Tianma Microelectronics Co.Ltd(000050)
(address: Tianma Building, Liuxian Avenue, Beizhan community, Minzhi street, Longhua District, Shenzhen)
Prospectus for public issuance of corporate bonds (phase II) to professional investors in 2022
Amount of bonds issued: no more than RMB 1.5 billion (inclusive)
Guarantee: the bonds are unsecured
Credit rating results: the main body is rated AAA, and the current bond is rated AAA
Issuer: Tianma Microelectronics Co.Ltd(000050)
Lead underwriter: Citic Securities Company Limited(600030) , Guotai Junan Securities Co.Ltd(601211) , China Galaxy Securities Co., Ltd
Trustee: Citic Securities Company Limited(600030)
Credit rating agency: zhongchengxin international credit rating Co., Ltd
Lead underwriter / trustee / Bookrunner
(address: North block of excellence Times Square (phase II), No. 8, Zhongxin Third Road, Futian District, Shenzhen, Guangdong Province)
Co lead underwriter
(address: China (Shanghai) free trade test (address: 101, floors 7-18, building 618, Shangcheng Road, No. 1, yard 8, Xiying street, Fengtai District, Beijing)
Signed on:
Statement
This prospectus and its abstract are 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 corporate bond issuance and trading, the business guide for the review of corporate bond issuance and listing of Shenzhen Stock Exchange No. 1 – prospectus (reference) (revised in 2022) and other current laws and regulations, It shall be prepared in combination with the actual situation of the issuer.
The issuer will perform the obligation of information disclosure in a timely and fair manner. The issuer and all its directors, supervisors, senior managers or personnel performing the same duties guarantee that the information disclosure in the prospectus is true, accurate and complete, and there are no false records, misleading statements or major omissions.
The lead underwriter has checked the prospectus and its abstract, confirmed that there are no false records, misleading statements and major omissions, and assumed corresponding legal liabilities for its authenticity, accuracy and completeness.
The issuer promises not to directly or indirectly subscribe for the bonds issued by itself during the issuance of current bonds. The interest rate or price of bond issuance shall be determined by means of inquiry, agreement pricing, etc. the issuer will not manipulate the issuance pricing, operate in a dark box, seek illegitimate interests or transfer interests to other relevant stakeholders by means of holding on behalf of others, trust, etc., provide financial assistance to investors participating in the subscription directly or through other stakeholders, and implement other actions that violate fair competition Acts of undermining market order.
If the issuer has directors, supervisors, senior managers, shareholders holding more than 5% of the shares and other related parties to participate in the subscription of the bonds, the issuer will disclose the relevant subscription in the announcement of the issuance results.
The registration or examination of bond issuance by CSRC and Shenzhen Stock Exchange does not represent any evaluation of the investment value of bonds, nor does it indicate any judgment on the investment risk of bonds. Investors who wish to subscribe for the bonds shall carefully read the full text of this prospectus and relevant information disclosure documents, independently analyze the authenticity, accuracy and completeness of information disclosure, independently judge the investment value and bear any investment risks related thereto.
Investors who subscribe for or hold the bonds are deemed to have agreed to the rights and obligations in the prospectus, including the bond trustee agreement (if any), the rules of the bondholders’ meeting and other relevant agreements on the rights and obligations of the issuer, bondholders, bond trustee (if any) and other subjects in the bond prospectus.
The issuer promises to perform its obligations and accept the supervision of investors in accordance with laws and regulations and the provisions of this prospectus.
Tips on major issues
Investors are invited to pay attention to the following major issues and carefully read the relevant chapters of “risk factors” in this prospectus. 1、 Tianma Microelectronics Co.Ltd(000050) the application for public issuance of corporate bonds to professional investors in 2021 has been approved by the China Securities Regulatory Commission on November 5, 2021 in document zjxk [2021] No. 3523, agreeing that the issuer can publicly issue corporate bonds with a total face value of no more than 10 billion yuan to professional investors, which can be issued by stages within the validity period of registration. So far, two issues have been completed under this approval, with a total issuance scale of 2.5 billion yuan. This issue of bonds is the third issue, and the proposed issuance scale is no more than 1.5 billion yuan (including).
