Stock abbreviation: Dynagreen Environmental Protection Group Co.Ltd(601330) Stock Code: 601330 Dynagreen Environmental Protection Group Co.Ltd(601330)
Public issuance of convertible corporate bonds
Prospectus
(registered address: Northeast floor, second floor, Jiuzhou electric building, No. 007, Keji South 12th Road, Nanshan District, Shenzhen) sponsor (lead underwriter)
Signed on:
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 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
The company specially reminds investors to pay full attention to the following major matters, and carefully read the chapter on risk factors in this prospectus: I. relevant provisions on this convertible bond
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.
Investors who subscribe for or purchase the bonds or obtain the bonds by other legal means shall be deemed to have agreed to accept and be bound by the rules of the bondholders' meeting of the convertible bonds. 2、 On the credit rating of the convertible bonds issued by the company this time
The company hired zhongchengxin international credit rating Co., Ltd. to conduct credit rating for the convertible bonds issued this time. The bond credit rating is AA +, and the long-term credit rating of the issuer is AA +.
During the duration of this convertible bond, China Chengxin international credit rating Co., Ltd. will conduct regular follow-up rating once a year. If the credit rating of the current convertible bond changes due to the external business environment of the company, changes in its own or rating standards and other factors, it will increase the risk of investors and have a certain impact on the interests of investors. 3、 Guarantees for this issuance of convertible 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 5.78 billion yuan, no less than 1.5 billion yuan. Therefore, the company does not need to provide guarantee for the convertible bonds issued to the public.
4、 About the company's dividend distribution policy and dividend distribution (I) the company's existing profit distribution policy
According to the articles of association adopted by the company's 2020 annual general meeting on May 14, 2021, the company's current profit distribution policy is as follows:
"Article 218 profit distribution policy and decision-making mechanism of the company
(I) the company's profit distribution shall not exceed the scope of accumulated distributable profits and shall not damage the company's sustainable operation ability. The company can make interim dividends according to the company's profits and capital needs.
(II) cash dividend terms and policies
The company should pay attention to cash dividends. If no cash dividend is paid in the current year, no stock dividend shall be paid. If the company intends to implement cash dividends, it shall also meet the following conditions: the company actively distributes dividends in cash on the premise that the company is profitable in the current year and the accumulated undistributed profits are positive, and the cash can meet the company's sustainable operation and long-term development; 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 in the last three years shall not be less than 30% of the annual distributable profit realized in the last three years. Based on the consideration of returning investors and sharing enterprise value, the company can distribute stock dividends while meeting cash dividends from real and reasonable factors such as the growth of the company, the dilution of net assets per share, the matching between the company's share price and the size of the company's share capital.
In the case of continuous profitability of the company, the time interval between two cash dividends shall not exceed 24 months.
The board of directors of the company shall comprehensively consider the industry characteristics, development stage, its own business model, profitability and whether there are major capital expenditure arrangements, distinguish the following situations, and put forward differentiated cash dividend policies in accordance with the procedures specified in the articles of association:
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.
Major capital expenditure arrangement refers to that the cumulative expenditure of the company's planned cash purchase of assets, foreign investment, fixed asset investment and other transactions in the next 12 months reaches or exceeds 30% of the company's total audited assets in the latest period (except for project investment with raised funds); Or more than 50% of the company's latest audited net assets and more than 50 million yuan (except for project investment with raised funds).
(III) profit distribution decision-making mechanism
The specific profit distribution plan of the company shall be proposed by the board of directors in combination with the provisions of the articles of association, the company's profitability, capital supply and demand and the shareholder return plan, and submitted to the general meeting of shareholders for deliberation after being voted by more than half of the supervisors of the board of supervisors.
The board of directors shall explain the use plan of retained undistributed profits in the profit distribution plan. Where stock dividends are distributed, the rationality and feasibility of the distribution of stock dividends shall also be explained; If the board of directors of the company fails to make a cash dividend plan in accordance with the dividend distribution policy stipulated in the articles of association in the annual profit distribution plan, the board of directors shall make a special explanation on the reasons why the cash dividend is not paid or the cash distribution is lower than the specified proportion, as well as the exact purpose of the company's retained earnings and expected investment income, and the independent directors shall express their opinions and submit them to the general meeting of shareholders for deliberation, The special description shall be disclosed in the announcement of the resolution of the board of directors and the periodic report.
Independent directors can solicit the opinions of minority shareholders, put forward profit distribution plans and directly submit them to the board of directors for deliberation.
The company shall solicit investors' opinions on profit distribution through the interactive platform of investor relations, the company's website, telephone, fax, e-mail and other effective ways, and the Secretary of the board of directors shall be responsible for summarizing the opinions and explaining them at the board of directors considering the profit distribution plan.
When the board of directors deliberates the profit distribution plan, it must be approved by more than two-thirds of the independent 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, adjustment conditions and decision-making procedures; Independent directors shall express clear independent opinions on the profit distribution plan before the board of Directors considers it, and submit it to the general meeting of shareholders for deliberation after it is approved by the board of directors.
