(2) The audit institution shall issue a standard unqualified audit report on the company’s annual financial report; (3) The company has no major investment plan or major cash expenditure (except for the projects raised funds). Major investment plan or major cash expenditure means that the cumulative expenditure of the company’s proposed foreign investment, acquisition of assets or purchase of equipment in the next 12 months reaches or exceeds 10% of the company’s latest audited total assets and exceeds 50 million yuan.
4. Time interval of profit distribution
The company shall distribute annual profits in principle. If possible, the board of directors of the company may propose the company to distribute interim profits according to the company’s operating conditions.
5. Proportion of profit distribution
The board of directors of the company shall comprehensively consider the industry characteristics, development stage, its own business model, profitability and whether there are major capital expenditure arrangements, distinguish the following situations, and put forward differentiated cash dividend policies in accordance with the procedures specified in the articles of association:
(1) If the development stage of the company is mature and there is no major capital expenditure arrangement, the proportion of cash dividends in this profit distribution shall reach 80% at least;
(2) If the development stage of the company is mature and there are major capital expenditure arrangements, the proportion of cash dividends in this profit distribution shall reach 40% at least;
(3) If the development stage of the company is in the growth stage and there are major capital expenditure arrangements, when making profit distribution, the proportion of cash dividends in this profit distribution shall be at least 20%.
If the development stage of the company is not easy to distinguish, but there are major capital expenditure arrangements, it can be handled in accordance with the provisions of the preceding paragraph. 6. Decision making procedure and mechanism of profit distribution scheme
(1) The board of directors of the company shall study and demonstrate the timing, conditions and minimum proportion of the company’s cash dividend, adjustment conditions and decision-making procedure requirements according to the characteristics of the industry, development stage and its own business model, profitability, capital demand and other factors, formulate a profit distribution plan, and submit it to the general meeting of shareholders for deliberation after the independent directors express their clear opinions.
Independent directors can solicit the opinions of minority shareholders, put forward dividend proposals and directly submit them to the board of directors for deliberation.
(2) Before considering the profit distribution plan, the general meeting of shareholders shall actively communicate and exchange with shareholders, especially minority shareholders, through various channels, fully listen to the opinions and demands of minority shareholders, and timely respond to the concerns of minority shareholders.
(3) If the company is unable to determine the profit distribution plan of the current year according to the established cash dividend policy or the minimum cash dividend proportion due to special circumstances, the specific reasons and the clear opinions of independent directors shall be disclosed.
(4) If the cash dividend policy determined in the articles of association is adjusted or changed, the corresponding decision-making procedures shall be performed after detailed demonstration and approved by more than 2 / 3 of the voting rights held by the shareholders attending the general meeting of shareholders.
7. Change mechanism of the company’s profit distribution policy
If the company needs to adjust the profit distribution policy due to changes in the external environment or its own operation, investment planning and long-term development, the company can adjust the profit distribution policy. The company’s adjustment of profit distribution policy shall take the protection of the interests of shareholders and the overall interests of the company as the starting point, and fully consider the opinions of shareholders, especially small and medium-sized shareholders and independent directors. The board of directors shall formulate a new profit distribution policy after research and demonstration, and submit it to the general meeting of shareholders for deliberation and approval after the independent directors express their opinions.
(II) cash dividends of the company in recent three years
1. Profit distribution plan of the company in recent three years
(1) Year 2018
The company did not make profit distribution in 2018.
(2) 2019
On September 12, 2019, the second extraordinary general meeting of shareholders of the company in 2019 made a resolution and agreed that the company would distribute cash dividends of RMB 10 (including tax) for every 10 shares to all shareholders based on the total share capital of 79999952 shares, with a total profit of RMB 79999952 (including tax).
On April 20, 2020, the company held the 2019 annual general meeting of shareholders and agreed to increase 7 shares for every 10 shares to all shareholders with the capital reserve based on the total share capital of 79999952 shares on December 31, 2019. On April 29, 2020, the company completed the grant of restricted shares, and the share capital was correspondingly expanded to 81175352 shares. According to the principle that the distribution proportion remains unchanged, the equity distribution plan of the company in 2019 is: Based on the company’s existing total share capital of 81175352 shares, the capital reserve is converted into 7 shares for every 10 shares to all shareholders, and the total share capital is increased to 137998098 shares.
(3) Year 2020
On June 10, 2020, the company completed the grant of reserved restricted shares for the first time, and the share capital was correspondingly expanded to 138216598 shares. On August 26, 2020, the company held the fifth extraordinary general meeting of shareholders in 2020 and agreed to distribute cash dividends of RMB 10 (tax included) for every 10 shares to all shareholders based on the total share capital of 138216598 shares, with a total profit of RMB 138216598 (tax included).
On December 7, 2020, the company issued shares to specific objects for listing in 2020, and the share capital was correspondingly expanded to 145660789 shares.
On May 17, 2021, the company held the 2020 annual general meeting of shareholders, deliberated and approved the proposal on 2020 profit distribution and capital reserve conversion to share capital and the proposal on repurchase and cancellation of some restricted shares: 1) it was agreed to take the total share capital of 145660789 shares on December 31, 2020 as the base and convert the capital reserve to all shareholders by 7 shares for every 10 shares, After the conversion, the total share capital of the company was changed to 247623341 shares; 2) Repurchase and cancel 7500 restricted shares granted but not unlocked. On May 28, 2021, the company held the first extraordinary general meeting of shareholders in 2021, deliberated and approved the proposal on repurchase and cancellation of some restricted shares, and repurchased and cancelled 17850 shares of restricted shares granted but not unlocked. On June 22, 2021, the aforesaid repurchased shares have gone through the procedures of repurchasing and cancellation in Shenzhen Branch of China Securities Depository and Clearing Corporation Limited. A total of 25350 shares have been repurchased and cancelled, and the share capital has been correspondingly reduced to 145635439 shares. According to the principle that the distribution proportion remains unchanged, the company’s annual equity distribution plan for 2020 is: take the 145635439 shares of the company’s existing total share capital excluding the repurchased shares as the base, transfer 7 shares for every 10 shares to all shareholders with the capital reserve, and increase the total share capital to 247580246 shares.
(4) Year 2021
On August 19, 2021, Ginlong Technologies Co.Ltd(300763) held the third extraordinary general meeting of shareholders in 2021, deliberated and approved the proposal on the profit distribution plan for the half year of 2021, and agreed that the company would distribute cash dividends of RMB 5 (including tax) for every 10 shares to all shareholders based on the total share capital of 247580246 shares, with a total distributed profit of RMB 117506667.75 (including tax).
2. Cash dividends of the company in recent three years
The cash dividends of the company in recent three years are as follows:
Unit: Yuan
Dividend year
The consolidated statement of cash dividend amount belongs to the listed company, and the proportion of cash dividend in the current year belongs to the listed company
(tax included) net profit of shareholders proportion of net profit of shareholders of the company
2020 138216598.00 318104245.22 43.45%
2019 79999952.00 126583766.25 63.20%
2018 – 118064118.75-
The accumulated cash dividends (including tax) in the last three years totaled 218216550.00
The average annual net profit attributable to shareholders of Listed Companies in the last three years was 187584043.41
The cumulative cash dividends in the last three years accounted for the average annual income attributable to
