Securities abbreviation: Suli Co.Ltd(603585) securities code: 603585 Suli Co.Ltd(603585) (No. 7-1, Runhua Road, Lingang street, Jiangyin City)
Sponsor of prospectus for public issuance of convertible corporate bonds (lead underwriter)
Zhongxin Guangzhou Knowledge City, Huangpu District, Guangzhou City, Guangdong Province
Room 618, No. 2, Tengfei First Street
February, 2002
Issuer statement
All directors, supervisors and senior managers of the company promise that there are no false, misleading statements or major omissions in the prospectus and its abstract, 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, accurate 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, 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
When evaluating the convertible corporate bonds issued by the company this time, investors should pay special attention to the following major matters and carefully read the chapter on risk factors in this prospectus. 1、 Notes on the issuance of convertible corporate bonds meeting the issuance conditions
The company’s public issuance of convertible corporate bonds complies with the issuance conditions stipulated in the company law, the securities law, the measures for the administration of securities issuance of listed companies, the measures for the administration of convertible corporate bonds and other relevant laws and regulations. The scheduled disclosure time of the company’s 2021 annual report is April 7, 2022. According to the 2021 performance express, the net profit attributable to the shareholders of the listed company is expected to be 226440400 yuan in 2021. According to the reasonable prediction made by the performance express and the current situation, after the disclosure of the company’s 2021 annual report, the relevant data from 2019 to 2021 still meet the issuance conditions of public issuance of convertible corporate bonds. 2、 On the credit rating of convertible corporate bonds issued this time
The convertible corporate bonds are rated by Shanghai new century credit evaluation and Investment Service Co., Ltd. according to the credit rating report on Suli Co.Ltd(603585) public issuance of convertible corporate bonds issued by Shanghai new century credit evaluation and Investment Service Co., Ltd., the main credit rating of Suli Co.Ltd(603585) is AA -, the credit rating of convertible corporate bonds is AA -, and the rating outlook is stable.
During the duration of this convertible corporate bond (from the issuance date of this convertible corporate bond to the due payment date), Shanghai new century credit evaluation and Investment Service Co., Ltd. will conduct tracking rating at least once a year. If the credit rating of the convertible bonds is lowered 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、 Dividend distribution policy and cash dividend ratio of the company
According to the current effective articles of association of the company, after this issuance, the company’s profit distribution policy is as follows: (I) profit distribution principle
The company implements an active profit distribution policy. The company’s profit distribution policy should pay attention to the reasonable investment return to investors and give consideration to the sustainable development of the company. The company can carry out medium-term profit distribution; The company’s profit distribution policy should maintain continuity and stability.
(II) profit distribution form
The company may distribute dividends in cash, shares, a combination of cash and shares, or other ways permitted by laws and regulations. Under the condition that the company is profitable and meets the conditions of normal operation and long-term development, the company will give priority to cash distribution of dividends. The company’s profit distribution shall not exceed the scope of accumulated distributable profits and shall not damage the company’s sustainable operation ability.
(III) specific conditions for cash dividends
On the premise of ensuring the sustainable operation and long-term development of the company, if the company has no major investment plan or major capital expenditure (except for the investment projects with raised funds), the company shall distribute dividends in cash, and the profit distributed in cash by the company every year shall not be less than 20% of the distributable profit realized in the current year.
The board of directors of the company shall comprehensively consider the characteristics of the industry, development stage, its own business model, profitability and whether there are major capital expenditure arrangements, and implement differentiated cash dividend policies under the following circumstances:
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%;
4. If the development stage of the company is not easy to distinguish, but there are major capital expenditure arrangements, when making profit distribution, the proportion of cash dividends in this profit distribution shall at least reach 20%.
If the company uses stock dividends for profit distribution, it shall have real and reasonable factors such as the growth of the company and the dilution of net assets per share.
(IV) specific conditions for issuing stock dividends
When the company’s operating conditions and growth are good, and the board of Directors considers that the company’s earnings per share, stock price and net assets per share do not match the size of the company’s share capital, the company can distribute profits by issuing stock dividends on the premise of meeting the above cash dividend ratio. When determining the specific amount of profit distributed by shares, the company shall fully consider whether the total share capital after the distribution of stock dividends is compatible with the company’s current business scale, profit growth rate and dilution of net assets per share, and consider the impact on the future debt financing cost, so as to ensure that the profit distribution plan is in line with the overall and long-term interests of all shareholders.
(V) period interval of profit distribution
1. On the premise that the company makes profits in the current year and the accumulated undistributed profits are positive, the company shall distribute profits at least once a year.
2. The company can make interim cash dividends. The board of directors of the company may propose the company to pay interim dividends according to the current profit scale, cash flow status, development stage and capital demand of the company.
(VI) if a shareholder illegally occupies the company’s funds, the company shall deduct the cash dividend distributed by the shareholder to repay the funds occupied.
(VII) adjustment of profit distribution policy
1. If the company needs to adjust the profit distribution policy due to major changes in the external business environment or its own business conditions, the adjusted profit distribution policy shall not violate the relevant provisions of the CSRC and the stock exchange.
