Stock Code: 002989 stock abbreviation: Shenzhen Strongteam Decoration Engineering Co.Ltd(002989) listing place: Shenzhen Stock Exchange Shenzhen Strongteam Decoration Engineering Co.Ltd(002989)
SHENZHEN STRONGTEAM DECORATION ENGINEERING CO.,LTD.
(8 / F, block C, Shenye Tairan building, Tairan 8th Road, chegongmiao, Futian District, Shenzhen, Guangdong Province) public issuance of A-share convertible corporate bonds
Prospectus
Sponsor (lead underwriter)
North block of excellence Times Square (phase II), No. 8, Zhongxin Third Road, Futian District, Shenzhen
Date of signing the prospectus: mm / DD / yyyy
Statement
All directors, supervisors and senior managers of the company promise that there are no false records, 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 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.
Investors shall carefully read the information publicly disclosed by the company, independently judge the investment value of the enterprise and make investment decisions. If there is any doubt about this prospectus and its abstract, they shall consult their own stockbrokers, lawyers, accountants or other professional consultants.
Tips on major issues
The company specially reminds investors to pay attention to the following major matters and risks, and carefully read the full text of the chapter "risk factors". 1、 Notes on the issuance of convertible bonds meeting the issuance conditions
In accordance with the provisions of 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 and other relevant laws, regulations and normative documents, the company has carefully examined the qualifications and conditions for applying for public issuance of A-share convertible corporate bonds, We believe that the company meets all the qualifications and conditions for the public issuance of A-share convertible corporate bonds.
The scheduled disclosure time of the company's 2021 annual report is April 28, 2022. According to the performance forecast of 2021, the net profit attributable to the shareholders of the listed company in 2021 is expected to be RMB 110 million to RMB 140 million. According to the performance forecast and the reasonable prediction made by the current situation, after the disclosure of the company's 2021 annual report, the relevant data in 2019, 2020 and 2021 still meet the issuance conditions of public issuance of convertible corporate bonds. 2、 On the credit rating of convertible corporate bonds issued by the company this time
The convertible corporate bonds are rated by Dongfang Jincheng. According to the credit rating report of Shenzhen Strongteam Decoration Engineering Co.Ltd(002989) 2021 public issuance of convertible corporate bonds issued by Dongfang Jincheng, the long-term credit rating of Shenzhen Strongteam Decoration Engineering Co.Ltd(002989) subject is AA -, the credit rating of current bonds is AA -, and the rating outlook is stable.
According to the regulations of the regulatory authorities and the tracking rating system of rating agencies, after the initial rating, the rating agencies will carry out regular and irregular tracking rating on the evaluated objects during the duration of the evaluated bonds. The rating agencies will continue to pay attention to the changes in the external business environment, business or financial status, debt repayment guarantee and other factors of the evaluated objects, To continuously track the credit risk of the evaluated object. In the process of tracking rating, rating agencies will maintain the consistency of rating standards. 3、 The company does not provide guarantee for the issuance of A-share convertible corporate bonds this time
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 company's audited net assets attributable to the shareholders of the parent company were RMB 1.62 billion, which met the conditions without guarantee. Therefore, the convertible bonds issued this time were not guaranteed.
4、 Dividend distribution policy and decision-making procedure of the company (I) profit distribution policy of the company
In order to further strengthen the awareness of returning shareholders, improve the profit distribution system and provide shareholders with sustained, stable and reasonable return on investment, The company has clarified the company's profit distribution policy in the articles of association in accordance with the provisions of the notice on further implementing matters related to cash dividends of listed companies, the guidelines for the supervision of listed companies No. 3 - cash dividends of listed companies and the guidelines for the self discipline supervision of listed companies of Shenzhen stock exchange No. 1 - standardized operation of listed companies on the main board of the company issued by the CSRC, The specific terms are as follows:
1. Form of profit distribution
The company can distribute profits in cash, stock or a combination of cash and stock, and give priority to the profit distribution mode of cash dividend. If the conditions for cash dividend are met, cash dividend shall be used for profit distribution. The company can distribute profits by means of stock dividends, but it should have real and reasonable factors such as the growth of the company and the dilution of net assets per share.
2. Conditions for cash dividends must be met
(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 (except for interim dividends);
(3) The company's production and operation funds can meet the needs of normal production and operation funds (specifically, the ratio of net cash flow generated by the company's audited operating activities to net profit in the latest year shall not be less than 30%);
(4) The company has no major investment plan or major capital expenditure in the next 12 months (except for investment projects with raised funds). Major investment plans or major capital expenditures refer to one of the following situations: ① the total assets involved in the company's proposed foreign investment, acquisition of assets or purchase of equipment and other transactions in the next 12 months (if there are both book value and evaluation value, the higher one) account for more than 30% of the company's latest audited total assets;
② In the next 12 months, the company plans to invest abroad, acquire assets or purchase equipment, and the cumulative expenditure accounts for more than 50% of the company's latest audited net assets, with an absolute amount of more than 50 million yuan.
On the premise of ensuring the normal operation and long-term development of the company, in principle, the company will pay cash dividends once a year after the annual general meeting of shareholders. The board of directors of the company can propose the company to pay medium-term cash dividends according to the company's profitability and capital demand. The company shall maintain the continuity and stability of the profit distribution policy. When the conditions for cash dividends are met, the profit distributed in cash every year shall not be less than 10% of the distributable profit realized in the current year, and the cumulative profit distributed in cash by the company in any three consecutive fiscal years shall not be less than 30% of the annual distributable profit realized in the three years.
