Stock abbreviation: Autel Intelligent Technology Corp.Ltd(688208) securities code: 688208 listing place: Shanghai Stock Exchange Autel Intelligent Technology Corp.Ltd(688208)
Autel Intelligent Technology Corp., Ltd.
(address: 7th, 8th and 10th floors, building B1, Zhiyuan, No. 1001, Xueyuan Avenue, Xili street, Nanshan District, Shenzhen) issue convertible corporate bonds to unspecified objects
Prospectus
(Revised Version)
Sponsor (lead underwriter)
North block of excellence Times Square (phase II), No. 8, Zhongxin Third Road, Futian District, Shenzhen, Guangdong Province
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 China Securities Regulatory Commission and Shanghai Stock 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.
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
The company specially reminds investors to pay attention to the following major matters or risk factors, and carefully read the chapter on risk factors in this prospectus. 1、 The risk that the convertible bonds held by the holders who do not meet the investor suitability requirements cannot be converted into shares
The company is a listed company on the science and innovation board, and the holders of convertible bonds participating in the conversion of shares shall meet the suitability management requirements of stock investors on the science and innovation board. If the holders of convertible bonds fail to meet the requirements for the appropriateness management of stock investors on the science and innovation board, the holders of convertible bonds will not be able to convert their convertible bonds into company shares.
The company has set redemption terms for this issuance of convertible bonds, including maturity redemption terms and conditional redemption terms. The maturity redemption price is determined by the board of directors (or persons authorized by the board of directors) authorized by the general meeting of shareholders through consultation with the sponsor (lead underwriter) according to the market conditions at the time of issuance, and the conditional redemption price is the face value plus the accrued interest for the current period. If the holders of the company’s convertible bonds do not meet the suitability requirements of the stock investors of the science and innovation board, and the convertible bonds they hold are facing redemption, considering that the convertible bonds they hold cannot be converted into the company’s shares, if the redemption price determined by the company according to the redemption terms agreed in advance is lower than the price (or cost) of the convertible bonds obtained by the investors, Investors are at risk of loss due to the low redemption price. 2、 On the credit rating of convertible corporate bonds issued by the company this time
The convertible corporate bonds are rated by CSI PENGYUAN. According to the credit rating report issued by CSI PENGYUAN, the issuer’s main credit rating is AA, the rating outlook is stable, and the credit rating of convertible corporate bonds is AA.
After the convertible bonds issued this time are listed, during the duration of the bonds, CSI PENGYUAN will conduct regular or irregular follow-up rating on the credit status of the bonds and issue a follow-up rating report. Regular follow-up rating shall be conducted at least once a year during the duration of the bond. 3、 Explanation on no guarantee provided for this issuance
There is no guarantee for the issuance of convertible bonds to unspecified objects this time. Please note that the convertible corporate bonds may have cashing risk due to the lack of guarantee.
4、 On the scale of convertible corporate bonds issued by the company
According to the Autel Intelligent Technology Corp.Ltd(688208) plan for issuing convertible corporate bonds to unspecified objects announced by the company, the total amount of funds raised by the proposed issuance of convertible bonds shall not exceed RMB 1280 million (including RMB 1280 million), and the specific issuance scale shall be determined by the board of directors or the person authorized by the board of directors authorized by the general meeting of shareholders within the above limit.
Before the issuance of convertible bonds, the company will finally determine the total amount of funds raised for the issuance of convertible bonds according to the net assets attributable to the shareholders of the listed company in the latest period, so as to ensure that the total amount of funds raised does not exceed 50% of the net assets attributable to the shareholders of the listed company in the latest period. 5、 Special risk tips
The company urges investors to carefully read the full text of “risk factors” in this prospectus and pay special attention to the following risks: (I) overseas business risks
For a long time, the company has mainly sold products to overseas customers. In 2018, 2019, 2020 and January September 2021, the company’s main business income from outside China was 729654400 yuan, 1020776400 yuan, 1379399200 yuan and 1418631400 yuan respectively, accounting for 81.99%, 86.51%, 88.31% and 87.62% of the company’s main business income respectively, Among them, the proportion from North America is 41.41%, 45.04%, 44.64% and 49.95% respectively. There is a risk of relying on the North American market to a certain extent. By the end of the reporting period, the company’s overseas sales had spread to more than 70 countries and regions around the world. At the same time, the company also set up overseas branches in North America, Europe and other major regions. If the bilateral relations between China and the above-mentioned countries or regions change in the future, or there are major adverse changes in the market environment, industry and foreign trade policies of the above-mentioned countries or regions, the daily operation and profitability of the company in relevant countries and regions will be greatly adversely affected.
