Statement
The issuer will perform the obligation of information disclosure in a timely and fair manner. The issuer and all its directors, supervisors, senior managers or personnel performing the same duties guarantee that the information disclosure in the prospectus is true, accurate and complete, and there are no false records, misleading statements or major omissions.
The lead underwriter has checked the prospectus and its abstract, confirmed that there are no false records, misleading statements and major omissions, and assumed corresponding legal liabilities for its authenticity, accuracy and completeness.
The issuer promises not to directly or indirectly subscribe for the bonds issued by itself during the issuance of current bonds. The interest rate or price of bond issuance shall be determined by means of inquiry, agreement pricing, etc. the issuer will not manipulate the issuance pricing, operate in a dark box, seek illegitimate interests or transfer interests to other relevant stakeholders by means of holding on behalf of others, trust, etc., provide financial assistance to investors participating in the subscription directly or through other stakeholders, and implement other actions that violate fair competition Acts of undermining market order.
If the issuer has directors, supervisors, senior managers, shareholders with a shareholding ratio of more than 5% and other related parties to participate in the bond subscription, the issuer will disclose the relevant subscription in the announcement of issuance results. The registration or examination of bond issuance by CSRC and Shenzhen Stock Exchange does not represent any evaluation of the investment value of bonds, nor does it indicate any judgment on the investment risk of bonds. Investors who wish to subscribe for the bonds shall carefully read the full text of this prospectus and relevant information disclosure documents, independently analyze the authenticity, accuracy and completeness of information disclosure, independently judge the investment value and bear any investment risks related thereto.
Investors who subscribe for or hold the bonds are deemed to have agreed to the rights and obligations in the prospectus, including the bond trustee agreement, the rules of the bondholders’ meeting and other relevant agreements on the rights and obligations of the issuer, bondholders, bond trustee and other subjects in the bond prospectus.
The issuer promises to perform its obligations and accept the supervision of investors in accordance with laws and regulations and the provisions of this prospectus.
Tips on major issues
Investors are invited to pay attention to the following major issues and carefully read the relevant chapters of “risk factors” in this prospectus.
1、 Guosen Securities Co.Ltd(002736) (hereinafter referred to as “the issuer” or “the company”) has obtained the CSRC’s CSRC permit [2021] No. 1976 document on June 9, 2021, approving the issuer to publicly issue corporate bonds with a total face value of no more than 30 billion yuan (including 30 billion yuan) to professional investors. The current issue is the seventh issue under the registration approval No. [2021] 1976 of the CSRC, and the issuance scale is no more than 2.6 billion yuan (including 2.6 billion yuan).
By the end of September 2021, the total owner’s equity in the issuer’s consolidated financial statements was 94.573 billion yuan, including 94.555 billion yuan of net assets attributable to shareholders of listed companies, and the issuer’s consolidated asset liability ratio was 68.03%. The average annual distributable profit of the issuer in the last three fiscal years is 4.983 billion yuan (the average net profit attributable to the owner of the parent company in 2018, 2019 and 2020 is 3.423 billion yuan, 4.910 billion yuan and 6.616 billion yuan respectively), which is expected to be no less than 1.5 times the one-year interest of the current bond.
2、 According to the comprehensive assessment of united credit rating Co., Ltd., the issuer’s main credit rating is AAA and the rating outlook is stable. This credit rating indicates that the issuer has a strong ability to repay its debts, is basically not affected by the adverse economic environment, and the risk of default is very low. However, during the duration of the current corporate bonds, the issuer cannot guarantee that its main long-term credit rating will not have a negative impact during the duration of the current bonds. If the credit rating agency reduces the main credit rating of the issuer, it will increase the risk of investors and have a certain impact on the interests of investors. 3、 The current bonds are unsecured bonds. According to the comprehensive assessment of united credit rating Co., Ltd., the credit rating of the current bond is AAA. Although the issuer has arranged debt repayment guarantee measures according to the current situation to ensure the timely and full repayment of the principal and interest of the current bond, during the duration of the current bond, it may be due to uncontrollable market, policies Due to changes in laws and regulations and other factors, the currently proposed debt repayment guarantee measures cannot be fully or fully implemented, thus affecting the interests of current bondholders.
