Stock abbreviation: Wuxi Shangji Automation Co.Ltd(603185) Stock Code: 603185 Wuxi Shangji Automation Co.Ltd(603185)
Wuxi ShangjiAutomation Co., Ltd.
(address: No. 158, Nanhu Middle Road, Xuelang street, Binhu District, Wuxi)
Public issuance of A-share convertible corporate bonds
Prospectus
Sponsor (lead underwriter)
(registered address: No. 95, dongchenggenshang street, Qingyang District, Chengdu)
February, 2002
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 attention to the following major matters and carefully read the relevant chapters of this prospectus.
1、 On the credit rating of the company’s convertible bonds issued this time
The company hired China Securities PENGYUAN credit rating Co., Ltd. to conduct credit rating for the convertible bonds issued this time. According to the credit rating report of Wuxi Shangji Automation Co.Ltd(603185) 2021 public offering of A-share convertible corporate bonds issued by Zhongpeng Xinping [2021] No. Z [495] 02 issued by China Securities PENGYUAN credit rating Co., Ltd., the main credit rating of the company is AA -, the credit rating of this convertible bond is AA -, and the rating prospect is stable.
After the convertible bonds issued by the company are listed, CSI PENGYUAN credit evaluation Co., Ltd. will conduct tracking rating at least once a year. If the credit rating of this convertible bond is reduced 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 may have a certain impact on the interests of investors.
2、 The company does not provide guarantee for the issuance of convertible 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”. According to the audit report issued by Dahua certified public accountants, as of December 31, 2020, the audited net assets of the company were 2.662 billion yuan, no less than 1.5 billion yuan. Therefore, the convertible bonds issued by the company this time are not guaranteed.
3、 Profit distribution policy and cash dividend of the company
(I) profit distribution policy of the company
According to the company law, the current articles of association and the shareholders’ dividend return plan, the company’s dividend distribution policy is as follows:
1. Principle of profit distribution
The company shall focus on long-term and sustainable development, and fully consider the company’s current and future profit scale, cash flow status, development stage, project investment capital demand, financing plan, bank credit and debt financing environment on the basis of comprehensive analysis of the actual operation and development of the enterprise, shareholders’ requirements and wishes, social capital cost, external financing environment and other factors, Establish a sustainable, stable and scientific return planning and mechanism for investors, and make institutional arrangements for dividend distribution to ensure the continuity and stability of dividend distribution policy.
The profit distribution of the company should pay attention to the reasonable investment return to investors and take into account the sustainable development of the company. The board of directors, the board of supervisors and the general meeting of shareholders shall give full consideration to the opinions of independent directors, supervisors and shareholders, especially minority shareholders, in the decision-making, demonstration and adjustment of profit distribution policies.
2. Form and specific conditions of profit distribution
The company may distribute profits in cash, stock or a combination of cash and stock. The profit distribution shall not exceed the scope of accumulated distributable profits. If there are outstanding losses, they shall not be distributed and the company’s ability to continue operation shall not be damaged.
In principle, the company shall adopt cash dividend for profit distribution, and the method of cash dividend is better than that of stock dividend. The company may distribute bonus shares while distributing cash dividends. The board of directors of the company may propose a profit distribution plan for distributing stock dividends and submit it to the general meeting of shareholders for deliberation.
In principle, the company distributes profits once a year. When the following conditions are met, the company shall distribute dividends in cash in the current year, and the profit distributed in cash every year shall not be less than 20% of the distributable profit realized in the current year. The specific dividend proportion shall be determined according to the company’s cash flow, financial status, future development plan and investment projects:
(1) The company’s current year profit and accumulated undistributed profit are positive;
(2) The audit institution shall issue a standard unqualified audit report on the annual financial report of the company; (3) The company has no major investment plans or major cash disbursements (except for investment projects with raised funds).
Major investment plan or major cash expenditure refers to one of the following circumstances:
(1) The cumulative expenditure of the company’s planned foreign investment, acquisition or purchase of assets in the next 12 months reaches or exceeds 10% of the company’s latest audited net assets or 5% of the total assets;
(2) The net cash flow generated by the company’s operating activities in the current year is negative;
(3) Other circumstances prescribed by the CSRC or the Shanghai Stock Exchange.
The board of directors of the company shall comprehensively consider the industry characteristics, the development stage of the company, the business model and changes of the company, the profitability and whether there are major capital expenditure arrangements, distinguish different 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. 3. Decision making procedures and information disclosure of profit distribution
When making profit distribution, the board of directors of the company 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 opinions.
Independent directors can solicit the opinions of minority shareholders, put forward dividend proposals and directly submit them to the board of directors for deliberation. At the meeting of the board of directors to deliberate the company’s profit distribution plan, they can only be submitted to the general meeting of shareholders for deliberation with the consent of more than half of the independent directors of the company. Before considering the specific plan of cash dividend, the general meeting of shareholders shall communicate and exchange with shareholders, especially small and medium-sized shareholders, by telephone and e-mail, fully listen to the opinions and demands of small and medium-sized shareholders, and respond to the concerns of small and medium-sized shareholders in a timely manner.