2、 Basic financial information of the issuer
Before the issuance of the bonds, as of the end of June 2021, the net assets of the issuer were 34.726 billion yuan, the asset liability ratio within the consolidation scope was 55.62%, and the asset liability ratio of the parent company was 37.96%. By the end of September 2021, the net assets of the issuer were 34.762 billion yuan, the asset liability ratio within the consolidation scope was 55.48%, and the asset liability ratio of the parent company was 37.52%. Before the issuance of the bonds, the issuer’s average annual distributable profit in the last three fiscal years was 1.076 billion yuan (the average net profit attributable to the owner of the parent company in the audited consolidated statements for 20182020), which is expected to be no less than 1.5 times the one-year interest of the bonds.
3、 According to the comprehensive assessment of China integrity international, the issuer’s main credit rating is AAA, and the rating outlook is stable. The credit rating of this bond is AAA. China integrity international issued the credit rating report of Tianma Microelectronics Co.Ltd(000050) 2022 corporate bonds publicly issued to professional investors (phase II) and the 2021 Tianma Microelectronics Co.Ltd(000050) credit rating report. China integrity international will continuously track and rate the issuer and the bonds. China Chengxin international credit rating Co., Ltd. will continue to pay attention to the changes of the issuer’s external business environment, business or financial conditions, as well as the debt repayment guarantee of the current bonds. In case of major events that may affect the credit rating of the current bonds, China Chengxin international credit rating Co., Ltd. will start the irregular tracking rating procedure of the current bonds, and the issuer shall provide corresponding materials according to the requirements of the rating agency. The irregular follow-up rating report and rating results of China integrity international credit rating Co., Ltd. will be disclosed in accordance with relevant regulations.
The credit rating of the issuer’s current bonds by the credit rating agency does not mean that the credit rating agency makes any guarantee for the repayment of the current bonds, nor does it make any judgment on the investment value of the current bonds.
At the same time, the rating of the issuer and the current bond by the credit rating agency is a dynamic evaluation process. The issuer cannot guarantee that its main credit rating and the credit rating of the current bond will not change adversely during the duration of the current bond. If the issuer’s main credit rating and the credit rating of the current bonds change negatively during the duration of the current bonds, it may cause the fluctuation of the trading price of the current bonds in the secondary market, and even cause the current bonds to be unable to be traded or terminated from listing on the stock exchange, which may affect the interests of bondholders.
4、 The current bonds are unsecured bonds.
5、 As of June 30, 2021, the issuer had total assets of 78250679400 yuan, total liabilities of 43525011700 yuan, total owner’s equity of 34725667700 yuan, asset liability ratio of 55.62% and parent company’s asset liability ratio of 37.96%; From January to June 2021, the company’s consolidated operating income was 159942739 million yuan, the net profit was 11957989 million yuan, and the net cash flow from operating activities was 23 Guangdong Huatie Tongda High-Speed Railway Equipment Corporation(000976) million yuan. In the half year of 2021, the company’s business is stable, its financial situation is normal, and there is no abnormal change in statement items.
6、 During the reporting period, the issuer’s current ratio and quick ratio fluctuated slightly, but remained stable as a whole. The main reasons for the fluctuation are: the expansion of business scale led to the large amount of raw materials and other funds payable. In 2018 and 2019, the issuer’s working capital required for operation was mainly raised by short-term loans. In 2020 and the first half of 2021, the issuer continued to optimize its debt structure, Gradually replace short-term loans with medium and long-term loans, and the current ratio and quick ratio have increased. As a display panel enterprise, the issuer’s assets are mainly composed of non current assets, and the proportion of current assets is relatively low.
At the end of 2018, 2019, 2020 and June 2021, the issuer’s asset liability ratio was 56.69%, 59.20%, 54.36% and 55.62% respectively. The increase in asset liability ratio in 2019 was mainly due to the issuer raising funds and operating funds for Xiamen Tianma G6 project and Wuhan Tianma G6 project through bank loans, and the company’s asset liability ratio was still at a reasonable level.
From January to June in 2018, 2019, 2020 and 2021, the issuer’s EBITDA was RMB 4.912 billion, RMB 5.166 billion, RMB 6.133 billion and RMB 3.445 billion respectively, and the EBITDA interest cover ratio was 5.91, 5.27, 5.37 and 7.20 respectively. The EBITDA interest cover ratio has always been at a high level. Generally speaking, the company has strong long-term solvency.
7、 By the end of June 2021, the issuer has not provided guarantees to other companies outside the scope of the consolidated statements.