4、 The credit rating agency will continue to pay attention to the changes of the issuer’s external business environment, business or financial conditions and the debt repayment guarantee of the bonds during the validity period of the credit rating of the bonds or the duration of the bonds, so as to continuously track the credit risk of the bonds and issue a tracking rating report, To dynamically reflect the credit status of the issuer. Relevant information such as the regular and irregular tracking rating results of credit rating agencies will be announced through their website. The issuer will also announce the above tracking rating results and reports through the website of Shenzhen Stock Exchange and other media designated by the regulatory authorities. Investors can query the above tracking rating results and reports on the website of Shenzhen Stock Exchange.
5、 In 2018, 2019, 2020 and January September 2021, the issuer’s interest cover ratio was 1.94 times, 2.49 times, 3.29 times and 3.80 times respectively, showing an overall upward trend. During the reporting period, the issuer’s interest protection ratio is greater than 1 times, the issuer’s operation is good, and its ability to protect interest is sufficient. If the operation of the issuer deteriorates and the profit income decreases significantly in the future, investors will face the risk of declining the security and stability of bond repayment.
6、 As of December 31, 2020, the audited net assets of the issuer were 80.924 billion yuan and the loan balance was 150.203 billion yuan. As of April 30, 2021, the company’s loan balance was 166.727 billion yuan, and the cumulative new loan amount was 16.524 billion yuan. The cumulative new loan accounted for 20.42% of the net assets at the end of the previous year, more than 20%; As of July 31, 2021, the company’s loan balance was 192.989 billion yuan, and the cumulative new loan amount was 42.786 billion yuan. The cumulative new loan accounted for 52.87% of the net assets at the end of the previous year, more than 40%. The above matters have been disclosed on the website of Shenzhen Stock Exchange on May 11, 2021 and August 6, 2021 respectively. The above new loans comply with the provisions of relevant laws and regulations, belong to the normal business activities of the issuer, and occur before the completion of this registration. The financial situation of the issuer is sound. At present, all debts are repaid on time. The above new borrowings will not have an adverse impact on the operation and solvency of the issuer.
7、 During the reporting period, the issuer’s net cash flow from operating activities fluctuated greatly.
In 2018, 2019, 2020 and January September 2021, the net cash flow from the issuer’s operating activities was -4468212100 yuan, 28641814000 yuan, – 3472276600 yuan and -7991268700 yuan respectively. In 2018, the net cash flow from operating activities increased by 80.52% year-on-year, mainly due to the increase in funds received from repurchase business. In 2019, the net cash flow from operating activities increased by 741.01% year-on-year, mainly due to the increase in cash received from securities trading and disposal of trading financial assets. In 2020, the net cash flow from the issuer’s operating activities decreased by 32114090600 yuan compared with the same period of the previous year, a year-on-year decrease of 112.12%, mainly due to the increase in the scale of self operated business investment and financed funds. From January to September 2021, the net cash flow generated by the issuer’s operating activities decreased by 12245.9156 million yuan compared with the same period of the previous year, a year-on-year decrease of 287.82%, mainly due to the increase in the investment scale of proprietary business and the decrease in the net cash received from the agency trading of securities.
8、 According to the Guosen Securities Co.Ltd(002736) 2021 annual performance forecast disclosed by the Issuer on January 28, 2022, the issuer’s 2021 annual performance forecast increased in the same direction, and the main data are as follows:
Project year 2021 to 2020
Net profit attributable to shareholders of listed companies: 900 million yuan – 1.05 million yuan, profit: 6615.74 million yuan – an increase of 36% – 59% over the same period of last year
Net profit after deducting non recurring profit and loss: 870000 yuan – 1020000 yuan profit: 6812290000 yuan, an increase of 28% – 50% over the same period of last year
Basic earnings per share: 0.86 yuan / share -1.01 yuan / share; earnings per share: 0.72 yuan / share
The performance forecast of the issuer in 2021 has not been audited by certified public accountants. The issuer has pre communicated with the company’s 2021 audit accounting firm Tianjian accounting firm (special general partnership) on the financial data related to the 2021 performance forecast, and the issuer confirms that there is no difference with the accounting firm on the 2021 performance forecast. The issuer’s 2021 annual performance forecast is the preliminary accounting data, and the specific and accurate financial data shall be subject to the 2021 annual report officially disclosed by the issuer.
