Stock Code: 603055 stock abbreviation: Zhe Jiang Taihua New Material Co.Ltd(603055) listing place: Shanghai Stock Exchange Zhe Jiang Taihua New Material Co.Ltd(603055)
ZHE JIANG TAIHUA NEW MATERIAL CO., LTD.
(Wangdian Town Industrial Park, Xiuzhou District, Jiaxing City, Zhejiang Province)
Public issuance of convertible corporate bonds
Summary of prospectus
Sponsor (lead underwriter)
North block, excellence Times Plaza (phase II), No. 8, Zhongxin Third Road, Futian District, Shenzhen
Statement
All directors, supervisors and senior managers of the company promise that there are no false records, misleading statements or major omissions in this prospectus and its abstract, and ensure that the information disclosed is true, accurate and complete. The person in charge of the company, the person in charge of accounting and the person in charge of the accounting organization (Accounting Supervisor) ensure that the financial and accounting reports in this 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 they have made 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.
Investors shall carefully read the information publicly disclosed by the issuer, independently judge the investment value of the enterprise and make investment decisions. If there is any doubt about this prospectus and its abstract, they shall consult their own stockbrokers, lawyers, accountants or other professional consultants.
Tips on major events
The company specially reminds investors to pay attention to the following major matters and risks, and carefully read the full text of the chapter "risk factors".
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 by 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 all the qualifications and conditions for the public issuance of convertible corporate bonds.
2、 About the credit rating of convertible corporate bonds issued by the company this time
The convertible corporate bonds are rated by united credit rating Co., Ltd. according to the credit rating report on Zhe Jiang Taihua New Material Co.Ltd(603055) public issuance of convertible corporate bonds (United [2021] No. 875 issued by it, Zhe Jiang Taihua New Material Co.Ltd(603055) subject credit rating is AA, the credit rating of convertible corporate bonds is AA, and the rating outlook is stable.
After the initial rating, the rating agency will carry out regular and irregular follow-up rating on the evaluated objects during the existence of the evaluated bonds. If the credit rating of the current convertible bonds is reduced due to 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、 The company does not provide guarantee for the issuance of convertible corporate 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 RMB 1.5 billion at the end of the most recent period". As of December 31, 2020, the audited net assets attributable to the shareholders of the parent company were 3.003 billion yuan, which met the conditions without guarantee. Therefore, the convertible bonds issued this time were not guaranteed.
4、 Dividend distribution policies and decision-making procedures of the company
(i) Current profit distribution policy of the company
According to Article 157 of the articles of association, the company's profit distribution policy is as follows:
"(I) basic principles of profit distribution:
1. The company implements a continuous and stable profit distribution policy. The company's profit distribution should pay attention to the reasonable investment return to investors and give consideration to the sustainable development of the company;
The company will strictly implement the cash dividend policy determined in the articles of association and the specific cash dividend plan approved by the general meeting of shareholders. If the profit distribution policy, especially the cash dividend policy, needs to be adjusted due to major changes in the external business environment or their own business conditions, it shall be demonstrated and explained in detail in the proposal of the general meeting of shareholders based on the protection of shareholders' rights and interests; The adjusted profit distribution policy shall not violate the relevant provisions of the CSRC and the stock exchange; The proposal on adjusting the profit distribution policy shall be submitted to the general meeting of shareholders for approval after being deliberated and approved by the board of directors and the board of supervisors. The independent directors shall express independent opinions on the proposal. When the general meeting of shareholders deliberates the proposal, it shall be passed by more than 2 / 3 of the voting rights held by the shareholders attending the general meeting of shareholders. During the deliberation of the general meeting of shareholders, 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.
2. The company gives priority to the profit distribution mode of cash dividend.
（2） The specific profit distribution policies of the company are as follows:
1. Form of profit distribution: the company distributes dividends in cash, stock or a combination of cash and stock. If conditions permit, the company can make interim profit distribution.
2. Specific conditions and proportion of cash dividends of the company:
If there is no major investment plan or major cash expenditure, the company will distribute dividends in cash when the profit of the current year is positive and the accumulated undistributed profit is positive. The profit distributed in cash every year shall not be less than 10% of the distributable profit realized in the current year. The accumulated profits distributed by the company in cash in the last three years shall not be less than 30% of the annual distributable profits realized in the last three years.
Major investment plan or major cash expenditure means that the cumulative expenditure of the company's proposed foreign investment, asset purchase and other transactions in the next 12 months reaches or exceeds 50% of the company's latest audited net assets and exceeds 50 million yuan.
