(address: No. 99, Tongtian Road, Jiangning Science Park, Nanjing, Jiangsu)
Sinoma Science & Technology Co.Ltd(002080)
Public issuance of green corporate bonds to professional investors in 2022 (phase I)
Prospectus
Lead underwriter and trustee
Tianfeng Securities Co.Ltd(601162)
(address: 4th floor, Gaoke building, No. 2, guandongyuan Road, Donghu New Technology Development Zone, Wuhan City, Hubei Province)
Co lead underwriter
Citic Securities Company Limited(600030) China International Capital Corporation Limited(601995)
(address: 27th floor and 28th floor, building 2, North block, international trade times square (phase II), No. 8, Zhongxin Third Road, Futian District, Shenzhen, Guangdong Province)
The issuance amount of current bonds shall not exceed RMB 800 million
No guarantee
Credit rating agency Dagong international credit rating Co., Ltd
Credit rating results: the issuer’s long-term credit rating is AAA and the rating outlook is stable; The credit rating of the bonds is AAA
Signed on: mm / DD / yy
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 (revised in 2019), the measures for the administration of corporate bond issuance and trading, and the measures for the administration of information disclosure of corporate credit bonds Shenzhen Stock Exchange corporate bond issuance and listing review business guide No. 1 – prospectus (reference text) (revised in 2022), Shenzhen Stock Exchange corporate bond listing rules, other current laws and regulations, as well as the documents approved by China Securities Regulatory Commission for the registration of this bond issuance, which 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, the rules of the bondholders’ meeting and other relevant agreements on the rights and obligations of the issuer, bondholders, bond trustee 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
1、 On August 11, 2021, the issuer has been registered in the document “Zhengjian license [2021] No. 2658” of China Securities Regulatory Commission, and publicly issued green corporate bonds with a total face value of no more than 5 billion yuan (including 5 billion yuan) to professional investors (hereinafter referred to as “the bonds”). The bonds are issued in installments. The first phase of green corporate bonds (phase I) (hereinafter referred to as “the bonds”) issued to professional investors in Sinoma Science & Technology Co.Ltd(002080) 2022 is the first phase, and the issuance scale is no more than RMB [800] million (including RMB [800] million).
2、 Basic financial information of the issuer. As of September 30, 2021, the net assets of the issuer at the end of the latest period were 150593565 million yuan; The consolidated asset liability ratio is 59.89%, and the parent company’s asset liability ratio is 51.25%; Before the issuance of the bonds, the issuer’s average annual distributable profit in the last three fiscal years is 1455349300 yuan (the arithmetic mean of the net profit attributable to the shareholders of the parent company in the audited consolidated statements of the company in 2018, 2019 and 2020), which is expected to be no less than 1.5 times the one-year interest of the bonds. See the issuance announcement for the issuance and listing arrangements of the bonds.
3、 Rating. According to the comprehensive assessment of Dagong international credit rating Co., Ltd. (hereinafter referred to as “Dagong international”), the issuer’s main credit rating is AAA, the rating outlook is stable, and the credit rating of the current bond is AAA; It shows that the credit quality is very high and the credit risk is very low. However, during the duration of the current bonds, there may still be negative changes in the issuer’s main credit rating and / or the credit rating of the current bonds due to various reasons, which will have an adverse impact on the investors of the current bonds.
Dagong international will continuously track and rate the issuer from the date of issuing the rating report. Continuous tracking rating includes regular tracking rating and irregular tracking rating. During the follow-up rating period, Dagong international will continue to pay attention to the changes in the issuer’s external business environment, major events affecting its business or financial status, and the issuer’s debt performance, and issue a follow-up rating report to dynamically reflect the issuer’s credit status. Dagong International’s regular and irregular tracking rating results and other relevant information will be announced through its website and the website of Shenzhen Stock Exchange, and the announcement and disclosure time of the website of Shenzhen Stock Exchange shall not be later than that publicly disclosed in other trading places, media or other occasions.
According to the credit rating report issued by Dagong international on the bonds, the main risks are:
1. The shareholders of the company plan to solve the horizontal competition within two years from January 2021. It is still possible to integrate the relevant businesses of the company in the future, so we need to pay attention to the future business development of the company;
2. The scale of projects under construction, planned investment and proposed projects of the company are large, and there is a certain pressure on capital expenditure;
3. By the end of September 2021, the company has a large scale of short-term interest bearing debt and faces certain pressure of centralized repayment.
4、 Bonds are interest rate sensitive investment varieties, and the change of market interest rate will directly affect the investment value of bonds. As a fixed income product, the secondary market price of bonds generally changes in the opposite direction of the market interest rate. Affected by the overall operation of the national economy, the national macroeconomic environment, financial and monetary policies and the international economic environment, the market interest rate is likely to fluctuate. Due to the long term of the current bond, it may span more than one interest rate fluctuation cycle, and the investment value of the bond may change with the fluctuation of market interest rate during its duration. Therefore, the actual investment income of the current bond investors is uncertain.
5、 The current bonds are unsecured bonds. During the duration of the bonds, if the issuer fails to obtain sufficient funds from the expected repayment sources on schedule due to the influence of uncontrollable factors such as national policies and regulations, industry and market, it may affect the scheduled repayment of the principal and interest of the bonds. If the issuer fails to pay the principal and interest of the bonds on time and in full, the bondholder will not be able to obtain repayment from a third party other than the issuer.
