Stock abbreviation: Zhejiang Double Arrow Rubber Co.Ltd(002381) Stock Code: 002381 Zhejiang Double Arrow Rubber Co.Ltd(002381)
（Zhejiang Double Arrow Rubber Co., Ltd.）
Public issuance of convertible corporate bonds
Prospectus
Sponsor (lead underwriter)
(401, building B7, Qianhai Shenzhen Hong Kong fund Town, 128 guiwan fifth road, Nanshan street, Qianhai Shenzhen Hong Kong cooperation zone, Shenzhen) February 2002
Statement
All directors, supervisors and senior managers of the company promise that the prospectus and its abstract do not contain any false, misleading statements or major omissions, and guarantee the authenticity, accuracy and completeness of the information disclosed.
The person in charge of the company, the person in charge of accounting and the person in charge of the accounting organization (Accounting Supervisor) shall ensure that the financial and accounting reports in the prospectus and its abstract are true and complete.
Any decision made by the securities regulatory authority and other government departments on this issuance does not indicate that it makes a substantive judgment or guarantee on the value of the securities issued by the issuer or the income of the investors. Any statement to the contrary is a false statement.
According to the provisions of the securities law of the people's Republic of China, after the securities are issued according to law, the issuer shall be responsible for the changes in the operation and income of the issuer, and the investors shall be responsible for the investment risks caused by the changes.
Tips on major issues
The company specially reminds investors to pay full attention to the following major matters and carefully read the chapters on risk factors in this prospectus.
1、 Notes on the issuance of convertible bonds meeting the issuance conditions
In accordance with the company law of the people's Republic of China, the securities law of the people's Republic of China, the measures for the administration of securities issuance of listed companies, the measures for the administration of convertible corporate bonds and other relevant laws, regulations and normative documents, the company has carefully examined the qualifications and conditions for applying for public issuance of convertible corporate bonds, We believe that the company meets the qualifications and conditions for the public issuance of convertible corporate bonds.
2、 Investment risk of convertible corporate bonds
Convertible corporate bond is an investment tool with both bond nature and equity nature. The transaction terms are relatively complex and require investors to have certain professional knowledge. Before purchasing this convertible bond, investors should carefully study and understand the relevant terms in order to make correct investment decisions.
3、 On the credit rating of convertible corporate bonds issued this time
CSI PENGYUAN credit rating Co., Ltd. rated the convertible corporate bonds issued this time, and issued the credit rating report on Zhejiang Double Arrow Rubber Co.Ltd(002381) 2021 public issuance of convertible corporate bonds (Zhongpeng Xin Ping [2021] No. Z [388] 01) on April 27, 2021, which rated the main credit rating of the company as AA and the rating prospect as "stable", The credit rating of the convertible bonds issued this time is AA. During the duration of this convertible bond, CSI PENGYUAN shall conduct regular follow-up rating once a year. If the credit rating of the current convertible bond changes due to the external business environment of the company, changes in its own or rating standards and other factors, it will increase the risk of investors and have a certain impact on the interests of investors. 4、 No guarantee is provided for this issuance of convertible bonds
According to Article 20 of the measures for the administration of securities issuance by listed companies, a guarantee shall be provided for the public issuance of convertible corporate bonds, except for companies with audited net assets of no less than 1.5 billion yuan at the end of the most recent period. As of December 31, 2020, the audited net assets attributable to the shareholders of the parent company were RMB 1.967 billion. Therefore, the company did not provide guarantee for the convertible corporate bonds issued to the public, so investors should pay special attention.
5、 Provisions of the company on profit distribution policy, cash dividend, etc
The profit distribution of the company attaches importance to the reasonable investment return to the public shareholders, maintains continuity and stability, and takes into account the long-term interests of the company, the overall interests of all shareholders and the sustainable development of the company.
The company distributes profits in the form of cash, stock or a combination of cash and stock. The company gives priority to the profit distribution mode of cash dividend. If the company is profitable and the cash can meet the continuous operation and long-term development of the company, if the conditions for cash dividends are met, cash dividends shall be used for profit distribution.
In principle, the company will pay cash dividends once a year. Interim profit distribution can also be carried out upon the proposal of the board of directors and the approval of the general meeting of shareholders.
Specific conditions and proportion of cash dividends:
(1) Except for special circumstances such as major investment plans or major cash expenditures in the next 12 months, when the company makes profits in the current year and the accumulated undistributed profits are positive, it shall distribute dividends in cash, and the profit distributed in cash every year shall not be less than 10% of the distributable profit of the parent company. The accumulated profits distributed in cash in the last three years shall not be less than 30% of the annual distributable profits realized in the last three years.
(2) 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, when making profit distribution, The proportion of cash dividends in this profit distribution shall be at least 80%; 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.
In addition to the above provisions, the company has formulated the shareholder return plan for the next three years (2021-2023) and made further arrangements for profit distribution in the next three years.
For the specific contents of the company's profit distribution policy and the future dividend return plan of shareholders, see "XV. Dividend distribution policy of the issuer" in "section IV basic information of the issuer" of this prospectus.
6、 Tips on the impact of diluting the immediate return of convertible corporate bonds on the company's main financial indicators
After the completion of this offering, the number of diluted potential ordinary shares issued by the company will increase accordingly; After some or all of the convertible bonds held by investors are converted into shares, the number of common shares and net assets issued by the company will increase to a certain extent. It is expected that it will take a certain period of time for the company to generate benefits from the funds raised by convertible bonds, so it may lead to a certain decline in the company's earnings per share and other indicators in the short term. In addition, this convertible bond has a downward correction clause for the conversion price. When this clause is triggered, the company may apply for downward correction of the conversion price, resulting in an increase in the total amount of capital stock added due to this convertible bond conversion, so as to expand the potential dilution effect of this convertible bond conversion on the original ordinary shareholders of the company.