Especially in recent years, trade frictions between China and the United States have been escalating, and the U.S. government has continuously increased the scope and intensity of tariffs on Chinese imports. In addition, if the Sino US trade friction intensifies in the future, the United States sets other trade barriers to the company’s products, and the company fails to take effective measures to eliminate the impact, it will lead to the decline of the competitiveness of the company’s products in the U.S. market, which will have a significant adverse impact on the company’s business performance.
At the same time, in terms of raw material procurement, a small part of the company’s raw materials are from the United States or belong to American brands. If the subsequent Sino US trade friction intensifies, in order to prevent market fluctuations, the company may further increase the stock, which may lead to the increase of raw materials and the occupation of relevant funds. In addition, if China increases the import tariff rate of the above raw materials in this trade friction, and the company fails to seek alternative raw materials in time, the operating cost of the company will be increased, which will compress the profit space of the company and have a significant adverse impact on the operating performance.
(II) risks of intellectual property disputes
Considering the company’s strategy of global operation, the legal environment faced by overseas operation is complex, and with the company’s continuous expansion of new business areas, intellectual property disputes caused by market competitors or other subjects for various purposes may be difficult to completely avoid. At present, the company has litigation disputes related to intellectual property rights with snap on and orange Electronics Co. Ltd., which have not been settled.
Due to the complexity of investigation, application, authorization, negotiation and judgment of intellectual property rights, if the company fails to properly handle all kinds of complex intellectual property problems and disputes, and loses potential intellectual property litigation in the future, it may lead to adverse consequences such as compensation for losses, payment of high attorney fees, patent license fees, suspension of production and sales of products, etc, If such circumstances occur, they may have a significant adverse impact on the company’s production and operation. (III) risk of raw material supply
The raw materials required by the company are mainly IC chips, resistors and capacitors, PCB circuit boards, diodes, triodes, liquid crystal displays, etc. On the whole, the company needs a large number of suppliers in raw materials and related industries, and the supply is sufficient. However, the update and upgrading speed of IC chips, LCD and other major consumer electronic components is fast. With the intergenerational change of products, the supply of original models of products may be insufficient due to production reduction and shutdown. Since these main raw materials directly affect the company’s product design scheme, the company needs to change the product design accordingly according to these main raw materials. If the company fails to make response adjustment or find alternative schemes in time, the supply of these raw materials may be insufficient in stages, which may have an adverse impact on the company’s production and operation. In addition, some of the IC and electronic components currently used in the company’s products are imported, and the global supply chain, especially the semiconductor industry, will face many challenges from 2020. Since 2018, the company has increased the stock of some key chips, and the overall stock scale has increased. During the reporting period, the purchase amount of IC chips of the company was 110.0663 million yuan, 134.9915 million yuan, 160.9741 million yuan and 310.8859 million yuan respectively. If the Sino US trade friction and the extreme situation of the international economic and trade situation lead to the lengthening of the procurement cycle of some materials, especially key chips, violent price fluctuations or the inability to import smoothly, and the company fails to reasonably adjust the production and sales arrangement, timely take measures to adjust the product design, find alternative solutions or transfer the procurement and production abroad, It may have an adverse impact on the company’s production and operation. 6、 Measures and commitments on filling the immediate return (I) measures taken by the issuer to dilute the immediate return of this offering
1. Actively and steadily promote the construction of projects invested with raised funds, and improve operation efficiency and profitability
The implementation of this raised investment project will enable the company to improve its capital strength, resist market competition risks and improve its comprehensive competitive strength. The company will accelerate the implementation of raised investment projects, improve operating efficiency and profitability, and reduce the risk of dilution of immediate return after issuance.