The above “major changes in the external business environment or their own business conditions” refer to one of the following situations:
(1) Major changes in relevant laws, administrative regulations, policies, rules or international and Chinese economic environment, and the company’s operating losses are not caused by the company’s own reasons;
(2) The occurrence of unforeseeable, unavoidable and insurmountable force majeure events such as earthquake, debris flow, typhoon, tornado, flood, war, strike and social unrest, which has a significant adverse impact on the company’s production and operation and leads to the company’s operating losses;
(3) After the company’s statutory reserve fund makes up for the losses of previous years, the net profit of the company in that year is still insufficient to make up for the losses of previous years;
(4) The net cash flow generated from the company’s operating activities is lower than 20% of the distributable profits realized in the current year for three consecutive years;
(5) Other circumstances stipulated by laws, administrative regulations and departmental rules or stipulated by the CSRC and the stock exchange.
2. In the process of studying, demonstrating and adjusting the profit distribution policy, the board of directors of the company can communicate with independent directors and minority shareholders through telephone, fax, letter, e-mail, investor relations interactive platform on the company’s website, fully listen to the opinions and demands of independent directors and minority shareholders, and respond to the concerns of minority shareholders in time. When the board of Directors considers and adjusts the profit distribution policy, it shall be approved by more than half of all directors and more than half of the independent directors.
3. Any adjustment or change to the profit distribution policy stipulated in the articles of association shall be submitted to the general meeting of shareholders for deliberation after being reviewed and approved by the board of directors. Based on the protection of shareholders’ rights and interests, the company shall make a detailed demonstration and explain the reasons for the adjustment or change of profit distribution policy in the proposal of the general meeting of shareholders, which shall be adopted by more than two-thirds of the voting rights held by the shareholders (including shareholders’ agents) attending the general meeting of shareholders. 4、 Cash dividends of the company in recent three years
The accumulated profits distributed by the company in cash in the last three years totaled 270 million yuan, accounting for 102.53% of the average annual distributable profit of 263346300 yuan in the last three years. The details are as follows:
Unit: 10000 yuan
Project 2020 2019 2018
Cash dividend amount (tax included) 5400.00 10800.00 10800.00
Net profit attributable to owners of parent company 17474.71 30318.74 31210.43
Cash dividend amount / current year net profit 30.90%, 35.62%, 34.60%
Accumulated cash dividend of 27000.00 in the last three years
The average annual net profit of the last three years is 26334.63
Accumulated cash dividends in the last three years / 102.53% in the last three years
Average net profit
5、 There is no guarantee for the issuance of convertible corporate 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 of the company were 2.520 billion yuan, and the shareholders’ equity attributable to the parent company was 2.028 billion yuan, all of which exceeded 1.5 billion yuan, meeting the conditions without guarantee. Therefore, the convertible corporate bonds issued this time were not guaranteed.
6、 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) product price fluctuation risk
During the reporting period, the company’s main products were chlorothalonil, azoxystrobin, pesticide preparations and other pesticide products, as well as decabromodiphenylethane and other flame retardant products. The prices of relevant products are closely related to market supply and demand, business conditions of competitors, international policy and trade environment, climate and environmental change and other factors. The periodic adjustment of the balance between market supply and demand, the further release of new capacity of competitors, the international trade environment, the adjustment of product registration policies in some countries and regions, and climate change may lead to changes in market supply and demand. The imbalance between supply and demand caused by relevant reasons is likely to cause fluctuations in the prices of relevant products of the company, which will further affect the company’s operating performance and have an adverse impact on the company’s long-term development.
(II) price fluctuation risk of raw materials
During the reporting period, due to the company’s industry and product characteristics, the company’s main raw materials accounted for a high proportion of product costs. The price fluctuation of raw materials has a great impact on the cost of the company’s products, thus affecting the stability of the company’s operating performance. Although the company has invested resources to pay close attention to the market changes of bulk commodities and the adjustment of national industrial and economic policies, and do a good job in tracking and analyzing the raw material market, if the price of the company’s main raw materials fluctuates frequently and greatly in the future, the company cannot adjust the sales price, sales scale and increase the added value of products in time, or reduce the comprehensive cost through effective measures, It will affect the production cost and gross profit margin of the company’s products, and then have an adverse impact on the company’s operating results.
(III) environmental protection and safety production risks
The company’s main business is the R & D, production and sales of pesticides, flame retardants and other fine chemical products. The industry belongs to the manufacturing of chemical raw materials and chemical products, and the environmental protection supervision requirements are strict. Although the company has always paid attention to safety and environmental protection and governance since its establishment, promoted cleaner production, fully recycled the “three wastes”, and passed the ISO14001 environmental management system international certification and OHSAS18001 occupational health and safety management system certification, with the increasing national safety and environmental protection requirements and standards, The company may need to further increase investment in safety and environmental protection in the future. If the company fails to meet the latest national safety and environmental protection requirements in time, or is punished by relevant departments due to safety or environmental protection accidents, there will be a risk of adverse impact on the production and operation of the company.
(IV) risk of gross profit margin decline
During the reporting period, the company’s gross profit margin was 40.57%, 36.60%, 26.94% and 23.56% respectively, showing a downward trend year by year, mainly due to changes in market supply and demand caused by covid-19 epidemic, adjustment of regional registration policies, climate change and expansion of competitors, which affected the price decline of some pesticide products of the company. If the above factors continue to exist in the future or other adverse factors such as the deterioration of macroeconomic conditions or even economic crisis in the future, the introduction of extremely strict environmental protection policies by the state, the company’s production safety problems, shutdown and the continuous decline of product prices, there is a risk of further decline in the company’s gross profit rate.
(V) risk that the implementation of raised investment projects fails to achieve the expected benefits
The funds raised by the company are mainly used for pesticide technical drugs