After the company publicly issues convertible corporate bonds, there is a risk that the immediate return will be diluted. Please pay attention to the majority of investors and pay attention to the investment risk.
catalogue
catalogue Section 1 interpretation Section 2 overview of this offering eleven
1、 Basic information of the issuer eleven
2、 Overview of this offering eleven
3、 The parties involved in this offering 32 section III risk factors thirty-four
1、 Risks related to the operation of the company thirty-four
2、 Risks related to convertible bonds thirty-seven
3、 Other risks Section IV basic information of the issuer forty-one
1、 Basic information of the issuer forty-one
2、 Share capital and shareholding of the top ten shareholders before the issuance forty-five
3、 Organizational structure and equity investment of the issuer forty-six
4、 The controlling shareholder and actual controller of the issuer fifty
5、 The issuer's main business and its changes fifty-one
6、 Basic information of the issuer's industry fifty-one
7、 The competitive position of the issuer in its industry sixty-seven
8、 Main business conditions of the issuer sixty-nine
9、 The issuer's main fixed assets eighty-five
10、 The issuer's main intangible assets eighty-eight
11、 The issuer's overseas operations ninety-six
12、 Environmental protection, safety production and quality control of the issuer ninety-six
13、 Changes in equity and net assets of issuers since listing 98 XIV. The issuer and its controlling shareholders, actual controllers and other major shareholders in the last three years
Important commitments and performance of commitments ninety-eight
15、 The issuer's dividend distribution policy one hundred and one
16、 Issuer's credit status one hundred and eight
17、 Basic information of directors, supervisors and senior managers of the issuer one hundred and nine
18、 The issuer and its directors, supervisors and senior managers are adopted by the securities regulatory authorities and the exchange
Take regulatory measures or penalties Section 5 horizontal competition and related party transactions one hundred and eighteen
1、 Horizontal competition one hundred and eighteen
2、 Related parties and related transactions one hundred and eighteen
3、 Measures to regulate and reduce related party transactions Section VI Financial Accounting Information one hundred and twenty-nine
1、 The company's financial statements for the last three years and one period one hundred and twenty-nine
2、 Preparation basis of financial statements, scope and changes of consolidated financial statements one hundred and fifty-two
3、 Financial indicators of the last three years and one period one hundred and fifty-four
4、 Detailed statement of non recurring profit and loss Section VII management discussion and Analysis one hundred and fifty-eight
1、 Financial analysis one hundred and fifty-eight
2、 Profitability analysis one hundred and seventy-eight
3、 Cash flow analysis one hundred and ninety-two
4、 Capital expenditure one hundred and ninety-four
5、 The impact of changes in accounting policies and accounting estimates on the company's financial position and operating results one hundred and ninety-four
6、 Major contingencies two hundred and one
7、 Major post period Events two hundred and one
8、 Future trend analysis of the company's financial condition and profitability Section 8 Application of the raised funds two hundred and three
1、 Overview of the project invested by the raised funds two hundred and three
2、 The necessity and feasibility of the project invested by the raised funds two hundred and three
3、 Details of the project invested by the raised funds 206 section IX application of funds raised in previous times two hundred and eighteen
1、 Fund raising in the last five years two hundred and eighteen
2、 Previous fund raising Section 10 statements of directors, supervisors, senior managers and relevant intermediaries two hundred and twenty-four
1、 All directors, supervisors and senior managers of the issuer declare that two hundred and twenty-four
2、 The sponsor (lead underwriter) declares that two hundred and twenty-five
3、 The issuer's lawyer declares that two hundred and twenty-seven
4、 The accounting firm declares that two hundred and twenty-eight
5、 Credit rating agency statement 230 section Xi documents for future reference two hundred and thirty-one
1、 Documents for future reference two hundred and thirty-one
2、 Review time two hundred and thirty-one
3、 Reference location, telephone number and contact person of documents for future reference two hundred and thirty-one
Section I interpretation
In this prospectus, unless otherwise specified in the text, the following words or abbreviations have the following specific meanings: general terms
Shuangjian shares, issuance refers to Zhejiang Double Arrow Rubber Co.Ltd(002381)
Person, company and the company
This issuance refers to Zhejiang Double Arrow Rubber Co.Ltd(002381) the proposed public issuance of convertible corporate bonds of no more than 513.64 million yuan
Convertible bonds refer to publicly issued convertible corporate bonds
Initial public offering refers to the initial public offering of shares on the Shenzhen Stock Exchange in Zhejiang Double Arrow Rubber Co.Ltd(002381) 2010
The articles of association refers to the articles of association of Zhejiang Double Arrow Rubber Co.Ltd(002381) in force
Company Law refers to the company law of the people's Republic of China
Securities Law refers to the securities law of the people's Republic of China
The Administrative Measures refer to the administrative measures for the issuance of securities by listed companies
CSRC refers to the China Securities Regulatory Commission
Shenzhen stock exchange refers to Shenzhen Stock Exchange
Sponsor and lead underwriter refer to Huatai United Securities Co., Ltd
Shanghai Huatai United Securities
Tianjian certified public accountants, the issuer refers to Tianjian Certified Public Accountants (special general partnership)
Human accountant
Tianyuan lawyer and issuer refer to Beijing Tianyuan law firm
lawyer
CSI PENGYUAN and issuer refer to CSI PENGYUAN credit evaluation Co., Ltd
Rating agencies
Rising tape refers to Tongxiang rising tape Co., Ltd,
