Securities code: 688680 securities abbreviation: Shanghai Hiuv New Materials Co.Ltd(688680) Shanghai Hiuv New Materials Co.Ltd(688680)
(room 909a, building a, No. 3000, Longdong Avenue, China (Shanghai) pilot Free Trade Zone)
Demonstration and analysis report on the scheme of issuing convertible corporate bonds to unspecified objects
(Second Revision)
February, 2002
Section I necessity of securities issuance and variety selection
Shanghai Hiuv New Materials Co.Ltd(688680) (hereinafter referred to as “company” or “issuer”) is a company listed on the science and Innovation Board of Shanghai Stock Exchange. In order to meet the capital needs of the company’s development, expand the company’s business scale, enhance the company’s comprehensive competitiveness and enhance its profitability, the company considers its own actual situation and, in accordance with the company law of the people’s Republic of China (hereinafter referred to as the “company law”) The securities law of the people’s Republic of China (hereinafter referred to as the “Securities Law”) and the administrative measures for the registration of securities issuance of companies listed on the science and Innovation Board (for Trial Implementation) (hereinafter referred to as the “administrative measures for registration”) and other relevant provisions, It is proposed to raise funds by issuing convertible corporate bonds to unspecified objects (hereinafter referred to as “this issuance”; convertible corporate bonds hereinafter referred to as “convertible bonds”).
1、 Types of securities issued this time
The type of securities issued this time is convertible corporate bonds that can be converted into company shares. These convertible corporate bonds and future convertible company shares will be listed on the science and Innovation Board of Shanghai Stock Exchange.
2、 Feasibility and necessity of the project invested by the raised funds
The investment projects raised by issuing convertible corporate bonds to unspecified objects have been carefully demonstrated by the company. The implementation of the project is conducive to further improving the company’s core competitiveness and enhancing the company’s sustainable development ability, For detailed analysis, see the feasibility analysis report on the use of funds raised by issuing convertible corporate bonds to unspecified objects (Revised Version) published on the website of Shanghai Stock Exchange on the same day.
Section II selection scope, quantity and appropriateness of standards for the objects of this issuance
1、 Appropriateness of the selection scope of the issuing object
The specific issuance method of convertible corporate bonds shall be determined by the board of directors authorized by the general meeting of shareholders (or the person authorized by the board of directors) and the sponsor (lead underwriter). The issuing objects of convertible corporate bonds this time are natural persons, legal persons, securities investment funds and other investors in compliance with laws and regulations holding the securities account of China Securities Depository and Clearing Co., Ltd. Shanghai Branch (except those prohibited by national laws and regulations).
The convertible corporate bonds issued this time are subject to priority placement to the existing shareholders of the company, and the existing shareholders have the right to waive the priority placement right. The specific proportion of preferential placement to existing shareholders shall be determined by the board of directors authorized by the general meeting of shareholders (or the person authorized by the board of directors) through consultation with the sponsor (lead underwriter) according to the market conditions before this issuance, and shall be disclosed in the issuance announcement of convertible corporate bonds. The balance other than the preferential placement enjoyed by the existing shareholders and the part that the existing shareholders give up the preferential placement and after-sales shall be sold to institutional investors offline and / or through the online pricing issuance of the trading system of Shanghai Stock Exchange, and the balance shall be underwritten by the underwriter.
The selection scope of this offering object complies with the provisions of relevant laws, regulations and normative documents of China Securities Regulatory Commission (hereinafter referred to as “CSRC”) and Shanghai Stock Exchange, and the selection scope is appropriate.
2、 Appropriateness of the number of objects to be issued this time
The issuing objects of convertible corporate bonds this time are natural persons, legal persons, securities investment funds and other investors in line with the laws and regulations holding the securities account of China Securities Depository and Clearing Co., Ltd. Shanghai Branch (except those prohibited by national laws and regulations).
The standards of the issuing objects comply with the relevant laws, regulations and normative documents of the CSRC and Shanghai Stock Exchange, and the number of issuing objects is appropriate.
3、 Appropriateness of the standards for the object of this issuance
The object of this convertible bond issuance shall have certain risk identification ability and risk bearing ability, and have corresponding capital strength.
The standards of the issuing object shall comply with the relevant provisions of the registration management measures and other relevant laws, regulations and normative documents, and the standards of the issuing object shall be appropriate.
Section III rationality of the pricing principles, basis, methods and procedures of this offering
1、 The pricing principle of this offering is reasonable
After obtaining the decision of the CSRC on Approving the registration of this issuance, the company will determine the issuance period after consultation with the sponsor (lead underwriter). Pricing principle of this offering:
(I) bond coupon rate
The determination method of the coupon rate of the convertible corporate bonds issued this time and the final interest rate level of each interest bearing year shall be determined by the board of directors (or the person authorized by the board of directors) authorized by the general meeting of shareholders of the company through consultation with the sponsor (lead underwriter) according to national policies, market conditions and the specific situation of the company.