6、 The issuer is mainly engaged in three leading industries: wind power blades, glass fiber and products, and lithium battery diaphragm. The company’s operation is vulnerable to macroeconomic fluctuations and industrial policy regulation. Under the background of the current gradual decline of macroeconomic growth and industrial structure adjustment, some business segments with high macroeconomic correlation may be greatly affected. The issuer’s current operating conditions, financial conditions and asset quality are good, but during the duration of the bonds, if the issuer’s future sales funds cannot be returned in time, the financing channels are not smooth or the financing cost cannot be reasonably controlled, it may affect the timely payment of the principal and interest of the bonds.
7、 At the end of 2018, 2019, 2020 and September 2021, the book value of the issuer’s inventory was 17077803 million yuan, 2151401 million yuan, 21094395 million yuan and 24667017 million yuan, accounting for 7.10%, 7.35%, 6.26% and 6.57% of the total assets respectively. The company has made corresponding depreciation reserves for inventories. However, considering that the price fluctuation of glass fiber, resin, steel and other products in the future and the change of supply and demand structure may cause the change of the company’s inventory, if the decline of inventory value leads to the increase of inventory falling price loss, it may have a certain negative impact on the company’s profitability and further affect the company’s asset liquidity.
8、 At the end of 2018, 2019, 2020 and September 2021, the balance of short-term borrowings of the company was 30 Global Top E-Commerce Co.Ltd(002640) 00 yuan, 3528876300 yuan, 2311916200 yuan and 2222566500 yuan, accounting for 23.04%, 21.38%, 11.77% and 9.88% of the total liabilities respectively. There are many short-term loans, which puts some pressure on the company’s short-term solvency.
9、 At this stage, the company has a large demand for capital expenditure, and there is a certain pressure on capital expenditure. At present, the company’s projects under construction focus on the construction of supporting facilities for glass fiber and lithium battery diaphragm products, with a total planned investment of 6.128 billion yuan. As of the end of December 2020, 3.190 billion yuan has been invested, and 2.938 billion yuan still needs to be invested in the future. There is a certain pressure on capital expenditure, and the company may face the risk of large investment expenditure in the future.
10、 At the end of 2018, 2019, 2020 and September 2021, the issuer’s accounts receivable were 29920858 million yuan, 33393677 million yuan, 32858564 million yuan and 5091346 million yuan respectively, of which the balance of accounts receivable in the top five of the ending balance collected by the debtor at the end of 2020 was 12220441 million yuan, accounting for 34.81% of the total ending balance of accounts receivable, The ending balance of bad debt provision withdrawn accordingly is 398300 yuan. Although the growth of the issuer’s accounts receivable is mainly due to the growth of the issuer’s operating revenue, and the account age is mostly within one year, the company has the risk of difficult recovery of accounts receivable due to factors such as macroeconomic environment and changes in customers’ operating conditions.
11、 Some products such as glass fiber products and wind power blades sold by the company are exported abroad. The sharp fluctuation of exchange rate will pose exchange rate risk to the company’s export business. Since July 21, 2005, China has implemented a managed floating exchange rate system based on market supply and demand and adjusted with reference to a basket of currencies. There are some uncertainties in the level and fluctuation range of RMB exchange rate. Especially since the 2008 financial crisis, the fluctuation range of exchange rate is large. Although the devaluation of some exporting countries will bring benefits to the company, once there is a significant appreciation in the future, it will affect the company’s export business. Therefore, the company faces certain exchange rate risk. 12、 In 2018, 2019, 2020 and January September 2021, the total sales expenses, management expenses, R & D expenses and financial expenses of the issuer during the period were 18145396 million yuan, 21381107 million yuan, 25314809 million yuan and 17844241 million yuan respectively, accounting for 15.85%, 15.73%, 13.53% and 12.19% of the operating revenue respectively, The increase of expenses is a reasonable phenomenon for the continuous expansion of the company’s business scale. However, if the total expenses of the company increase rapidly, it may compress the profit space of the company and have a certain impact on the profitability of the company.
13、 The issuer’s industry category is manufacturing industry. In the process of daily production and operation, it needs to purchase raw materials of glass fiber, wind power blades and other products. The price fluctuation of main raw materials affects the company’s production cost, increases the difficulty of inventory management, affects the product sales unit price, and causes the fluctuation of sales revenue to a certain extent, This risk may bring certain uncertainty to the formulation of the company’s market strategy and have a certain impact on the company’s cost control.
14、 According to the relevant provisions of the securities law, the bonds are only issued to professional investors, and ordinary investors are not allowed to participate in the issuance and subscription. After the bonds are listed, they will be subject to investor suitability management. Only professional investors can participate in the transaction, and the transaction behavior subscribed or purchased by ordinary investors is invalid.
15、 After the issuance of this issue, the company will submit an application for the listing and trading of this issue of bonds to Shenzhen Stock Exchange as soon as possible. The bonds meet the listing conditions of simultaneous trading in the centralized bidding system and the comprehensive agreement trading platform of Shenzhen Stock Exchange (hereinafter referred to as “bilateral listing”). However, before the listing of the bonds, the company’s financial situation, operating performance, cash flow and credit rating may change significantly. The company cannot guarantee that the listing application for bilateral listing of the bonds can be approved by Shenzhen Stock Exchange. If the bonds cannot be listed bilaterally at that time, the investors have the right to choose to sell the bonds back to the company. The investment risk and liquidity risk caused by changes in the company’s operation and income shall be borne by the bond investors themselves, and the current bonds
