Stock abbreviation: Luoyang Xinqianglian Slewing Bearings Co.Ltd(300850) Stock Code: Luoyang Xinqianglian Slewing Bearings Co.Ltd(300850) Luoyang Xinqianglian Slewing Bearings Co.Ltd(300850)
(address: Jiuzhou Road, Luoxin Industrial Park)
Gem is issued to unspecified objects
Prospectus for convertible corporate bonds
(declaration draft)
Sponsor (lead underwriter)
(address: 12th and 15th floors, Xinsheng building, No. 5 Financial Street, Xicheng District, Beijing)
March, 2002
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 issuer, 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 attention to the following major matters or risk factors, and carefully read the relevant chapters of this prospectus. 1、 On the credit rating of convertible corporate bonds issued this time
The convertible corporate bonds are rated by CSI PENGYUAN. According to the credit rating report of Luoyang Xinqianglian Slewing Bearings Co.Ltd(300850) issuing convertible corporate bonds to unspecified objects in 2022 issued by CSI PENGYUAN, the credit rating of Luoyang Xinqianglian Slewing Bearings Co.Ltd(300850) subject is AA, the rating prospect is stable, and the credit rating of the convertible corporate bonds is AA.
During the duration of this convertible 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. 2、 No guarantee is provided for this issuance of convertible corporate bonds
No guarantee is provided for the convertible corporate bonds. If there are events that seriously affect the company’s performance and solvency during the duration of the bonds, the bonds may increase the repayment risk due to the lack of guarantee. 3、 Dividend distribution policy and cash dividend of the company
(I) dividend distribution policy
In accordance with the requirements of the company law, the notice on further implementing matters related to cash dividends of listed companies, the guidelines for the supervision of listed companies No. 3 – cash dividends of listed companies and the guidelines for the articles of association of listed companies, the company has formulated the corresponding articles of association. The provisions on the company’s profit distribution policy in the articles of association are as follows:
Article 169 the specific contents of the company’s profit distribution policy are as follows:
1. Profit distribution principle
The company attaches importance to the reasonable return on investment to investors and implements a sustained and stable profit distribution policy. On the premise of the company’s profitability, normal operation and long-term development, the company implements a positive, sustained and stable profit distribution policy.
2. Form of profit distribution
The company may distribute dividends in cash, shares or a combination of the two. On the premise of the company’s profitability, normal operation and long-term development, the company will give priority to cash distribution of dividends.
3. Period interval of profit distribution
If the conditions are met, the company will distribute profits at least once a year in principle. The board of directors of the company may propose the company to make interim profit distribution according to the company’s profit and capital demand.
4. Cash dividend conditions and dividend proportion
(1) When the company plans to implement cash dividends, the following conditions shall be met at the same time:
① The company is profitable in the current year and the accumulated undistributed profit is positive;
② The company’s cash flow can meet the needs of the company’s normal operation and sustainable development;
③ The audit institution shall issue a standard unqualified audit report on the company’s annual financial report.
(2) Provisions on the proportion of cash dividends
The profit distributed by the company in cash every year shall not be less than 10% of the distributable profit realized in the current year. The company may distribute bonus shares at the same time as the above cash dividend distribution.
The company shall pay cash dividends in accordance with the following proportion:
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 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%.
The above major capital expenditure arrangement refers to that 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 10% of the company’s latest audited net assets and exceeds 30 million yuan.
The board of directors of the company will comprehensively consider the characteristics of the company’s industry, development stage, its own business model, profitability and whether there are major asset expenditure arrangements, and put forward differentiated cash dividend policies in accordance with the procedures specified in the articles of association.
5. Conditions of stock dividend distribution
When the company is in good operation, and the board of Directors believes that the company has real and reasonable factors such as the growth of the company and the dilution of net assets per share, 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.
6. Decision making procedure of profit distribution
(1) The specific dividend 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 two-thirds of all independent directors.
(2) Independent directors shall express independent opinions on the profit distribution plan.
(3) The board of supervisors shall review the specific dividend distribution plan proposed by the board of directors and adopt it by more than half of all supervisors of the board of supervisors.
(4) After the board of directors deliberates and approves the profit distribution plan, it shall be deliberated by the general meeting of shareholders. When announcing the resolution of the board of directors, the audit opinions of independent directors and the board of supervisors shall be disclosed at the same time.
(5) If the company’s board of directors fails to put forward a cash profit distribution plan for the current year, it shall explain in detail the reasons for the non dividend and the purpose of the funds not used for dividend retention in the company in the resolution announcement and periodic report of the board of directors, and the independent directors and the board of supervisors shall give audit opinions on this.
(6) The board of directors, the board of supervisors and the general meeting of shareholders shall fully consider the opinions of independent directors, external supervisors and public investors in the decision-making and demonstration of profit distribution policies. The company will listen to and accept the suggestions and supervision of public investors on profit distribution through various channels (telephone, fax, e-mail and investor relations interactive platform).
7. Decision making procedure for profit distribution policy adjustment
The company will maintain the continuity and stability of dividend distribution policy. If it is really necessary to adjust the profit distribution policy due to the needs of the company’s own operation, investment planning and long-term development, or 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 adjusting the profit distribution policy shall be drafted by the board of directors in accordance with the company’s operating conditions and the relevant provisions of the CSRC, submitted to the general meeting of shareholders for deliberation and approved by more than 2 / 3 of the voting rights held by the shareholders attending the general meeting of shareholders. Detailed demonstration and explanation shall be made when making the proposal at the general meeting of shareholders.