2. Strengthen the management of raised funds and ensure the standardized and effective use of raised funds
After the raised funds of this offering are in place, The company will strictly implement the securities law of the people’s Republic of China, the measures for the administration of securities issuance and registration of listed companies on the science and Innovation Board (for Trial Implementation), the rules for the listing of shares on the science and Innovation Board of Shanghai Stock Exchange, the measures for the Administration of funds raised by listed companies of Shanghai Stock Exchange, and the regulatory guidelines for listed companies No. 2 – regulatory requirements for the administration and use of funds raised by listed companies And the requirements of the company’s Autel Intelligent Technology Corp.Ltd(688208) raised funds management system, store and use the raised funds in a special account to ensure that the raised funds are fully and effectively utilized according to the original purpose and effectively prevent the use risk of the raised funds.
3. Strengthen operation management and internal control
The company will further strengthen business management and internal control, improve the daily operation efficiency of the company, reduce the operation cost of the company, comprehensively and effectively control the operation and management risks of the company and improve the overall operation efficiency. 4. Maintain a stable profit distribution system and strengthen the return mechanism for investors
According to the relevant requirements of the opinions on Further Strengthening the protection of the legitimate rights and interests of small and medium-sized investors in the capital market issued by the State Council, the notice on further implementing the matters related to cash dividends of listed companies issued by the CSRC and the guidelines for the supervision of listed companies No. 3 – cash dividends of listed companies, The plan for shareholders’ dividend return within three years after the company’s initial public offering of RMB common shares (A shares) and listing on the science and innovation board has been formulated to further clarify and stabilize the profit distribution to shareholders, especially the return mechanism of cash dividend. After the issuance, the company will strictly implement the company’s dividend policy to ensure that the interests of shareholders, especially minority shareholders, are protected.
5. Strengthen the construction of talent team
The company will establish a talent structure matching the development of the company, continue to strengthen the construction of R & D and sales team, and introduce excellent management talents. Establish a more effective employment incentive and competition mechanism, as well as a scientific, reasonable and practical talent introduction and training mechanism, and build a market-oriented talent operation mode to provide a reliable talent guarantee for the sustainable development of the company.
6. Continuously improve corporate governance and provide institutional guarantee for the development of the company
The company will strictly comply with the requirements of laws, regulations and normative documents such as the company law of the people’s Republic of China, the securities law of the people’s Republic of China and the governance standards for listed companies, and continuously improve the corporate governance structure to ensure that shareholders can fully exercise their rights; Ensure that the board of directors can exercise its powers and make scientific, rapid and prudent decisions in accordance with laws, regulations and the articles of Association; Ensure that independent directors can earnestly perform their duties and safeguard the overall interests of the company, especially the legitimate rights and interests of minority shareholders; Ensure that the board of supervisors can independently and effectively exercise the right to supervise and inspect the directors, managers and other senior managers and the company’s finance, so as to provide institutional guarantee for the development of the company. (II) the commitment made by the controlling shareholders, actual controllers, directors and senior managers of the company that the company’s compensation and return measures can be effectively implemented
In accordance with the opinions of the general office of the State Council on Further Strengthening the protection of the legitimate rights and interests of small and medium-sized investors in the capital market (GBF [2013] No. 110) and the guiding opinions on matters related to initial public offering, refinancing and dilution of immediate return for major asset restructuring (CSRC announcement [2015] No. 31), in order to safeguard the interests of the majority of investors, The relevant entities have made commitments to the effective implementation of the filling return measures. The specific circumstances are as follows: 1. The commitments of the controlling shareholder and the actual controller
Li Hongjing, the controlling shareholder and actual controller of the company, promises:
“(1) not to interfere with the operation and management activities of the company beyond its authority and not to encroach on the interests of the company;
(2) From the issuance date of this commitment to the completion of the issuance of convertible corporate bonds, if the securities regulatory authorities such as the CSRC make other new regulatory provisions on the filling return measures and their commitments, and the relevant contents of this commitment cannot meet the provisions of the securities regulatory authorities such as the CSRC, I promise that I will issue supplementary commitments in accordance with the latest provisions of China Securities Regulatory Commission and other securities regulatory authorities;
(3) I promise to earnestly fulfill the company’s relevant measures of compensation and return and any commitments I have made about the measures of compensation and return. If I violate such commitments and cause losses to the company or investors, I will be punished
