Stock abbreviation: Hangzhou Juheshun New Material Co.Ltd(605166) Stock Code: Hangzhou Juheshun New Material Co.Ltd(605166) Hangzhou Juheshun New Material Co.Ltd(605166)
(No. 389, Weishi Road, Qiantang new area, Hangzhou, Zhejiang)
Sponsor of prospectus for public issuance of A-share convertible corporate bonds (lead underwriter)
(address: No. 618, Shangcheng Road, China (Shanghai) pilot Free Trade Zone)
March, 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 accounting, the person in charge of accounting and the person in charge of the financial report of the company.
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
When evaluating the convertible corporate bonds issued by the company this time, investors should pay special attention to the following major matters and carefully read the chapter on risk factors in this prospectus. 1、 Notes on the issuance of convertible bonds meeting the issuance conditions
In accordance with the company law of the people's Republic of China, the securities law of the people's Republic of China, the measures for the administration of securities issuance of listed companies, the measures for the administration of convertible corporate bonds and other relevant laws, regulations and normative documents, the company has carefully examined the qualifications and conditions for applying for public issuance of convertible corporate bonds, We believe that the company meets the qualifications and conditions for the public issuance of convertible corporate bonds. 2、 On the credit rating of convertible corporate bonds issued this time
The convertible corporate bonds are rated by China Securities PENGYUAN credit evaluation Co., Ltd. (hereinafter referred to as "China Securities PENGYUAN"), and the credit rating of Hangzhou Juheshun New Material Co.Ltd(605166) convertible corporate bonds issued by China Securities PENGYUAN is AA -, The credit rating of convertible corporate bonds is AA - and the rating outlook is stable. During the validity period of the credit rating of this rating (until the agreed repayment date of the principal and interest of this bond), CSI PENGYUAN will conduct tracking rating at least once a year. If the credit rating of the convertible bonds is lowered 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 have a certain impact on the interests of investors. 3、 Guarantee matters of convertible bonds issued by the company this time
The issuance of convertible corporate bonds is guaranteed by share pledge. The actual controller of the company, Fu Changbao, the main shareholders, Wenzhou Yongchang Holding Co., Ltd. and Wenzhou Yongchang Trading Co., Ltd., and the shareholders Wan Hong, Jin Jianling and Wang Weirong pledge some of their legally owned corporate shares as pledged assets, For details, see "II, (II), 18. Guarantees" in "section II overview of this offering" of this prospectus. 4、 Current profit distribution policy of the company
According to the notice on further implementing matters related to cash dividends of listed companies (zjf [2012] No. 37), the guidelines for the supervision of listed companies No. 3 - cash dividends of listed companies (zjf announcement [2013] No. 43) and the relevant provisions of the articles of association of the China Securities Regulatory Commission, the company's current profit distribution policies are as follows:
“（1） Profit distribution principle: the company implements active profit distribution reform, pays attention to the reasonable investment return to investors, takes into account the sustainable development of the company, and maintains continuity and stability. The company may distribute profits by means of cash, stock or a combination of cash and stock. The profit distribution shall not exceed the scope of accumulated distributable profits and shall not damage the company's ability to continue operation.
(2) Factors to be considered for profit distribution: focusing on long-term and sustainable development, the company comprehensively analyzes the business development situation and business development objectives, shareholders' requirements and wishes, social capital cost, external financing environment and other factors; Fully consider the current and future profit scale, cash flow status, development stage, project investment capital demand, bank credit and debt financing; Establish a sustained, stable and scientific return mechanism for investors to maintain the continuity and stability of profit distribution policies.
(3) Form of profit distribution: the company can distribute dividends in cash, stock or a combination of cash and stock. In principle, the company shall distribute profits at least once a year. In profit distribution, cash dividend is better than stock dividend. If the conditions for cash dividend are met, cash dividend shall be used for profit distribution. The company can use stock dividend for profit distribution under the condition of reasonable capital stock scale and ownership structure and synchronous expansion of capital stock and performance growth. The board of directors of the company may propose the company to make interim cash or dividend distribution according to the company's profit and capital needs.
(4) Conditions and proportion of cash dividends of the company:
When the net profit realized by the company in the current year is positive and the accumulated undistributed profit of the company is positive, the company shall pay cash dividends. The profit distributed by the company in cash every year shall not be less than 15% of the distributable profit realized in the current year. If there is a combination of cash and shares to distribute profits, The proportion of cash dividends in this profit distribution shall be at least 20%.
The board of directors of the company shall comprehensively consider the characteristics of the company's industry, development stage, its own business model, profitability and whether there are major capital expenditure arrangements, and formulate 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 at least reach 80%;
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.
The above major capital expenditure arrangements refer to 1) the cumulative expenditure of the company's proposed foreign investment, acquisition of assets or purchase of equipment in the next 12 months reaches or exceeds 50% of the company's latest audited net assets and exceeds 50 million yuan; 2) In the next 12 months, the company plans to invest abroad, acquire assets or purchase equipment, and the cumulative expenditure reaches or exceeds 30% of the company's latest audited total assets.
(5) Conditions and proportion of the company's distribution of stock dividends and profits: if the company's performance grows rapidly and the board of Directors considers that the company's stock price does not match the size of the company's share capital, it can put forward and implement the stock dividend distribution plan while meeting the above cash dividend distribution. When formulating the specific proportion of profit distribution by shares, the board of directors of the company shall fully consider whether the total share capital after profit distribution by shares is compatible with the company's recent business scale and profit growth rate, and consider the impact on the future debt financing cost, so as to ensure that the profit distribution plan is in line with the overall interests of all shareholders.