8、 By the end of June 2021, the book value of the issuer’s restricted assets was 42901201 million yuan, accounting for 5.48% of the total assets and 12.35% of the net assets. The main restricted assets of the company are fixed assets and construction in progress. The reason for the asset restriction is that the company mortgages its main assets for loan financing in order to meet the capital needs of business development. If the company cannot continuously and effectively manage the debt structure and reasonably plan the loan repayment arrangement, there may be a risk of disposal of the company’s restricted assets, which will adversely affect the company’s solvency.
9、 In January 2018, CSRC issued the reply on approving Tianma Microelectronics Co.Ltd(000050) to issue shares to Xiamen Jincai Industry Development Co., Ltd. to purchase assets and raise supporting funds (zjxk [2018] No. 102), approving the company to issue 389610040 shares to Xiamen Jincai Industry Development Co., Ltd Issued 89488555 shares to China Aviation Technology International Holding Co., Ltd., 93141147 shares to China Aviation Technology Shenzhen Co., Ltd., 36525940 shares to China Aviation Technology Xiamen Co., Ltd., 25505748 shares to Shanghai Industrial Investment (Group) Co., Ltd Issue 12752877 shares to Shanghai Zhangjiang (Group) Co., Ltd. to purchase relevant assets; Approved the company’s non-public offering of shares to raise matching funds of no more than 1.9 billion yuan. The company issued shares to purchase assets, and the number of new shares issued was 647024307. The total share capital of the company increased from 1401098744 shares to 2048123051 shares. Before and after this transaction, AVIC international has always been the actual controller of the listed company. Therefore, this transaction will not lead to the change of the control right of the listed company and does not constitute the reorganization and listing stipulated in Article 13 of the reorganization management measures.
10、 As of the signing date of this prospectus, the major pending litigation and arbitration of the company are as follows:
(I) creditor’s rights disputes with Jinzhuo company, Jinming company, Jinli communication and Liu Lirong
The creditor’s rights disputes between the company and Dongguan Jinzhuo Communication Technology Co., Ltd. (hereinafter referred to as “Jinzhuo company”), Dongguan Jinming Electronics Co., Ltd. (hereinafter referred to as “Jinming company”), Shenzhen Jinli communication equipment Co., Ltd. (Jinzhuo company, the parent company of Jinming company, hereinafter referred to as “Jinli communication”) (the above companies are collectively referred to as “Jinli group”), The details are as follows:
1. Background
The company signed the purchase and sales contract with Jinzhuo company and Jinming company to confirm the purchase and sales cooperation relationship between the company and Jinzhuo company and Jinming company, and agreed that Jinzhuo company and Jinming company shall bear joint and several guarantee liability for the payment payable to the company. During the duration of the purchase and sales relationship, the company completes the delivery obligation as agreed.
The fact that Jinzhuo company and Jinming company delayed the performance of payment obligations. Jinli communication provides joint and several liability guarantee and asset mortgage for the loan payable to the company by Jinzhuo company and Jinming company, and Liu Lirong, the legal representative of Jinzhuo company and Jinming company, provides joint and several liability guarantee for the loan payable to the company by Jinzhuo company and Jinming company. At the same time, the company applied to the court for property preservation measures and sealed up the land and real estate of the above company.
2. Progress in 2018
At the beginning of 2018, the company filed a lawsuit with the intermediate people’s Court of Shenzhen, Guangdong Province, with case numbers of: (2018) Yue 03 min Chu No. 325 and (2018) Yue 03 min Chu No. 448, requiring Jinzhuo company, Jinming company, Jinli communication and Liu Lirong to pay off all the loans owed to the company and bear all legal fees, attorney fees and other expenses according to law.
In December 2018, Shenzhen intermediate people’s Court of Guangdong Province ruled to accept the bankruptcy liquidation case of Jinli communication (case No.: (2018) Yue 03 Po Shen No. 224).
3. Progress in 2019
After receiving the notice of claim declaration from Jinli communication, the company shall declare the claim to the manager of Jinli communication (hereinafter referred to as the “manager”).
On April 2, 2019, the company received the notice of creditor’s rights examination (jlgs No. 100) issued by the manager. According to the examination results of the manager, the examination confirmed that the filing numbers were (2018) Yue 03 min Chu No. 325 and (2018) Yue 03 min Chu No. 448, and the principal of the creditor’s rights involved was ordinary creditor’s rights. However, the liquidated damages, inventory losses, legal costs and the priority of repayment of specific mortgages declared by the company have not been confirmed.
In July 2019, the company filed a bankruptcy claim confirmation lawsuit with Shenzhen intermediate people’s Court of Guangdong Province and requested the court to take charge of it
