Stock abbreviation: Citic Pacific Special Steel Group Co.Ltd(000708) Stock Code: 000708 listing place: Shenzhen Stock Exchange Citic Pacific Special Steel Group Co.Ltd(000708)
CITIC PACIFIC SPECIALSTEELGROUPCO., LTD.
(registered address: No. 316, Huangshi Avenue, Huangshi City, Hubei Province)
Public issuance of convertible corporate bonds
Summary of prospectus
Co sponsor (lead underwriter)
February, 2002
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.
If investors have any questions about the prospectus and its abstract, they should consult their own stockbrokers, lawyers, accountants or other professional consultants.
Tips on major issues
The company specially reminds investors to pay full attention to the following major matters and carefully read the chapter on risk factors in the prospectus. 1、 Investment risk of convertible corporate bonds
Convertible corporate bond is an investment tool with both bond nature and equity nature. The transaction terms are relatively complex and require investors to have certain professional knowledge. Before purchasing this convertible bond, investors should carefully study and understand the relevant terms in order to make correct investment decisions. 2、 On the credit rating of convertible corporate bonds issued by the company this time
The convertible corporate bonds are rated by the joint credit rating. According to the Citic Pacific Special Steel Group Co.Ltd(000708) convertible corporate bond credit rating report issued by the joint credit rating agency, Citic Pacific Special Steel Group Co.Ltd(000708) subject credit rating is AAA, the convertible corporate bonds credit rating is AAA, and the rating outlook is stable.
After the initial rating, the rating agency will continue to pay attention to the changes of the company’s business environment, major issues of operation or financial status and other factors during the duration of the bonds, and carry out regular and irregular follow-up rating on the evaluated objects. If the credit rating of the current bonds changes adversely due to factors such as the company’s external business environment, the company’s own situation or the change of rating standards, it will increase the risk of investors and have a certain impact on the interests of investors. 3、 No guarantee is provided 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 are not less than 1.5 billion yuan. Therefore, the company has not provided guarantee for the convertible corporate bonds issued to the public. Please pay attention to it. 4、 Profit distribution policy and distribution of the company
(I) current profit distribution policy of the company
According to the relevant requirements of the notice on further implementing matters related to cash dividends of listed companies (zjf [2012] No. 37) and the guidelines for the supervision of listed companies No. 3 – cash dividends of listed companies (zjf announcement [2013] No. 43) issued by the CSRC, the company’s current effective articles of association clearly stipulates the company’s profit distribution policy, The main contents are as follows:
“I. The company’s dividend policy is:
(I) the profit distribution of the company shall be based on the sustainable development of the company and the protection of shareholders’ rights and interests, pay attention to the reasonable return on investment to investors, and the profit distribution policy shall maintain continuity and stability, and comply with the relevant provisions of laws and regulations.
(II) the company may distribute its profits in cash, shares or a combination of cash and shares, or other ways permitted by laws and regulations. Those qualified for cash dividends shall give priority to the distribution of profits in the form of cash dividends. The company’s profit distribution shall not exceed the scope of accumulated profits available for distribution and shall not damage the company’s sustainable operation ability.
(III) the company adheres to the principle of cash dividend when the undistributed profit is positive, the current net profit is positive, the cash flow meets the normal operation needs of the company and there is no major investment plan; In any three consecutive years, the accumulated profits distributed by the company in cash shall not be less than 30% of the annual distributable profits realized in the three years. Major investment plans or capital expenditure arrangements refer to the events that the company purchases assets within one year that exceed 20% of the company’s latest audited total assets, and foreign investment that exceeds 20% or more of the company’s latest audited net assets.
When the board of Directors considers that the stock price of the company does not match the size of the company’s share capital, or when the board of directors deems it necessary, it may propose a stock dividend distribution plan and implement it after deliberation and approval by the general meeting of shareholders.
(IV) the company shall comprehensively consider the industry characteristics, development stage, its own business model, profitability and whether there are major capital expenditure arrangements, and put forward differentiated cash dividend policies according to 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%.
The development stage of the company shall be determined by the board of directors according to specific circumstances. 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.
(V) annual or interim profit distribution can be carried out on the premise that the company’s profits and cash flow meet the needs of normal operation.
(VI) if the company has profits available for distribution to shareholders and the board of directors has not made a profit distribution plan for the current year, it shall explain in detail the reasons for the non dividend and the purpose of the non dividend funds retained in the company in the periodic report, and the independent directors shall express independent opinions on this.
(VII) if a shareholder occupies the company’s funds in violation of regulations, the company shall deduct the cash dividend distributed by the shareholder to repay the funds occupied.
2、 The decision-making procedure and mechanism of the company’s dividend are as follows:
(I) the board of directors of the company will put forward a reasonable profit distribution plan every year according to the company’s profit situation, capital demand and the interests of shareholders in the current period, which will be implemented after being reviewed and approved by the general meeting of shareholders of the company. If the profit distribution plan needs to be adjusted, the procedure shall be performed again.
(II) when the board of directors deliberates the specific dividend plan, it shall carefully study and demonstrate the timing, conditions, proportion, adjustment conditions and decision-making procedures of the company’s cash dividend, and keep corresponding demonstration records as reference materials; Independent directors shall express clear opinions.
