Stock abbreviation: Silkroad Visual Technology Co.Ltd(300556) Stock Code: Silkroad Visual Technology Co.Ltd(300556) SZ Silkroad Visual Technology Co.Ltd(300556)
Silkroad Visual Technology Co., Ltd
(address: huayangnian, No. 3, Shihua Road, Futian Free Trade Zone, Fubao community, Fubao street, Futian District, Shenzhen
Building B, Funian Plaza (108)
Issue convertible corporate bonds to unspecified objects
Prospectus
Sponsor (lead underwriter)
February, 2002
Issuer statement
The company and all directors, supervisors and senior managers promise that there are no false records, misleading statements or major omissions in the prospectus and other information disclosure materials, and bear corresponding legal liabilities for their authenticity, accuracy and completeness.
The person in charge of the company, the person in charge of accounting and the person in charge of the accounting organization shall ensure that the financial and accounting materials in the prospectus are true and complete.
Any decision or opinion made by the CSRC and the exchange on this issuance does not indicate that they guarantee the authenticity, accuracy and integrity of the application documents and the information disclosed, nor do they indicate that they make substantive judgment or guarantee on the profitability, investment value of the issuer or the income of investors. Any statement to the contrary is a false statement.
According to the provisions of the securities law, the issuer shall be responsible for the changes in the operation and income of the issuer after the securities are issued according to law. Investors independently judge the investment value of the issuer, make investment decisions independently, and bear the investment risks caused by changes in the operation and income of the issuer or changes in the price of securities after the issuance of securities according to law.
Tips on major issues
This important notice only reminds investors of the risk factors and other important matters that need special attention. Please carefully read all the contents of the “risk factors” section of the prospectus. 1、 Notes on the issuance of convertible bonds meeting the issuance conditions
According to the securities law, the measures for the administration of securities issuance and registration of companies listed on the gem (for Trial Implementation) and other relevant regulations, the company’s issuance of convertible corporate bonds to unspecified objects meets the legal issuance conditions. 2、 On the credit rating of convertible corporate bonds issued by the company this time
According to the credit rating report of Silkroad Visual Technology Co.Ltd(300556) issuing convertible corporate bonds to unspecified objects issued by the joint credit, the credit rating of convertible corporate bonds is a + Silkroad Visual Technology Co.Ltd(300556) subject’s credit rating is a +, and the rating outlook is stable.
After the convertible bonds issued this time are listed, during the duration of the bonds, united credit will track and rate the credit status of the bonds regularly or irregularly, and issue a tracking and rating report. Regular follow-up rating shall be conducted at least once a year during the duration of the bond. 3、 Guarantees for the issuance of convertible corporate bonds by the company
There is no guarantee for the issuance of convertible bonds to unspecified objects this time. Please note that the convertible corporate bonds may have cashing risk due to the lack of guarantee. 4、 Profit distribution policy of the company and profit distribution in recent three years (I) 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 (China Securities Regulatory Commission [2013] No. 43) issued by the CSRC, the company has formulated the return plan for shareholders’ dividends for Silkroad Visual Technology Co.Ltd(300556) 2020-2022, The articles of association clearly stipulates the provisions related to profit distribution. The company’s profit distribution policy is as follows:
1. Profit distribution principle
The board of directors of the company shall focus on the sustainable development of the company and establish a sustainable, stable and scientific return mechanism for investors in accordance with the profit distribution policy determined in the articles of association on the basis of comprehensively considering the actual operation and development of the company, the requirements and wishes of shareholders, social capital cost, external financing environment and other factors.
2. Demonstration procedure and decision-making mechanism of profit distribution policy
(1) The board of directors of the company shall correctly handle the relationship between the short-term interests and long-term development of the company and determine a reasonable dividend distribution plan on the basis of fully considering the interests of shareholders according to the current operation and the capital demand plan of project investment.
(2) The profit distribution plan shall be formulated by the board of directors of the company. The board of directors of the company shall put forward feasible profit distribution proposals according to the financial and operating conditions of the company, and form a profit distribution plan through the adoption and resolution of more than half of the directors present at the board of directors.
(3) Before convening the board meeting of profit distribution, independent directors shall put forward clear opinions on the proposal of profit distribution. At the board meeting on profit distribution, the proposal on profit distribution shall be adopted by more than half of all directors, including more than half of all independent directors. If the independent director disagrees with the profit distribution proposal, the independent director shall put forward the facts and reasons of disagreement, require the board of directors to reformulate the profit distribution proposal, and may propose to convene the general meeting of shareholders if necessary.
(4) The board of supervisors shall put forward clear opinions on the proposal of profit distribution and give full consideration to the opinions of external supervisors (if any). If the board of supervisors agrees to the proposal of profit distribution, it shall be adopted by more than half of the supervisors present and form a resolution. If the board of supervisors disagrees with the proposal of profit distribution, the board of supervisors shall put forward the facts and reasons of disagreement and suggest the board of directors to reformulate the proposal of profit distribution, When necessary, it may propose to convene a general meeting of shareholders.
(5) If the profit distribution plan is approved to be implemented after the above procedures, the board of directors shall propose to convene the general meeting of shareholders and submit it to the general meeting of shareholders for approval; The profit distribution policy shall be adopted by more than 1 / 2 of the voting rights held by shareholders (including shareholders’ agents) attending the general meeting of shareholders. At the same time, with regard to this proposal, the company must provide networks or other ways to facilitate the participation of public investors in the general meeting of shareholders in accordance with the relevant provisions of the stock exchange.
