Stock abbreviation: Shenzhen Sosen Electronics Co.Ltd(301002) Stock Code: Shenzhen Sosen Electronics Co.Ltd(301002) Shenzhen Sosen Electronics Co.Ltd(301002)
Shenzhen Sosen Electronics Co.,Ltd.
(factory building A3, Gonghe fourth industrial zone, Shajing street, Bao'an District, Shenzhen)
Issue convertible corporate bonds to unspecified objects
Prospectus
(Revised Version)
Sponsor (lead underwriter) and trustee
(28th floor, No. 1198, Century Avenue, China (Shanghai) pilot Free Trade Zone)
March, 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 company, 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
The company specially reminds investors to pay full 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
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
The company's issuance of convertible corporate bonds to unspecified objects has been rated by Dongfang Jincheng. According to the credit rating report of Shenzhen Sosen Electronics Co.Ltd(301002) issuing convertible corporate bonds to unspecified objects issued by Dongfang Jincheng, the credit rating of convertible corporate bonds this time is AA - Shenzhen Sosen Electronics Co.Ltd(301002) subject's credit rating is AA - and the rating outlook is stable. During the duration of the bonds, Dongfang Jincheng will conduct regular or irregular follow-up rating on the credit status of the bonds and issue a follow-up rating report. Regular follow-up rating shall be conducted at least once a year during the duration of the bond.
During the duration of the bonds, if the company's operating environment or its own operating conditions change significantly, it may lead to adverse changes in the company's credit rating and the current bond rating, which will adversely affect the interests of the current bond investors. 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. 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
In accordance with the relevant requirements of the notice on further implementing matters related to cash dividends of listed companies (zjf [2012] No. 37) and the regulatory guidelines for 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 from 301 Xinjiang Goldwind Science And Technology Co.Ltd(002202) 2 to 2024, 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 company attaches importance to the reasonable return on investment to investors, implements active profit distribution policies according to its own financial structure, profitability and future investment and financing development plans, and maintains the sustainability and stability of profit distribution policies; The board of directors, the board of supervisors and the general meeting of shareholders shall fully consider the opinions of independent directors, supervisors and public investors in the decision-making and demonstration of profit distribution policies. The company's profit distribution shall not exceed the scope of accumulated distributable profits and shall not damage the company's sustainable operation ability.
2. Method of profit distribution
The company may distribute dividends in cash, stock, a combination of cash and stock, or other ways permitted by law. Cash is preferred over stock. Those qualified for cash dividends shall give priority to cash dividends for profit distribution.
3. Conditions for profit distribution
The company made profits in the previous year, and the accumulated distributable profits were positive. The audit institution issued a standard unqualified audit report on the company's financial report in the previous year, and there were no major investment plans or major cash expenditures (except for the expenditures of raised funds).
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.
According to the relevant provisions of the articles of association on the functions and powers of the board of directors and the general meeting of shareholders, the above major investment plans or major cash expenditures must be approved by the board of directors and submitted to the general meeting of shareholders for deliberation and approval before implementation.
4. Term interval of profit distribution
The company shall make annual profit distribution every year under the conditions of profit distribution specified in the articles of association. The board of directors of the company may propose interim profit distribution to the general meeting of shareholders after considering the company's operation, capital status, profitability and other factors.
5. Applicable conditions and proportion of profit distribution mode
(1) Conditions and proportion of cash dividends
Unless the conditions for profit distribution are not met, the company shall distribute profits in cash at least once a year. The accumulated profits distributed by the company in cash every three years shall not be less than 30% of the annual distributable profits realized in three years. If the above proportion cannot be reached due to special reasons, the board of directors shall make a special explanation to the general meeting of shareholders. On the basis of meeting the above conditions and proportion of cash dividends, the board of directors 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 meet the capital requirements of the company's normal production and operation, Put forward the implementation of differentiated cash dividend policy: 1) if the development stage of the company is mature and there is no major investment plan or major cash expenditure, the proportion of cash dividend in this profit distribution should reach 80% at least;
2) If the development stage of the company is mature and there are major investment plans or major cash expenditures, when making profit distribution, 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 investment plans or major cash expenditures, 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 is a major investment plan or major cash expenditure, it can be handled in accordance with the provisions of the preceding paragraph.
(2) Conditions for stock dividends
If the profit distributed in cash in the current year has exceeded 15% of the distributable profit realized in the current year, or the profit to be distributed in cash in the profit distribution plan exceeds 10% of the distributable profit realized in the current year, for the part exceeding 10% of the distributable profit realized in the current year, the company shall, according to the profit and cash flow situation, In order to meet the needs of share capital expansion or reasonably adjust the scale of share capital and ownership structure, share dividends can be distributed.