The board of directors shall fully listen to the opinions of shareholders (especially public investors) and independent directors when formulating proposals for adjusting profit distribution policies. If the board of directors deliberates and approves the proposal on adjusting the profit distribution policy, it shall be adopted by more than half of all directors of the board of directors and more than two-thirds of all independent directors. Independent directors shall express independent opinions and disclose them in a timely manner.
The board of supervisors shall review the proposal on adjusting the profit distribution policy proposed by the board of directors and pass it by more than half of all supervisors of the board of supervisors.
When the general meeting of shareholders deliberates the proposal on adjusting the profit distribution policy, it shall fully listen to the opinions of the public shareholders. In addition to setting up on-site meeting voting, it shall also provide shareholders with online voting system for support.
8. Decision making procedures for cash dividends
When formulating the specific plan of cash dividend, the board of directors shall carefully study and demonstrate the timing, conditions, minimum proportion and adjustment conditions of the company’s cash dividend. The specific plan of cash dividend submitted by the board of directors to the general meeting of shareholders shall be adopted by more than half of all directors and more than two-thirds of all independent directors, And approved by the general meeting of shareholders. Independent directors shall express clear opinions.
Independent directors can solicit the opinions of minority shareholders, put forward dividend proposals and directly submit them to the board of directors for deliberation. Before the general meeting of shareholders deliberates on the specific scheme of cash dividend, the company shall actively communicate and exchange with shareholders, especially minority shareholders, through various channels (telephone, fax, e-mail, investor relations interactive platform), fully listen to the opinions and demands of minority shareholders, and timely respond to the concerns of minority shareholders.
9. 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 requirements of the resolutions of the general meeting of shareholders;
(2) Whether the dividend standard and proportion are clear and 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.
If the company’s retained profits are not distributed regularly after being submitted to the independent shareholders’ meeting for approval, the reasons for the non distribution of the company’s retained profits in the articles of association shall be considered by the board of directors. If the reason for the non distribution of the company’s retained profits is not approved by the board of directors, the reasons for the non distribution of the company’s retained profits in the current year shall be discussed in the independent shareholders’ meeting, The reasons and the specific purpose of the retained funds shall be demonstrated and explained in detail in the proposal of the general meeting of shareholders. 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.
10. Implementation time of dividend distribution plan
The specific dividend distribution plan of the company shall be proposed by the board of directors of the company. 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. In case of delay in distribution, the board of directors of the company shall timely disclose the reasons for the delay.
(II) profit distribution and use of undistributed profits of the company in the last three years
In 2018 and 2019, the company did not make profit distribution. The undistributed profits of the company mainly supplement the working capital and expand the production scale.
In 2020, the company’s profit distribution and use are as follows:
On March 30, 2021, the company held the fourth meeting of the third board of directors, deliberated and approved the proposal on the company’s 2020 profit distribution and capital reserve conversion plan to share capital, and decided that the 2020 profit distribution plan: Based on the company’s total share capital of 10 Shanghai Pudong Development Bank Co.Ltd(600000) 0 shares as of December 31, 2020, Distribute a cash dividend of 4.10 yuan (including tax) to all shareholders for every 10 shares, with a total cash dividend of 434 Shanghai Pudong Development Bank Co.Ltd(600000) 0 yuan (including tax); At the same time, the capital reserve was converted into share capital, 7 shares for every 10 shares were converted to all shareholders, and 0 bonus shares (including tax) were given, with a total of 74200000 shares converted into share capital. The remaining undistributed profits shall be carried forward to subsequent years. The registration date of this equity distribution is May 6, 2021, and the ex rights and ex interests date is May 7, 2021. The above equity distribution has been implemented on May 7, 2021.
4、 The company urges investors to carefully read the full text of “risk factors” in this prospectus and pay special attention to the following risks
(I) business and operational risks
1. Policy risk
The company’s wind power products account for a high proportion of its main business income. As important parts of wind turbine generator, the demand of wind power spindle bearing, yaw bearing and pitch bearing is closely related to the landscape of wind turbine manufacturing industry and the development of wind power industry. With the sustained and rapid growth of China’s economy, the demand for clean energy is increasing. China has issued a series of policies for the wind power industry, which has promoted the development of China’s wind power industry, but there are also some fluctuations under the trend of overall rapid growth. For example, in May 2019, the national development and Reform Commission issued the notice on improving the on grid tariff policy for wind power. The state reduced the amount of subsidies for onshore wind power and clarified the withdrawal of subsidies for onshore wind power, that is, for onshore wind power projects approved before the end of 2018, if the grid connection is still not completed before the end of 2020, the state will no longer subsidize; For onshore wind power projects approved from January 1, 2019 to the end of 2020, if the grid connection has not been completed before the end of 2021, the state will no longer subsidize. Since January 1, 2021, the newly approved onshore wind power projects have been fully connected at parity, and the state will no longer subsidize them. In January 2020, the Ministry of finance, the national development and Reform Commission and the National Energy Administration issued several opinions on promoting the healthy development of non-aqueous renewable energy power generation. The new offshore wind power projects will no longer be included in the scope of central financial subsidies. The existing offshore wind power projects will be approved (filed) according to the regulations and all units will be connected to the grid before December 31, 2021, It shall be included in the scope of central financial subsidies according to the corresponding price policies.
The above policies have led to a significant increase in the new installed capacity of wind power in 2020 and new offshore installed capacity in 2021