3. Profit distribution policy
(1) The company’s profit distribution policy should pay attention to the reasonable investment return to investors and maintain continuity and stability. The company may distribute profits in cash or shares. The profit distribution shall not exceed the scope of accumulated distributable profits and shall not damage the company’s sustainable operation ability. The board of directors, the board of supervisors and the general meeting of shareholders shall fully consider the opinions of independent directors, external supervisors (if any) and public investors in the decision-making and demonstration of profit distribution policies.
(2) If the audited net profit of the company in the current year is positive and meets the dividend distribution conditions specified in the company law, the company shall give priority to cash distribution of dividends. If there is no major investment plan or major cash expenditure, the company must pay cash dividends, and the profit distributed in cash 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 three consecutive fiscal years shall not be less than 30% of the annual distributable profit realized in the last three years.
While implementing the above cash dividend distribution, the board of directors may propose a stock dividend distribution plan in combination with the factors such as the company’s business scale, stock price and capital stock scale, but shall not distribute stock dividends separately.
The above major investment plan or major cash expenditure refers to one of the following situations:
1) The company plans to invest abroad, acquire assets or purchase equipment within the next 12 months, and the cumulative expenditure reaches or exceeds 50% of the company’s latest audited net assets and exceeds 50 million yuan;
2) The company plans to invest abroad, acquire assets or purchase equipment within the next 12 months, and the cumulative expenditure reaches or exceeds 30% of the company’s latest audited total assets.
(3) 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. 4. Specific planning and arrangement of profit distribution in each period
(1) The company shall maintain the stability and continuity of the profit distribution policy, and the board of directors shall formulate the corresponding profit distribution plan and dividend return plan for the profit distribution. If the company makes profits in the current year but the board of directors fails to make a cash profit distribution plan in the periodic report, the company will disclose the reasons in the periodic report, and the independent directors will express independent opinions on it;
(2) If the profit distribution policy needs to be adjusted due to major changes in the company’s external business environment or its own business conditions, the board of directors of the company shall take the protection of shareholders’ rights and interests as the starting point, demonstrate and explain the reasons for the adjustment of profit distribution policy in detail in the proposal of the general meeting of shareholders, and strictly implement the following decision-making procedures:
1) The board of directors of the company shall formulate the adjustment plan of profit distribution plan, fully demonstrate the reasons why the company cannot pay cash dividends due to changes in the external business environment or its own business conditions, explain the purpose of profit retention, and formulate practical business plans to improve the profitability of the company. The board of directors of the company shall, according to the actual situation, When the company’s profits become stronger, implement the company’s compensation plan for cash dividends in previous years to ensure that the company’s shareholders can continue to receive cash dividends. If the profit distribution adjustment plan is approved, it shall be adopted by more than half of the directors present at the board of directors and form a resolution.
2) The independent directors of the company shall express clear opinions on the adjustment plan of profit distribution plan. If they agree to the profit distribution adjustment plan, it shall be approved by more than half of all independent directors. If they disagree with the profit distribution proposal, the independent directors shall put forward the facts and reasons for their disagreement, require the board of directors to re formulate the profit distribution adjustment plan, and may propose to convene the general meeting of shareholders if necessary.
3) The board of supervisors shall put forward clear opinions on the adjustment plan of profit distribution plan, taking into account the opinions of external supervisors (if any). If the board of supervisors agrees to the profit distribution adjustment plan, it shall be approved by more than half of the supervisors present at the board of supervisors and form a resolution. If it disagrees with the profit distribution adjustment plan, the board of supervisors shall put forward the facts and reasons for its disagreement, It is also suggested that the board of directors reformulate the profit distribution adjustment plan, and may propose to convene the general meeting of shareholders if necessary. 4) The proposal of the adjustment plan of profit distribution plan formulated by the board of directors of the company can be submitted to the general meeting of shareholders for deliberation after passing the above decision-making procedures. The proposal of the general meeting of shareholders shall demonstrate and explain the reasons in detail. The company shall provide voting methods such as Internet to facilitate the participation of public shareholders in voting.
The general meeting of shareholders shall discuss and vote on the adjustment plan of profit distribution plan, and the proposal of the adjustment plan of profit distribution plan shall be passed by more than 2 / 3 of the voting rights held by the shareholders (including shareholders’ agents) attending the general meeting of shareholders. The adjustment plan of profit distribution plan made by the general meeting of shareholders shall be timely disclosed to the public through the information disclosure media designated in the articles of association. The adjusted profit distribution policy shall take the protection of shareholders’ rights and interests as the starting point and shall not violate the relevant provisions of the CSRC and the stock exchange.
5. Period interval of cash dividend
In principle, the company will pay cash dividends once a year. The board of directors of the company can propose the company to pay Interim Cash Dividends according to the company’s profitability and capital demand.
6. Conditions for issuing stock dividends
According to the performance growth, cumulative distributable profits and cash flow, the company can distribute profits by means of stock dividend on the premise of ensuring the minimum cash dividend ratio and the reasonable scale of the company’s share capital. 7. Implementation of profit distribution policy
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 from the date of the resolution of the general meeting of shareholders. (II) actual dividends of the company in the last three years
The cash dividends of the company in 2018, 2019 and 2020 are as follows:
Unit: 10000 yuan
The ratio of the net profit attributable to the amount of cash dividends (including tax) attributable to the ordinary shares of the listed company in the consolidated statement of the dividend year to the net profit of the ordinary shares of the listed company in the consolidated statement of the dividend year
2020943.81606056 15.57%
2019589.38278446 21.17%
20181152.52541558 21.28%
The accumulated cash dividend amount in the last three years is 268571
The average annual distributable profit of the consolidated statements realized in the last three years is 475353
