Stock abbreviation: Zhejiangtailin Bioengineering Co.Ltd(300813) Stock Code: 300813 Zhejiangtailin Bioengineering Co.Ltd(300813)
(No. 2930, South Ring Road, Binjiang District, Hangzhou)
Gem to unspecified objects
Prospectus for issuing convertible corporate bonds
Sponsor (lead underwriter)
(floors 10-19, South Tower, energy building, No. 2026, Jintian Road, Futian street, Futian District, Shenzhen) December, 2001
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 accounting institutions shall ensure that the financial and accounting data in the prospectus are true and complete.
Any decision or opinion made by China Securities Regulatory Commission and Shenzhen Stock 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 securities prices after securities are issued according to law.
Tips on major events
The company specially reminds investors to pay attention to the following major matters or risk factors, and carefully read the relevant chapters of this 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 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 statutory issuance conditions. II. Credit rating of the company’s issuance of convertible bonds
The convertible bond is rated by CSI PENGYUAN credit evaluation Co., Ltd. according to the credit rating report issued by it, Zhejiangtailin Bioengineering Co.Ltd(300813) subject credit rating is a +, the convertible bond credit rating is a +, and the rating outlook is stable.
Within 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 this convertible bond is reduced due to external business environment, the company’s own situation or changes in rating standards, it will increase the investment risk of investors and have a certain impact on the interests of investors. III. profit distribution of the company Policies and cash dividends
(i) Company profit distribution policy
According to 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 (announcement of China Securities Regulatory Commission [2013]) of China Securities Regulatory Commission On the basis of fully listening to and soliciting the opinions of shareholders and independent directors, the company revised the articles of association, and the articles of Association (Draft) applicable after listing was deliberated and adopted by the 12th board of directors of the first board of directors in 2016. The above relevant proposals have been deliberated and adopted at the third extraordinary general meeting in 2016.
According to the relevant provisions of the Zhejiangtailin Bioengineering Co.Ltd(300813) latest articles of association, the future profit distribution policy of the listed company is as follows: “Article 178 the company’s profit distribution policy is:
(i) Profit distribution principle: the company implements a sustained and stable profit distribution policy. The company’s profit distribution policy should pay attention to the reasonable return to investors and take into account the sustainable development of the company.
（2） Form and interval of profit distribution: the company distributes dividends in cash, stock or combination of cash and stock or other methods permitted by law. Under the conditions of cash dividend, the company shall give priority to cash dividend for profit distribution. Generally, the company distributes profits once a year, but if conditions permit, the company can Interim Cash dividends shall be paid according to the current operating profit and cash flow. （3） Conditions and minimum proportion of cash dividends: in compliance with the company law In case of profit distribution conditions stipulated by laws and regulations, the annual profit distributed by the company in cash shall not be less than 20% of the distributable profit realized in the current year. The board of directors will determine the specific proportion of cash dividends in the current year according to the specific situation of the company’s operation in the current year and the needs of normal operation and development in the future. If the company is profitable in the current year, but the board of directors has not made a cash profit distribution plan or the cash dividend proportion in the profit distribution plan is lower than the above proportion, the corresponding procedures and disclosure obligations shall be performed in accordance with the provisions of item (6) of this article.
（4） Differentiated cash dividend policy: 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 policy 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 at least reach 40%;
3. If the development stage of the company is in the growth period and there are major capital expenditure arrangements, the proportion of cash dividends in this profit distribution shall at least reach 20%.
If the development stage of the company is difficult to distinguish, but there are major capital expenditure arrangements, it may be handled in accordance with the provisions of the preceding paragraph. The “major investment plan” or “major cash expenditure” mentioned above refers to that the cumulative expenditure of the company’s planned foreign investment, acquisition of assets or purchase of equipment in the next 12 months reaches or exceeds 30% of the company’s latest audited net assets and exceeds 50 million yuan.
（5） Conditions for issuing stock dividends: if the company’s operating income increases 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. On the premise of ensuring full cash dividend distribution, the company can increase the stock dividend distribution, which shall be decided by the directors of the company The company will formulate a stock dividend distribution plan according to the actual situation of the company. （6） Decision making mechanism and procedures for profit distribution: after the end of each fiscal year within the planning period, when the company formulates the annual profit distribution plan, it shall be approved by more than half of all directors and voted by more than 1 / 2 of independent directors, and the independent directors can submit it to the general meeting of shareholders for deliberation. Before the general meeting of shareholders deliberates the above profit distribution plan, The company shall actively communicate and exchange with shareholders, especially minority shareholders, through various channels, and fully listen to the opinions and demands of minority shareholders.
The specific profit distribution plan submitted by the board of directors to the general meeting of shareholders shall be adopted by more than half of all directors of the board of directors and more than half of all independent directors. Independent directors shall express independent opinions on the specific profit distribution plan.
The board of supervisors shall review the specific profit distribution plan proposed by the board of directors and adopt it by more than half of all supervisors of the board of supervisors.
When the general meeting of shareholders deliberates on the specific scheme of cash dividends, 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.