(6) If the board of directors of the company has not made a profit distribution plan for cash, it shall disclose the reasons in the periodic report, and the independent directors shall express independent opinions on it;
(7) If a shareholder occupies the company's funds in violation of regulations, the company shall deduct the cash dividend distributed by the shareholder in order to repay the funds occupied;
(8) The company shall disclose in detail the formulation and implementation of the cash dividend policy in the annual report; If the cash dividend policy is adjusted or changed, it shall also specify whether the conditions and procedures for adjustment or change are compliant and transparent. " 5、 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
Proportion of net profit attributable to the parent company under the consolidated statement of cash dividend amount in dividend year
2018 - 961802-
20191419.961 Everjoy Health Group Co.Ltd(002162) 14.17%
20203155.471158357 27.24%
Total accumulated cash dividends in the last three years: 457543
The average annual net profit of the last three years is 1040774
The cumulative cash dividends in the last three years accounted for 43.96% of the average annual net profit in the last three years
6、 Related risks of the company
The company reminds investors to carefully read the full text of "section III Risk Factors" in this prospectus and pay special attention to the following risks: (I) the risk of cyclical fluctuations in the industry
The company's industry is polyamide 6 chip (commonly known as nylon 6 chip) industry, which is characterized by cyclical fluctuations in the industry. The periodicity of the industry is mainly affected by two factors: one is the industry capacity, and the other is the price of raw material caprolactam. Specifically, if the growth of industrial capacity is greater than the growth of downstream market demand, there will be oversupply, the prosperity of the industry will decline, and the demand for enterprise capacity expansion will slow down. With the growth of downstream demand, the industrial capacity will gradually balance until shortage, and then enter a new business cycle. In addition, the raw material cost of polyamide 6 chips accounts for a large proportion. The price fluctuation of caprolactam directly affects the selling price of polyamide 6 chips, and then affects the downstream demand. If the price of caprolactam is at a high level in the market, the downstream demand will be restrained and the prosperity of polyamide 6 chip industry will decline; If caprolactam is at a low market level, the downstream demand will rise and the prosperity of polyamide 6 chip industry will rise. Therefore, the prosperity of polyamide 6 chip industry depends on the superposition of the above two factors. The prosperity of the industry is relatively high due to low production capacity and low price of raw materials. The prosperity of the industry is relatively low due to high production capacity and high price of raw materials. If the industry cycle fluctuation leads to the decline of prosperity, it will affect the growth of the company's operating revenue and profit, and even lead to the year-on-year decrease of the company's profit in extreme cases. (II) risk of intensified industry competition
China's Polyamide 6 chip industry is fully competitive. In recent years, although some production capacity has withdrawn due to industry competition, technological change and other factors, leading enterprises in the industry have been expanding their production scale. With the deepening of industry competition, enterprises with industry popularity and corresponding R & D scale strength can establish their own competitive advantages, get rid of low-cost competition, realize differentiated competition strategy and finally obtain the ability of sustainable development.
In the future, if the company cannot continue to innovate in the functional characteristics of products, maintain high product quality and good market reputation, or the overall production capacity of the industry increases significantly, and the oversupply forms vicious competition, it will be difficult to maintain the steady growth of sales and the continuous improvement of market share, which will affect the operating performance of the company and even lead to the year-on-year decline of performance.
(III) risks of changes in import policies of downstream application export countries
The company's main products are widely used in clothing, automobile, electronics, film and other fields. Some application fields (such as clothing and other civil fiber fields) are greatly affected by the export market. For example, the change of import policy in the corresponding export country will lead to the demand fluctuation in the downstream market of the company, which will be transmitted to the polyamide 6 chip industry where the company is located, Have a negative impact on the company's performance. Due to the continuous Sino US trade frictions in 2019, some enterprises in the downstream sector have periodically reduced their export business expectations, adjusted their procurement and production plans, reduced the inventory level, and affected the prosperity of the whole industry to a certain extent. Although the company's products were in short supply and the market demand was large during the reporting period, and the company still maintained a capacity utilization rate of about 100% despite the continuous expansion of production capacity, the expected fluctuation of downstream demand caused by Sino US trade friction will have a negative impact on the unit gross profit of the company's products. If the trade frictions between China and the United States or between China and other countries increase or escalate, and are directly related to the export of the company's downstream products, it may have an adverse impact on the company's operating performance. (IV) risk of price fluctuation of raw materials
The main raw material required for the production of the company's products is caprolactam, which belongs to petrochemical or coal chemical derivatives. Its price is affected by national industrial policies, changes in market supply and demand, changes in oil prices and other factors. During the reporting period, caprolactam accounted for more than 95% of the company's total raw material procurement. The company's sales pricing is determined according to the principle of raw material price plus processing fee. To a certain extent, the price fluctuation of caprolactam raw materials can be transmitted to downstream customers through the change of the company's product sales price. Therefore, the small fluctuation of raw material price will not affect the company's normal production and operation. However, if the price of caprolactam fluctuates sharply in the short term, it may have a great impact on the gross profit margin of the company's products and the demand of downstream customers. Therefore, the sharp fluctuation of caprolactam price in the short term may further lead to the failure of the company's inventory management, procurement arrangement and product price adjustment to effectively reduce or digest the impact of raw material price fluctuation, which will have an adverse impact on the company's production, operation and performance and lead to the fluctuation of the company's profits. (V) risks caused by policy changes such as environmental protection supervision and energy control
Wastewater, waste gas and solid waste will be generated in the production process of the company. The operation of the company must comply with a number of environmental protection laws and regulations related to air, water quality, solid waste treatment and public health and safety, and accept the inspection of relevant national environmental protection departments. The company has followed the advanced environmental protection concept
