Stock abbreviation: Hangzhou Shenhao Technology Co.Ltd(300853) Stock Code: Hangzhou Shenhao Technology Co.Ltd(300853) Hangzhou Shenhao Technology Co.Ltd(300853)
Hangzhou Shenhao Technology Co., LTD.
(No. 6, Changsong street, Cangqian street, Yuhang District, Hangzhou City, Zhejiang Province)
Prospectus for issuing convertible corporate bonds to unspecified objects
Sponsor (lead underwriter)
(401, building B7, Qianhai Shenzhen Hong Kong fund Town, No. 128, guiwan fifth road, Nanshan street, Qianhai Shenzhen Hong Kong cooperation zone, Shenzhen) March 2022
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. If the issuer makes an independent investment decision or changes the operating value of the securities due to the change of the issuer’s investment value according to law, the investor shall bear the risk independently.
Tips on major issues
The company specially reminds investors to pay full attention to the following major matters and carefully read all the contents of the “risk factors” chapter of the prospectus. 1、 Notes on the issuance of convertible bonds meeting the issuance conditions
According to relevant laws and regulations such as the securities law and the measures for the administration of securities issuance and registration of companies listed on the gem (for Trial Implementation), 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 hired Dongfang Jincheng International Credit Evaluation Co., Ltd. to conduct credit rating for the convertible corporate bonds issued this time. The credit rating of Hangzhou Shenhao Technology Co.Ltd(300853) subject is a +, the credit rating of the convertible corporate bonds this time is a +, and the rating outlook is stable.
During the duration of the convertible corporate bonds issued this time, the rating agency will conduct tracking rating at least once a year. If the credit rating of convertible corporate 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. 3、 Explanation on no guarantee provided for this issuance
The bonds are unsecured credit bonds, no specific assets are used as collateral, and no guarantor is liable for the bonds. If the company’s operating performance and financial condition change significantly due to the influence of business environment and other factors, bond investors may face the risk of being unable to obtain compensation due to the unsecured convertible corporate bonds issued this time. 4、 Dividend distribution policy and cash dividend ratio of the company (I) dividend distribution policy of the company
The provisions on profit distribution policy in the current articles of association of the company are as follows:
1. Decision making mechanism and procedure
The company’s profit distribution plan shall be proposed by the board of directors, but the opinions of independent directors and the board of supervisors shall be solicited in advance. Independent directors shall express independent opinions on the dividend distribution plan, and the board of supervisors shall put forward review opinions on the profit distribution plan. The profit distribution plan is reviewed and approved by more than 1 / 2 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.
When the company formulates the specific cash dividend plan, the board of directors shall carefully study and demonstrate the timing, conditions and minimum proportion of the company’s cash dividend, adjustment conditions and decision-making procedures, and the 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, fully listen to the opinions and demands of minority shareholders, and timely respond to the concerns of minority shareholders.
When the company distributes profits or adjusts the profit distribution policy by means of shares or a combination of cash and shares, it shall be deliberated and approved by the general meeting of shareholders in the form of special resolution.
2. Profit distribution principle of the company
The company implements a continuous and stable profit distribution policy. The profit distribution of the company should pay attention to the reasonable investment return to investors and give consideration to the sustainable development of the company.
3. Form of profit distribution of the company
The company distributes profits in the form of cash, stock or a combination of cash and stock, and gives priority to the distribution of profits in the form of cash; On the premise of meeting the company’s working capital needs, predictable major investment plans or major cash expenditures, the company’s board of directors can make interim dividends according to the company’s current operating profits and cash flow. The specific plan must be reviewed by the company’s board of directors and submitted to the company’s general meeting for approval.
4. Specific conditions and proportion of profit distribution of the company
The distributable profit realized by the company in this year (i.e. the after tax profit remaining after the company makes up the losses and withdraws the accumulation fund) is positive. Under the condition of meeting the capital needs of the company’s normal production and operation, if there is no major investment plan or major cash expenditure, the company shall distribute dividends in cash, And the accumulated profit distributed in cash for every three consecutive years shall not be less than 30% of the average annual distributable profit realized in the three years. Major investment plan or major cash expenditure refers to that the company plans to purchase assets or foreign investment in the next 12 months reaches or exceeds 30% of the company’s total assets audited in the latest year.
The use of stock dividends for profit distribution shall have real and reasonable factors such as the growth of the company and the dilution of net assets per share. 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 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%;
If the development stage of the company is not easy to distinguish, but there are major capital expenditure arrangements, it shall be handled in accordance with the provisions of the preceding paragraph.
The company’s dividend distribution shall not exceed the scope of accumulated distributable profits.
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 two months after the general meeting of shareholders is held.