After the general meeting of shareholders of the company makes a resolution on the profit distribution plan in accordance with the established profit distribution policy, the board of directors of the company shall complete the distribution of dividends (or bonus shares) within two months after the general meeting of shareholders is held.
The company shall disclose in detail the formulation and implementation of the cash dividend policy in the annual report, and make special explanations on the following matters:
(1) Whether it complies with the provisions of the articles of association or the requirements of the resolutions of the general meeting of shareholders;
(2) Whether the dividend standard and proportion are clear and clear;
(3) Whether the relevant decision-making procedures and mechanisms are complete;
(4) Whether the independent directors have performed their duties and played their due role;
(5) 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 shall also specify whether the conditions and procedures of adjustment or change are compliant and transparent.
If the board of directors of the company does not propose a cash profit distribution plan, it shall disclose 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.
4. Adjustment of profit distribution policy
The company will maintain the consistency, rationality and stability of dividend distribution policies and ensure the authenticity of cash dividend information disclosure. The company shall strictly implement the cash dividend policy determined in the articles of association and the specific cash dividend plan reviewed and approved by the general meeting of shareholders. 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 or its own business conditions change greatly, the adjusted profit distribution policy shall not violate the relevant provisions of the CSRC and the stock exchange; The proposal on the adjustment of profit distribution policy shall be formulated by the board of directors. The independent directors and the board of supervisors shall express independent opinions on the adjustment of profit distribution policy, and the independent directors can solicit the opinions of minority shareholders; The proposal to adjust the profit distribution policy shall be submitted to the general meeting of shareholders after deliberation by the board of directors and approved by more than 2 / 3 of the voting rights held by the shareholders attending the general meeting of shareholders. The company shall provide online voting to facilitate the participation of public shareholders in the general meeting of shareholders.
The company shall review the shareholder dividend return plan at least once every three years. Based on the comprehensive analysis of the actual operation and development of the company, shareholders’ requirements and wishes, social capital costs, external financing environment and other factors, the company can make appropriate and necessary adjustments to the shareholders’ dividend return plan.
(II) cash dividends of the company in recent three years
The cash dividend distribution of the company in the last three years is as follows:
Unit: 10000 yuan
Project 2020 2019 2018
Net profit attributable to shareholders of listed company 53132.82 18531.34 20081.14 in consolidated statements
Cash dividend (tax included) 15964.72 5707.68 2016.00
Cash dividends accounted for 30.05%, 30.80% and 10.04% of the net profits attributable to shareholders of Listed Companies in the current year
The cumulative cash distribution in the last three years totaled 23688.40
The average annual distributable profit of the last three years is 30581.77
Accumulated cash distribution profit in recent three years: 77.46%
Proportion of annual distributable profits
(III) use of undistributed profits
The retained undistributed profits of the company are mainly used for major investments and cash expenditures related to business operations, such as foreign investment, purchase of assets, improvement of R & D strength, gradually expand the business scale, optimize the financial structure, promote the rapid development of the company, realize the future development planning objectives of the company in a planned and step-by-step manner, and finally maximize the interests of shareholders.
(IV) profit distribution of the company in recent three years
In May 2019, the company’s 2018 annual general meeting of shareholders agreed to distribute cash dividends of RMB 2016 million (including tax). At the same time, the capital reserve was used to increase 4 shares for every 10 shares to all shareholders, with a total of 50.4 million shares. The above profit distribution has been completed.
In April 2020, the 2019 annual general meeting of shareholders of the company agreed to distribute cash dividends of 57.0768 million yuan (including tax), and at the same time, the capital reserve was transferred to all shareholders to increase 3 shares for every 10 shares, with a total of 53.5095 million shares. The above profit distribution has been completed.
In May 2021, the company’s 2020 annual general meeting of shareholders agreed to distribute cash dividends of 159647200 yuan (including tax), and the above profit distribution has been completed.
4、 Risk factors
The company urges investors to carefully read the relevant contents in “section III Risk Factors” of this prospectus and pay special attention to the following risks:
(I) macroeconomic, industry cyclical fluctuations and industry policy risks
The development of photovoltaic industry is mainly affected by the scale of downstream power consumption and power energy structure. Therefore, the industry as a whole maintains a certain synchronization with macroeconomic development. Although the cost of photovoltaic power generation is declining continuously, the industry has entered the transition stage of “affordable Internet access”, and the dependence on government subsidies has been greatly reduced, as a strategic emerging industry, the photovoltaic industry does not rule out periodic fluctuations in the future development process.
On the one hand, under the macro trend that major countries in the world are encouraging and supporting clean energy power generation, photovoltaic, as one of the main clean energy, is less likely to have a fundamental sudden change or major shift in the industry; On the other hand, the photovoltaic industry has gradually matured and entered the endogenous growth mode of “affordable Internet access”, the dependence on government subsidy policies has gradually decreased, and the cyclical characteristics of the industry have gradually weakened.
Although the photovoltaic industry