In 2021, the capital market maintained a good development trend, the issuer actively grasped the market opportunities, and all businesses developed well. During the reporting period, the issuer’s main business income such as self operated investment business income and brokerage service fee net income increased significantly compared with the same period of the previous year. At the same time, the provision for impairment of financial assets decreased in 2021, and the net profit attributable to shareholders of listed companies increased significantly in 2021 compared with the same period of the previous year.
As of the date of signing this prospectus, the production and operation of the company is normal, and there is no significant decline or loss in performance. The issuer has no major changes that affect the sustainable development of the company, and there are no other adverse changes that affect the operation or solvency of the company. The issuer meets the statutory conditions for issuance and listing, and there is no situation in which the issuance is prohibited by relevant laws and regulations.
9、 On November 26, 2015, the company received the notice of investigation from China Securities Regulatory Commission (inspection team investigation Tong Zi [153145]). The company was suspected of violating the provisions of Article 84 of the regulations on the supervision and administration of securities companies on “failing to sign business contracts with customers in accordance with the Provisions” in carrying out margin trading business. On May 15, 2017, the CSRC issued the prior notice of administrative punishment (punishment Zi [2017] No. 58). The CSRC considered that the relevant acts of the company constituted the acts described in Article 84 (VII) of the regulations on the supervision and administration of securities companies, “failing to sign business contracts with customers in accordance with the provisions, or failing to include the necessary provisions in the business contracts with customers”, To be decided: order the company to make corrections, give a warning, confiscate 20886681.63 yuan of illegal income and impose a fine of 104433408.15 yuan. Guoxin futures, a wholly-owned subsidiary of the company, also received the prior notice of administrative punishment (punishment Zi [2017] No. 60) from the CSRC for the same matter. On November 5, 2018, the company received the notice of closing the case (JZ [2018] No. 19) from the CSRC. After trial, the CSRC considered that the above illegal facts of the company and its related personnel were not tenable, and the CSRC decided to close the case. The above matters do not constitute a material obstacle to the issuance of current bonds.
On January 30, 2018, the issuer received the notice of investigation (cjjcjtz [18001]) from the China Securities Regulatory Commission, and was placed on file for investigation by the CSRC for suspected violation of securities laws and regulations in the recommendation business and financial consulting business. On June 21, 2018, the company received the decision on administrative punishment ([2018] No. 46) from the CSRC. The CSRC decided: (1) to order the issuer to correct its recommendation business behavior, give a warning, confiscate the recommendation business income of 1 million yuan and impose a fine of 3 million yuan; Long Feihu and Wang Xiaojuan were warned and fined 300000 yuan respectively. (2) For Guosen Securities Co.Ltd(002736) M & a financial advisory business, it shall be ordered to make corrections, the M & a financial advisory business income of 6 million yuan shall be confiscated and a fine of 18 million yuan shall be imposed; Zhang Miao and Cao Zhongyuan were warned and fined 100000 yuan respectively. The above matters do not constitute a material obstacle to the issuance of current bonds.
10、 By the end of June 2021, the company had no major litigation and arbitration matters to be disclosed involving an amount of more than 10% of the absolute value of the company’s latest audited net assets and an absolute amount of more than 10 million. As the defendant, the issuer’s pending litigation and arbitration involving a large amount of litigation are detailed in “VIII. Major contingencies or commitments” in “section V Financial and accounting information” of this prospectus. The above pending lawsuits arise from the daily business process of the company and will not cause substantive legal obstacles to the current issue. After careful judgment and in accordance with relevant rulings, the company has accrued an estimated liability of 518 million yuan. The company will make reasonable and sufficient provision for estimated liabilities according to the results of case trial.
11、 The company held the 35th meeting of the Fourth Board of directors on May 26, 2021, deliberated and approved the proposal on the appointment of vice president of the company, and appointed Mr. Cheng Fei as the vice president of the company. The term of office is from the date of deliberation and approval of the board of directors to the date of expiration of the performance period of the Fourth Board of directors.
The company held the first extraordinary general meeting of shareholders in 2021 on September 3, 2021 to elect directors of the Fifth Board of directors and supervisors of the Fifth Board of supervisors. The term of office of the directors and supervisors of the 5th board of directors of the company is three years, which takes effect from the election of the shareholders’ meeting. The 5th board of directors of the company has no employee representative as a director. No supervisor of the 5th board of supervisors of the company has ever served as a director or senior manager of the company in the past two years; There is no case where the number of supervisors nominated by a single shareholder exceeds half of the total number of supervisors of the company