6. Decision making procedure of profit distribution
(1) Before the publication of the periodic report, the board of directors of the company shall analyze in detail and give full consideration to the actual operation of the company, as well as the social financing environment, social financing costs, cash flow status of the company, capital expenditure plan and other relevant factors that have a significant impact on the income and expenditure of the company's funds, and formulate a specific dividend plan reasonably and scientifically on this basis. Independent directors shall express clear opinions when formulating the cash dividend plan.
(2) Independent directors can solicit the opinions of minority shareholders, put forward dividend proposals and directly submit them to the board of directors for deliberation.
(3) The dividend plan shall be submitted to the general meeting of shareholders for deliberation and approval. When holding the general meeting of shareholders involving profit distribution, the company shall provide convenience for minority shareholders to participate in the general meeting of shareholders and vote in accordance with the provisions of the company law, the articles of association and other normative documents; When convening the general meeting of shareholders, the minority shareholders shall be guaranteed to have full opportunities to express their opinions on the issue of profit distribution. The directors and senior managers of the company shall give full explanations and explanations to the questions of minority shareholders on profit distribution.
When the company does not pay cash dividends due to special circumstances, the company shall disclose the reasons for not paying cash dividends or cash distribution lower than the specified proportion in the resolution announcement of the board of directors and the annual report, as well as the exact purpose of the company's retained earnings and expected investment income, and submit them to the general meeting of shareholders for deliberation after the opinions of independent directors.
(4) The board of directors and the general meeting of shareholders shall fully consider the opinions of independent directors and public investors in the process of relevant decision-making and demonstration. The company will listen to and accept the suggestions and supervision of public investors on profit distribution through various channels (telephone, fax, e-mail, investor relations interactive platform, etc.).
7. Adjustment of profit distribution policy
The company's adjustment or change of the profit distribution policy stipulated in the articles of association shall meet the following conditions:
(1) The existing profit distribution policy does not meet the requirements of the company's external business environment or its own business conditions; (2) The adjusted profit distribution policy shall not violate the relevant provisions of the CSRC and the stock exchange; (3) Other circumstances under which it is necessary to adjust or change the profit distribution policy stipulated in the articles of association in accordance with laws, regulations and normative documents issued by the CSRC or the stock exchange.
The adjustment of profit distribution policy shall be submitted to the general meeting of shareholders for deliberation after being reviewed and approved by the board of directors, and shall be approved by more than 2 / 3 of the voting rights held by the shareholders attending the general meeting of shareholders.
8. Disclosure of profit distribution policy
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 resolution requirements of the general meeting of shareholders;
(2) Whether the dividend standard and proportion are 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.
9. Formulation procedure of the company's future dividend distribution plan
The company shall review the company's future dividend return plan at least every three years. The company formulates the future dividend distribution plan, which shall be submitted to the board of directors for deliberation after being approved by more than half of the independent directors, and submitted to the general meeting of shareholders for approval after being reviewed and approved by the board of supervisors. (II) actual dividends of the company in the last three years
The cash dividends of the company in recent three years are as follows:
Unit: 10000 yuan
The proportion of net profit attributable to the amount of cash dividends (including tax) belonging to the common shares of Listed Companies in the consolidated statement of dividend year to the net profit of the common shares of Listed Companies in the consolidated statement of dividend year
20201181500994905 118.75%
20192835.60838895 33.80%
20182695.62500630 53.84%
Accumulated cash dividends in the last three years: 1734562
The average annual distributable profit of the consolidated statements realized in the last three years is 778143
The proportion of the company's accumulated cash dividends in the last three years to the average annual net profit attributable to 222.91% of the shareholders of the listed company in the consolidated statements of the last three years
Note: the company's shares were listed on the gem of Shenzhen Stock Exchange in June 2021, and the dividend policy stipulated in the current articles of association will be implemented after the company is listed.
The cash dividends of the company in the last three years comply with the provisions of the articles of association and profit distribution policies, and have fulfilled the necessary legal decision-making procedures. For details of the company's profit distribution in the last three years, please refer to "(II) actual dividends of the company in the last three years" of "XII. Dividends during the reporting period" in "section IV basic information of the issuer" of this prospectus.
5、 The company specially reminds investors to carefully read the full text of "risk factors" in this prospectus and pay special attention to the following risks
(I) risk of the issuer's operating performance
1. Growth risk
During the reporting period, the company achieved an operating income of 4388241 million yuan, 5677085 million yuan and 6