Before the general meeting of shareholders deliberates on the specific scheme of cash dividend, it shall actively communicate and exchange with shareholders, especially minority shareholders, through various channels, fully listen to the opinions and demands of minority shareholders, and timely respond to the concerns of minority shareholders. When the company holds the general meeting of shareholders to review the profit distribution plan, in addition to the on-site meeting voting, the company shall provide the shareholders with the online voting system of the general meeting of shareholders. The profit distribution plan shall be approved by more than half of the shareholders (including shareholders' proxies) attending the general meeting of shareholders. After the general meeting of shareholders of the company makes a resolution on the profit distribution plan, the board of directors of the company shall complete the dividend distribution within 2 months after the general meeting of shareholders is held.
If the company really needs to adjust the profit distribution policy according to the production and operation, investment planning and long-term development needs, or the external business environment changes, it shall take the protection of shareholders' rights and interests as the starting point, and the adjusted profit distribution policy shall not violate the relevant laws and regulations, normative documents and the relevant provisions of the articles of Association; The proposal on adjusting the profit distribution policy shall be expressed by independent directors, submitted to the general meeting of shareholders for approval after being reviewed by the board of directors of the company, and approved by more than 2 / 3 of the voting rights held by the shareholders attending the general meeting of shareholders, and the conditions and process of adjustment shall be described in detail in the periodic report.
Article 219 the company may distribute dividends in the following forms (or both):
(I) cash;
(II) shares.
The company pays cash dividends and other payments to domestic shareholders in RMB. Cash dividends and other payments paid by the company to foreign shareholders shall be denominated and announced in RMB and paid in foreign currency. The foreign currency required by the company to pay cash dividends and other payments to foreign shareholders shall be handled in accordance with the relevant provisions of the state on foreign exchange management. Unless otherwise stipulated by relevant laws and regulations, if cash dividends and other payments are paid in foreign currencies, the exchange rate shall be the average selling price of relevant foreign currencies published by the people's Bank of China one calendar week before the date of announcement of dividends and other payments.
Article 220 a shareholder shall be entitled to interest on the amount paid for any share before the call is made, but shall not be entitled to participate in the subsequent dividend declared in respect of the advance payment.
Article 221 the company shall appoint a collection agent for the shareholders holding overseas listed foreign shares. The collection agent shall collect the dividends and other payables distributed by the company on the overseas listed foreign shares from the relevant shareholders.
The collection agent appointed by the company shall meet the requirements of the laws of the place of listing or the relevant provisions of the stock exchange.
The collection agent appointed by the company for the shareholders of overseas listed foreign shares listed on the Hong Kong Stock Exchange shall be a trust company registered in accordance with the trustee ordinance of Hong Kong.
On the premise of complying with relevant laws and regulations of China, the company can exercise the power of confiscation for unclaimed dividends, but the power can only be exercised after the expiration of the corresponding limitation period applicable after the dividend is declared.
The company has the right to terminate the sending of dividend coupons by mail to the holders of overseas listed foreign shares, but the company shall not exercise this power until the dividend coupons have not been withdrawn for two consecutive times. However, the company may also exercise this power if the dividend certificate is returned after it has not been delivered to the recipient for the first time.
The company has the right to sell the shares of shareholders of overseas listed foreign shares who cannot be contacted in a manner deemed appropriate by the board of directors, but must comply with the following conditions:
(1) The relevant shares should have paid dividends at least 3 times within 12 years, and no dividend is claimed during that period;
(2) After the expiration of the 12-year period, the company shall publish a notice in one or more newspapers in the place where the company is listed, stating its intention to sell the shares, and notify the stock exchange where the shares are listed.
Article 222 after the general meeting of shareholders of the company makes a resolution on the profit distribution plan, the board of directors of the company shall complete the distribution of dividends (or shares) within 2 months after the general meeting of shareholders is held.
Article 223 the company will fully consider the interests of shareholders and implement a reasonable profit distribution policy according to the company's business situation and market environment. The company's profit distribution policy shall try to maintain continuity and stability, and give priority to cash dividends. The specific dividend proportion shall be decided by the general meeting of shareholders in accordance with the law. " (II) cash dividends of the company in recent three years
The profit distribution of the company in 2018, 2019 and 2020 is as follows:
Unit: 10000 yuan
Dividend year 2020 2019 2018
Cash dividend amount (tax included) 27868.80 11612.00 11612.00
Net profit attributable to common shareholders of listed companies 50338.55 41608.85 36565.10
The proportion of cash dividends in the net profit attributable to 55.36%, 27.91% and 31.76% of the common shares of the listed company in the current year
The total accumulated cash distribution in the last three years is 51092.80
The average annual distributable profit of the last three years is 42837.50
The cumulative cash distribution profit in the last three years accounts for 119.27% of the annual distribution profit
The issuer's accumulated profits distributed in cash in the last three years totaled 510928000 yuan, accounting for 119.27% of the annual distributable profits of 428375000 yuan realized in the last three years. The profit distribution of the company in the last three years complies with the relevant provisions of the CSRC and the articles of association.
(III) use of undistributed profits
In order to maintain the sustainable development of the company, the retained undistributed profits of the company are mainly used as part of the company's business development funds for the company's daily production and operation, expand the existing business scale, promote the sustainable development of the company, and finally maximize the interests of shareholders. (IV) profit distribution policy before the issuance
By the end of September 2021, the undistributed profit of the company was 1904.3601 million yuan. According to the resolution of the company's first extraordinary general meeting in 2021, the A shares of the company increased due to the conversion of convertible corporate bonds issued this time enjoy the same rights and interests as the original A shares, and all A-Shares registered on the equity registration date of dividend distribution