Major investment plans or major cash expenditures shall be approved by the board of directors and submitted to the general meeting of shareholders for deliberation and approval.
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 at least reach 40%;
(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 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.
（3） Specific conditions for the company to issue stock dividends:
When the company is in good operation, the board of Directors considers that the stock price of the company does not match the size of the company's share capital, and the distribution of stock dividends is conducive to the overall interests of all shareholders of the company, it can put forward a stock dividend distribution plan under the condition of meeting the above cash dividends.
（4） Review procedures of the company's profit distribution plan:
The company's profit distribution plan shall be proposed by the board of directors, but the opinions of the independent directors and the board of supervisors shall be solicited in advance. The independent directors shall express independent opinions on the profit distribution plan, and the board of supervisors shall put forward review opinions on the profit distribution plan. The profit distribution plan shall be reviewed and approved by more than half of the independent directors and the board of supervisors, and submitted to the general meeting of shareholders for deliberation after being reviewed and approved by the board of directors. The board of directors, the board of supervisors and the general meeting of shareholders shall give full consideration to the opinions of independent directors, external supervisors and public investors in the decision-making and demonstration of profit distribution policies.
（5） Implementation of the company's profit distribution plan:
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.
（6） Changes in the company's profit distribution policy:
In case of force majeure such as war and natural disasters, or changes in the company's external business environment that have a significant impact on the company's production and operation, or major changes in the company's own business conditions, the company may adjust its profit distribution policy, and the adjusted profit distribution policy shall not violate the relevant provisions of the CSRC and the stock exchange.
The board of directors shall make a special discussion on the adjustment of the company's profit distribution policy, demonstrate the reasons for the adjustment in detail, form a written demonstration report, and submit it to the general meeting of shareholders for special resolution after deliberation by independent directors. When considering the change of profit distribution policy, the company provides shareholders with online voting. "
（2） Profit distribution of the company in recent three years
The company's shares have been listed and traded on Shanghai Stock Exchange since September 21, 2017. The profit distribution of the company in 2018, 2019 and 2020 is as follows:
Dividend implementation dividend implementation plan cash dividend amount (tax included)
On April 22, 2019, the company held the 2018 shareholders' meeting
At the meeting, the 2018 profit distribution plan was reviewed and approved, and the decision was made
In 2019 and 2018, based on the company's total share capital of 547.6 million shares at the end of 2018, a cash dividend of RMB 109.52 million will be distributed to all shareholders for every 10 shares
(including tax); increase every 10 shares to all shareholders with capital reserve
4 shares, converted into 219040000 shares.
On May 18, 2020, the company held the 2019 shareholders' meeting
At the meeting, the 2019 profit distribution plan was considered and adopted, and the decision was made
Based on the company's total share capital of 766641971 shares at the end of 2019
A cash dividend of RMB 0.80 per 10 shares shall be distributed to all shareholders
In 2020 and 2019 (including tax), if the total share capital of the company changes from the date of announcement disclosure to the date of equity distribution of RMB 61.3315 million, the company will
It is proposed to keep the distribution proportion unchanged and adjust the total distribution accordingly; two thousand and twenty
On June 22, 2003, the company's total share capital before implementation according to
766643573 shares as the base, with a cash dividend of 0.8 per 10 shares
Yuan (including tax), with a total cash dividend of 61.3315 million yuan.
On April 16, 2021, the company held the 2020 shareholders' meeting
At the meeting, the 2020 profit distribution plan was deliberated and adopted, and it is proposed to
All shareholders shall pay a cash dividend of 0.5 yuan (including tax) for every 10 shares,
No bonus shares will be distributed from 2021 to 2020, and no capital reserve will be converted into share capital. As of December 31, 2020, the total share capital of the company was 832044654
After deducting the number of shares in the special repurchase account, it is 824751466
Shares, calculated on the basis of deducting the balance of shares in the special repurchase account, it is proposed to
A cash dividend of 41.2376 million yuan (including tax) was distributed.
The accumulated profits distributed by the company in cash in the last three years amounted to RMB 212.0891 million, accounting for 96.37% of the annual net profit of RMB 22.0797 million attributable to the shareholders of the parent company in the consolidated statements of the last three years. The specific dividend implementation is as follows:
Unit: 10000 yuan
Project 2020 2019 2018
The net profit attributable to the shareholders of the parent company in the consolidated statements is 11974.0819589.4434460.38
Cash dividend (tax included) 4123.766133.1510952.00
Project 2020 2019 2018
Cash Dividends account for 34.44% 31.31% 31.78% of the net profit attributable to shareholders of the parent company in the consolidated statements
Total accumulated cash dividends in recent three years