6. Change of the company’s profit distribution policy
If the company really needs to adjust the profit distribution policy according to the capital needs of production and operation, major investment and development planning, 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 seek the opinions of the independent directors and the board of supervisors in advance, and shall not be submitted to the general meeting of shareholders of the company for deliberation until it is deliberated and approved by the board of directors of the company. The matter shall be approved by more than 2 / 3 of the voting rights held by the shareholders attending the general meeting of shareholders. In order to fully listen to the opinions of minority shareholders, the company shall provide convenience for public shareholders to participate in the general meeting of shareholders by providing online voting, and independent directors can publicly solicit the voting rights of minority shareholders if necessary. (II) shareholder dividend return planning
According to the articles of association and the company’s future business plan, investment plan and capital arrangement, the company has formulated the plan for shareholders’ dividend return of Hangzhou Shenhao Technology Co.Ltd(300853) in the next three years (20212023) (hereinafter referred to as “the plan for shareholders’ dividend return in the next three years (20212023)”, which has been deliberated and adopted by the 2020 annual general meeting of shareholders.
According to the shareholder dividend return plan for the next three years (20212023), the distributable profit of the company in this year (i.e. the after tax profit remaining after the company makes up the losses and withdraws the provident fund) is positive. If there is no major investment plan or major cash expenditure and other events under the condition of meeting the capital needs of the company’s normal production and operation, The company shall distribute dividends in cash, and the accumulated profits distributed in cash for each consecutive three years shall not be less than 30% of the annual distributable profits realized in the three years. (III) cash dividends of the company in recent three years
1. Profit distribution plan of the company in recent three years
According to the proposal on the company’s profit distribution plan for 2018 approved by the company’s 2018 annual general meeting held on March 22, 2019, the company’s profit distribution in 2018 is 20 million yuan (including tax). The above equity distribution plan has been implemented in May 2019.
According to the proposal on the company’s 2020 semi annual profit distribution plan deliberated and adopted at the 17th meeting of the second board of directors and the 11th meeting of the second board of supervisors held on August 21, 2020 and the second extraordinary general meeting of shareholders held on September 10, 2020, The company’s profit distribution plan for the half year of 2020 is as follows: Based on the total share capital of 81628000 shares, the company will distribute cash dividends of 3.00 yuan (including tax) to all shareholders for every 10 shares, with a total cash dividend of 24488400 yuan (including tax). The above equity distribution plan has been implemented in September 2020.
According to the proposal on the plan for profit distribution and conversion of capital reserve into share capital in 2020 deliberated and approved by the third meeting of the third board of directors and the third meeting of the third board of supervisors held on April 26, 2021 and the 2020 annual general meeting of shareholders held on May 17, 2021, The profit distribution plan of the company in 2020 is as follows: Based on the total share capital of 81628000 shares at the end of 2020, the company will distribute cash dividends of RMB 3.60 (tax included) to all shareholders for every 10 shares, with a total cash dividend of RMB 2938608000 (tax included); At the same time, the capital reserve was converted into share capital, and 8 shares were added to all shareholders for every 10 shares, with a total of 65302400 shares converted into share capital. The above equity distribution plan has been implemented in June 2021.
2. Cash dividends of the company in recent three years
The cash dividends of the company in recent three years are as follows:
Unit: 10000 yuan
Dividend year 20202019 2018
Cash dividend amount (tax included): 538745 – 200000
Dividend year 20202019 2018
Net profit attributable to the owner of the parent company 16211961130601930634
Cash dividends accounted for 33.23% – 21.49%
Note: the company was listed on the growth enterprise market of Shenzhen Stock Exchange in July 2020, and the dividend policy stipulated in the current articles of association will be implemented after the company is listed. 5、 Special risk tips
Investors are requested to carefully read all the contents of “section III Risk Factors” in this prospectus and pay special attention to the following risk factors: (I) the risk of digesting the new capacity of the raised investment project
This raised investment project is the development of the company in the new field of rail transit. After the raised investment project is completed, the production capacity of 350 Rail Transit Intelligent Patrol Siasun Robot&Automation Co.Ltd(300024) will be formed. The company has not yet achieved sales revenue in the field of rail transit. Before the implementation of this raised investment project, the company has relatively limited experience in production, management and sales in the field of rail transit, and there are no Rail Transit Intelligent Patrol Siasun Robot&Automation Co.Ltd(300024) products similar to the company’s raised investment products in the market, Therefore, there are certain uncertainties in the recognition of the company’s potential customers for the raised investment products and the formation and sales of the company’s raised investment products in the field of rail transit. As of January 6, 2022, the products of the company’s raised investment project, rail transit line inspection Siasun Robot&Automation Co.Ltd(300024) and train bottom detection Siasun Robot&Automation Co.Ltd(300024) have been tried on the site of downstream customers, and some have passed the trial, but the company has not yet obtained a formal order. At present, the common procurement mode in the rail transit industry is to certify through the list of qualified suppliers or product trial, and then obtain orders through public bidding, competitive negotiation and other forms. There is some uncertainty whether the subsequent companies can enter the list of qualified suppliers or obtain orders through product trial. To sum up, if the company’s customer development in the field of rail transit is less than expected, there is a risk that the company’s new production capacity cannot be digested in time, which will directly affect the economic benefits of the investment project with raised funds and the overall operating performance of the company. (II) fluctuation risk of cash flow from operating activities
During the reporting period, the net profit attributable to the owners of the parent company was 930634 million yuan, 1130601 million yuan, 1621196 million yuan and 346232 million yuan respectively, and the net cash flow from operating activities was 274255 million yuan, 235749 million yuan, – 380049 million yuan and – 12,04 million yuan respectively