Before the issuance of convertible corporate bonds, if the bank deposit interest rate is adjusted, the general meeting of shareholders authorizes the board of directors (or the person authorized by the board of directors) to adjust the coupon rate accordingly.
(II) determination and adjustment of share conversion price
1. Determination of initial conversion price
The initial conversion price of convertible corporate bonds issued this time shall not be lower than the average trading price of A-Shares of the company 20 trading days before the announcement date of the prospectus (if there has been a stock price adjustment due to ex right and ex dividend within these 20 trading days, the average trading price on the trading day before the adjustment shall be calculated according to the price after corresponding ex right and ex dividend adjustment) And the average trading price of the company’s A-Shares on the previous trading day. The specific initial conversion price shall be determined by the board of directors (or the person authorized by the board of directors) authorized by the general meeting of shareholders of the company through consultation with the sponsor (lead underwriter) according to the market conditions before issuance. The average trading price of the company’s A-Shares in the first 20 trading days = the total trading volume of the company’s A-Shares in the first 20 trading days / the total trading volume of the company’s A-Shares in the last 20 trading days;
The average trading price of the company’s A-Shares on the previous trading day = the total trading volume of the company’s A-Shares on the previous trading day / the total trading volume of the company’s A-Shares on that day.
2. Adjustment method and calculation formula of conversion price
After this issuance, when the company’s shares change due to the distribution of stock dividends, conversion to share capital, additional issuance of new shares or allotment of shares, and distribution of cash dividends (excluding the increased share capital due to the conversion of convertible bonds into shares issued this time), the conversion price will be adjusted according to the following formula (retain two decimal places and round the last one):
Additional shares or allotment: P1 = (P0 + a) × k）/（1+k）；
The above two items shall be carried out simultaneously: P1 = (P0 + a) × k）/（1+n+k）；
Cash dividend: P1 = p0-d;
The above three items shall be carried out simultaneously: P1 = (p0-d + a) × k）/（1+n+k）
Where: P0 refers to the transfer price before adjustment, n refers to the share dividend or share capital conversion rate, K refers to the new share price or allotment rate, a refers to the new share price or allotment price, D refers to the cash dividend per share, and P1 refers to the transfer price after adjustment.
When the company changes the above shares and / or shareholders’ equity, the conversion price will be adjusted in turn and posted on the website of Shanghai Stock Exchange (www.sse. Com. CN) Or other listed companies designated by the CSRC to disclose the announcement of the resolution of the board of directors on the information disclosure media, and specify the adjustment date, adjustment method and suspension period of share conversion price in the announcement (if necessary); When the adjustment date of the conversion price is on or after the application date for conversion of convertible corporate bonds issued this time and before the registration date of conversion shares, the application of the holder for conversion of shares shall be executed according to the adjusted conversion price of the company. When the company may have share repurchase, merger, division or any other circumstances, which may change the class, quantity and / or shareholder’s equity of the company’s shares, which may affect the creditor’s rights and interests of the holders of convertible corporate bonds issued this time or the derivative rights and interests converted into shares, the company will, according to the specific circumstances, follow the principles of fairness, impartiality The conversion price shall be adjusted in accordance with the principle of fairness and the principle of fully protecting the rights and interests of the holders of convertible corporate bonds issued this time. The adjustment contents and operation methods of the conversion price will be formulated in accordance with the relevant national laws and regulations, the relevant provisions of the securities regulatory authorities and the Shanghai Stock Exchange.
2、 Rationality of pricing basis for this offering
The initial conversion price of convertible corporate bonds issued this time shall not be lower than the average trading price of the company’s shares on the 20 trading days before the announcement date of the prospectus (if there has been a stock price adjustment due to ex right and ex dividend within the 20 trading days, the average trading price on the trading day before the adjustment shall be calculated according to the price after corresponding ex right and ex dividend adjustment) And the average trading price of the company’s A-Shares on the previous trading day. The specific initial conversion price shall be determined by the board of directors (or the person authorized by the board of directors) authorized by the general meeting of shareholders of the company through consultation with the sponsor (lead underwriter) according to the market conditions before issuance.
Average trading price of the company’s shares in the first 20 trading days = total trading volume of the company’s shares in the first 20 trading days / total trading volume of the company’s shares in the last 20 trading days; The average trading price of the company’s shares on the previous trading day = the total trading volume of the company’s shares on the previous trading day / the total trading volume of the company’s shares on that day.