4. Differentiated cash dividend policy
The board of directors of the company shall comprehensively consider the characteristics of the company's industry, development stage, its own business model, profitability and whether there are major capital expenditure arrangements, and put forward 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%.
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.
5. Conditions of stock dividend distribution
According to the accumulated distributable profits, accumulation fund and cash flow, on the premise of ensuring full cash dividends and reasonable scale of the company's share capital, the company can distribute profits by issuing stock dividends. The specific distribution proportion shall be reviewed and approved by the board of directors and submitted to the general meeting of shareholders for deliberation and decision.
6. Decision making procedure and mechanism of profit distribution
The company's profit distribution plan shall be proposed and drafted by the board of directors in combination with the provisions of the articles of association, profitability, capital supply and demand, and submitted to the general meeting of shareholders for approval after deliberation and approval by the board of directors. Independent directors shall express clear independent opinions on the profit distribution plan and publicly disclose them together with the resolution of the board of directors.
When considering the specific plan of cash dividend, the board of directors shall carefully study and demonstrate the timing, conditions and minimum proportion of the company's cash dividend, the conditions for adjustment and the requirements of decision-making procedures, and the independent directors shall express clear independent opinions.
The board of supervisors of the company shall effectively supervise the implementation of profit distribution and cash dividend policies and decision-making procedures by the board of directors and management.
The general meeting of shareholders shall give full consideration to the opinions of independent directors and public shareholders in the process of making decisions and demonstrating profit distribution policies. The general meeting of shareholders shall consider and vote on the profit distribution plan proposed by the board of directors in accordance with laws, regulations and the articles of association. In order to effectively protect the rights of shareholders of social public shares to participate in the general meeting of shareholders, the board of directors, independent directors and qualified shareholders may publicly solicit their voting rights at the general meeting of shareholders, and shall actively communicate with shareholders, especially small and medium-sized shareholders, through various channels (including but not limited to telephone, fax, email, interactive platform, etc.), Fully listen to the opinions and demands of minority shareholders and respond to the concerns of minority shareholders in a timely manner. The dividend plan shall be adopted by more than 1 / 2 of the voting rights held by the shareholders or shareholders' agents attending the general meeting of shareholders.
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.
7. Information disclosure of profit distribution
The company shall disclose in detail the implementation of the profit distribution plan and cash dividend policy in the periodic report in strict accordance with relevant regulations, indicating whether it complies with the provisions of the articles of association or the requirements of the resolution of the general meeting of shareholders, whether the dividend standard and proportion are clear and clear, whether the relevant decision-making procedures and mechanisms are complete, and whether the independent directors have fulfilled their responsibilities and played their due role, Whether minority shareholders have the opportunity to fully express their opinions and demands, and whether the legitimate rights and interests of minority shareholders have been fully protected. If the cash dividend policy is adjusted or changed, it is also necessary to specify whether the conditions and procedures for adjustment or change are compliant and transparent.
If the board of directors fails to make a profit distribution plan in accordance with the profit distribution policy or fails to pay dividends due to meeting the dividend conditions, it shall disclose in the periodic report the reasons for the inability to determine the profit distribution plan, the reasons for the failure to pay cash dividends, and the purpose of the funds not used for cash dividends retained in the company. The board of supervisors and independent directors of the company shall express independent opinions on this.
8. Adjustment of profit distribution policy
If the company really needs to adjust the profit distribution policy due to major changes in the external business environment or its own business conditions, it shall demonstrate and explain the reasons in detail in the proposal, which shall be submitted to the general meeting of shareholders for special resolution after being deliberated and approved by the board of directors and the board of supervisors, and the independent directors shall express independent opinions on the proposal. The adjusted profit distribution policy shall not violate the relevant provisions of the CSRC and the stock exchange.
Before the general meeting of shareholders of the company deliberates on the profit distribution policy adjustment proposal, it shall actively communicate and exchange with shareholders, especially small and medium-sized shareholders, through various channels (including but not limited to setting up a special investor consultation telephone, setting up an investor relations column on the company's website, holding regular meeting activities with public investors, etc.), Fully listen to the opinions and demands of minority shareholders and respond to the concerns of minority shareholders in a timely manner. The general meeting of shareholders of the company to review and adjust the profit distribution policy shall provide shareholders with a voting platform in the form of network; The board of directors, independent directors and qualified shareholders of the company may solicit their voting rights at the general meeting of shareholders from the shareholders of the company. (II) profit distribution of the company in the last three years
1. On September 28, 2018, the company held the first extraordinary general meeting of shareholders in 2018 and approved the profit distribution plan for the half year of 2018, with a total profit of 10 million yuan (including tax).
2. On September 3, 2020, the company held the third extraordinary general meeting of shareholders in 2020 and approved the distribution plan of undistributed profits for 2018-2019. Based on 151400000 shares of the company, the company distributed cash dividends of 4 yuan (tax included) for every 10 shares to all shareholders, with a total cash distribution of 60.56 million yuan (tax included).
3. On May 20, 2021, the company held the 2020 annual general meeting of shareholders and approved the profit distribution plan of the company in 2020. Based on 151400000 shares of the company, the company distributed cash dividends of 4 yuan (tax included) for every 10 shares to all shareholders, with a total cash distribution of 60.56 million yuan (tax included).
The cash dividends of the company in recent three years are shown in the table below:
Unit: 10000 yuan
Project 2020 2019 2018
Cash dividend amount (tax included) 12112.00 - 1000.00
Net profit attributable to shareholders of listed company in consolidated statements 18883.16 18323.40 9955.49
Cash dividends accounted for 64.14% - 10.04% of the net profit attributable to the shares of Listed Companies in the current year
Total accumulated cash distribution in recent three years