The company made profits in the current year, but the board of directors did not make a profit distribution plan, Or the proportion of cash dividends in the profit distribution plan is lower than that in clause of this article （3） The proportion specified in item shall be disclosed in the periodic report, and the reasons and the purpose of the funds not used for distribution shall be submitted to the board of directors for deliberation only after being approved by the independent directors. The independent directors and the board of supervisors shall express their opinions. After being reviewed and approved by the board of directors and the board of supervisors, it shall be submitted to the general meeting of shareholders for deliberation and approval. During the deliberation of the general meeting of shareholders, an online voting system shall be provided for voting and attended by the shareholders The meeting was adopted by shareholders holding more than two-thirds of the voting rights.
（7） Decision making mechanism and procedures for adjusting the profit distribution policy: if the company really needs to adjust the profit distribution policy according to the industry regulatory policy, its own business situation, investment planning and long-term development needs, or according to the major changes in the external business environment, the adjusted profit distribution policy shall not violate the relevant provisions of the CSRC and the stock exchange The proposal on the profit distribution policy shall be formulated by the board of directors in accordance with the company’s operating conditions and the relevant provisions of the CSRC. The independent directors and the board of supervisors shall express independent opinions, which shall be submitted to the general meeting of shareholders for deliberation and decision after being deliberated and approved by the board of directors and the board of supervisors. During the deliberation of the general meeting of shareholders, an online voting system shall be provided for voting, And approved by more than two-thirds of the voting rights held by the shareholders attending the meeting.
（8） If a shareholder illegally occupies the company’s funds, the company shall deduct the cash dividend distributed by the shareholder to repay the funds occupied. ”
（2） Corporate shareholder return planning
In order to improve and improve the scientific, sustainable and stable dividend decision-making and supervision mechanism, actively repay shareholders and guide investors to establish the concept of long-term investment and rational investment, the company has revised the existing distribution policies and decision-making procedures in accordance with the guidelines for the supervision of listed companies No. 3 – cash dividends of listed companies and the articles of Association issued by the China Securities Regulatory Commission, And formulated the three-year dividend return plan after Zhejiangtailin Bioengineering Co.Ltd(300813) listing. In May 2016, the proposal on the three-year dividend return plan after Zhejiangtailin Bioengineering Co.Ltd(300813) listing was deliberated and approved at the 12th meeting of the first board of directors of the company, which was deliberated and approved at the third extraordinary general meeting of shareholders in 2016. The specific shareholder return plan for the three years after the listing of the company (i.e. 2020-2022) is as follows:
“Three years after listing is an important period for the company to realize its development strategy. The sustainable development of the company needs the strong support of shareholders. Therefore, the company will pay attention to the return to shareholders while paying attention to its own development. Three years after listing (including the year of listing), it will continue to expand the production scale of existing advantageous products, strengthen the research and development of new products, and actively seek industrial M & A opportunities. The board of Directors believes that the development stage of the company in the three years after listing is a growth period, and the company plans to distribute cash dividends to shareholders every year, which is no less than 20% of the distributable profits realized in that year.
If the company’s operating income 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 propose and implement a stock dividend distribution plan while meeting the above cash dividend distribution. On the premise of ensuring full cash dividend distribution, the company can increase stock dividend distribution, and the board of directors of the company shall formulate a stock dividend distribution plan according to the actual situation of the company.
After the end of each fiscal year within the planning period, the annual profit distribution plan of the company shall be approved by more than half of all directors and voted by more than 1 / 2 of independent directors before being submitted to the general meeting of shareholders for deliberation. Before the general meeting of shareholders deliberates the above profit distribution plan, the company shall actively communicate and exchange with shareholders, especially minority shareholders, through various channels, and fully listen to the opinions and demands of minority shareholders.
Three years after listing, the company will mainly adopt the dividend distribution policy of cash dividend, and the undistributed profits of the company will be mainly used to supplement the increased working capital required for the expansion of the company’s production and operation scale. ”
（3） Cash dividends of the company in recent three years
1. Cash dividends of the company in recent three years
According to the company’s 2019 profit distribution plan approved by the company’s 2019 annual general meeting: Based on the company’s total share capital of 51970000.00, it is proposed to distribute 6.00 yuan (including tax) cash dividend for every 10 shares. The distribution plan has distributed 31182000.00 yuan in total and has been implemented.
According to the company’s 2020 profit distribution plan approved at the company’s 2020 annual general meeting: Based on the company’s total share capital of 51970000.00, it is proposed to distribute 2.00 yuan (including tax) cash dividend for every 10 shares. The distribution plan has distributed 10394000.00 yuan in total and has been implemented.
2. Amount and proportion of cash dividends of the company in recent three years
The cash dividends of the company in the last three years (2018-2020) are as follows:
Unit: 10000 yuan
Amount of cash dividend in dividend year ratio of net profit attributable to shareholders of listed company (including tax) in consolidated statement of dividend year to net profit attributable to shareholders of listed company in consolidated statement
2018 -4821.46-
2019 3118.203440.6490 63%
1039.404838.5621 in 2020 48%
Total 4157.6013100.6631 74%
The cumulative cash dividend amount in the last three years accounts for 95.21% of the average annual net profit in the last three years
Note: the company has been listed on Shenzhen Stock Exchange since January 2020, and has made cash distribution for 2019 annual profit in 2020; The 2020 dividend plan has been deliberated and approved by the 2020 general meeting of shareholders and has been implemented.
3. Use arrangement of undistributed profits of the company in recent three years
Achieved by the company from 2018 to 2020