The pricing basis of this offering complies with the relevant provisions of relevant laws, regulations and normative documents such as the measures for the administration of registration, and the pricing basis of the offering is reasonable.
3、 The pricing method and procedure of this offering are reasonable
In accordance with the provisions of the Shanghai Stock Exchange, the company held the notice on the pricing of the bonds that could not be issued and the relevant matters that could not be disclosed to the media in accordance with the relevant laws and regulations of the Shanghai Stock Exchange.
The pricing methods and procedures of this offering comply with the relevant provisions of laws, regulations and normative documents such as the registration management measures, and the pricing methods and procedures of this offering are reasonable.
To sum up, the pricing principles, basis, methods and procedures of this offering comply with the requirements of relevant laws, regulations and normative documents, and the compliance is reasonable.
Section IV feasibility of this issuance method
The company raised funds by issuing convertible corporate bonds to unspecified objects, which meets the relevant issuance conditions stipulated in the securities law and the measures for the administration of registration.
1、 This issuance complies with the provisions of the registration administration measures on the issuance of convertible bonds
(I) the company has a sound and well functioning organization
The company has established the general meeting of shareholders, the board of directors, the board of supervisors and relevant operating institutions in strict accordance with the requirements of the company law, the securities law and other relevant laws, regulations and normative documents, and has a sound corporate governance structure. The issuer has established and improved the management system of each department. The general meeting of shareholders, the board of directors and the board of supervisors exercise their respective rights and perform their respective obligations in accordance with the provisions of the company law, the articles of association and various working systems of the company.
The company complies with the provisions of Article 13 “(I) having a sound and well functioning organization” of the registration management measures.
(II) the average distributable profits in the last three years are sufficient to pay one year’s interest on corporate bonds
In 2018, 2019 and 2020, the net profits attributable to the owners of the parent company (calculated by the lower one before and after deducting non recurring profits and losses) were 18.8743 million yuan, 60.7376 million yuan and 215.2535 million yuan respectively. The issuance of convertible bonds to unspecified objects is calculated as 694 million yuan of raised funds. With reference to the recent issuance interest rate level of convertible corporate bond market and through reasonable estimation, the average distributable profit of the company in the last three years is enough to pay one-year interest on convertible corporate bonds.
The company complies with the provisions of Article 13 of the registration management measures “(II) the average distributable profits in the last three years are sufficient to pay one year’s interest on corporate bonds”.
(III) have reasonable asset liability structure and normal cash flow
By the end of September 2021, the asset liability ratio of the company was 28.99%, and the asset liability structure was reasonable.
From January to September in 2018, 2019, 2020 and 2021, the net increase of cash and cash equivalents of the company was -4.6041 million yuan, 72.7726 million yuan, 65.4605 million yuan and 245.2664 million yuan respectively. The balance of cash and cash equivalents at the end of the period was 5.6351 million yuan, 78.4077 million yuan, 143.8682 million yuan and 39.90201 million yuan respectively. The cash flow of the company was normal.
In 2018, 2019, 2020 and January September 2021, the net cash flow from the company’s operating activities was -117.2134 million yuan, – 10.292 million yuan, – 165.788 million yuan and -1206.7119 million yuan respectively. The net cash flow generated from the company’s operating activities is negative, mainly because: the upstream suppliers of photovoltaic film industry are mainly bulk chemical raw material manufacturers, with a high proportion of cash settlement, short payment and settlement cycle and low proportion of bills; The downstream customers of the photovoltaic adhesive film industry are mainly large photovoltaic module enterprises, which have the habit of using bills for settlement, with a high proportion of bills and a long payment cycle. Therefore, enterprises in the adhesive film industry have the characteristics of large-scale occupation of working capital. During the reporting period, the scale of production and operation of the company increased rapidly, the growth rate of operating income was obvious, the scale of working capital occupied increased significantly, and the net cash flow from production and operation activities was negative.
From January to September 2021, the company’s net cash flow from operating activities decreased significantly, mainly due to: ① the company’s revenue scale increased by 120.76% year-on-year, resulting in a significant increase in the net increase of operating receivables; ② In order to meet the market demand of adhesive film products, the company’s production capacity climbed and prepared materials in advance. The purchase amount and inventory balance of EVA resin increased significantly, and the net increase in inventory was large; ③ In January 2021, the company achieved listing and financing on the science and innovation board. Considering the production demand, expected changes in raw material prices, financial costs and capital use efficiency, the proportion of raw materials purchased with cash increased and the proportion of bills discounted decreased in the current period; ④ The price of raw materials shows an upward trend as a whole. In order to maintain the stable supply of raw materials, the company supplies core raw materials