(III) when the general meeting of shareholders deliberates on the specific dividend scheme, it shall actively communicate and exchange with shareholders, especially small and medium-sized shareholders, through various channels, fully listen to the opinions and demands of small and medium-sized shareholders, and timely respond to the concerns of small and medium-sized shareholders.
(IV) the company shall strictly implement the dividend policy determined in the articles of association and the specific dividend plan reviewed and approved by the general meeting of shareholders. If it is really necessary to adjust or change the dividend policy determined in the articles of association due to the new provisions on the dividend policy of listed companies issued by national laws and regulations and securities regulatory authorities, or the significant changes in the company’s external business environment and its own business conditions, it shall take the protection of shareholders’ rights and interests as the starting point, and the adjusted profit distribution policy shall not violate relevant laws and regulations Relevant provisions of normative documents. When it is necessary to adjust the profit distribution policy, a convenient mechanism for minority shareholders to express their opinions and demands shall be provided, the opinions of minority shareholders shall be fully considered, and the opinions of independent directors and the board of supervisors shall be solicited in advance. After detailed demonstration by the board of directors, a proposal shall be formed and submitted to the general meeting of shareholders for approval. And approved by more than 2 / 3 of the voting rights held by the shareholders attending the general meeting of shareholders.
(V) the board of supervisors shall supervise the implementation of the company’s dividend policy and shareholder return plan and decision-making procedures by the board of directors and management. “
(II) profit distribution of the company in the last three years
1. Profit distribution plan for the last three years
During the reporting period, the company made profit distribution. The specific profit distribution scheme is as follows:
The company’s 2018 profit distribution plan was reviewed and approved at the 12th meeting of the eighth board of directors on February 26, 2019 and at the 2018 annual general meeting of shareholders on April 19, 2019. The company distributed cash dividends of RMB 8 (including tax) for every 10 shares to all shareholders, with a total profit of RMB 359526800.
The 2019 profit distribution plan of the company was deliberated and approved at the 25th meeting of the eighth board of directors on March 5, 2020 and at the 2019 annual general meeting of shareholders on April 21, 2020. The company distributed cash dividends of RMB 10 (including tax) to all shareholders for every 10 shares, with a total profit of 2968.9079 million yuan, At the same time, the capital reserve shall be used to increase 7 shares for every 10 shares to all shareholders.
The company’s profit distribution plan for 2020 was reviewed and approved at the 8th meeting of the ninth board of directors on March 1, 2021 and at the 2020 annual general meeting of shareholders on March 22, 2021. The company distributed cash dividends of RMB 7 (including tax) for every 10 shares to all shareholders, with a total profit of 3533.00004 million yuan.
2. Cash dividend distribution in recent three years
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) 353300.04 296890.79 35952.68
Net profit attributable to shareholders of listed company 602449.04 538647.18 51017.85
Cash dividends accounted for 58.64%, 55.12% and 70.47% of the net profit attributable to the shareholders of the listed company in the current year
The accumulated cash dividends (including tax) in the last three years totaled 686143.51
The average annual distributable profit of the last three years is 397371.36
The cumulative cash distribution profit in the last three years accounts for 172.67% of the annual distribution profit. Note: the financial data in the above table are the end of the period data in the annual audit report. The profit distribution of 2018, 2019 and 2020 has been deliberated by the board of directors and the general meeting of shareholders of the company.
The accumulated profits distributed by the company in cash in the last three years totaled 6861.4351 million yuan, accounting for 172.67% of the average annual distributable profits of 3973.7136 million yuan in the last three years, more than 30%, in line with Article 8 (V) of the measures for the administration of securities issuance of listed companies and the decision on Amending Several Provisions on cash dividends of listed companies. 5、 Special risk tips
The company urges investors to carefully read the full text of “risk factors” in the prospectus and pay special attention to the following risks:
(I) industry policy risk
The iron and steel industry belongs to two high and one surplus industries, which is greatly affected by the national macroeconomic policies, industrial regulatory policies, industrial policies and environmental protection policies. At this stage, relevant national departments implement industrial policies aimed at controlling the total amount, controlling new production capacity, eliminating backward production capacity and accelerating structural adjustment in the iron and steel industry, adopt the regulation principle of “differential treatment, classified guidance and pressure”, and encourage enterprises to adopt advanced technology, reduce energy consumption and produce high-end products that are urgently needed or can replace imports.
With the acceleration of the state’s de productivity of the iron and steel industry, the change of industrial policies and the gradual implementation and deepening of the reform of state-owned enterprises, the market competition in the iron and steel industry will become increasingly fierce. In the future, if the policy dividend of the country and industry subsides or the implementation of policies such as environmental protection and production restriction weakens, it may have an adverse impact on the company’s business or profits.
(II) business management and financial risks
1. Safety production risk
The company mainly produces special steel products. Its production process is in high temperature and high pressure environment, and some intermediate products or terminal products are dangerous. Although the company has formulated safety rules and standards according to industry standards and actual production conditions, equipped with relatively complete safety facilities, and developed a perfect accident early warning and handling mechanism, the whole production process is under control, and the possibility of safety accidents is small, it does not rule out improper production operation or equipment failure, As a result, the company’s production activities will face the risk of production accidents in the future, which will affect the normal operation of the company’s production and operation.
2. Environmental risk
Steel industry
