Stock abbreviation: Tongyu Heavy Industy Co.Ltd(300185) Stock Code: 300185 Tongyu Heavy Industy Co.Ltd(300185)
Tongyu Heavy Industry Co., Ltd.
(Shandong Dezhou (Yucheng) national high tech Industrial Development Zone)
Gem issues convertible corporate bonds to unspecified objects
Prospectus
(Revised Version)
Sponsor (lead underwriter)
January 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 accounting institutions shall ensure that the financial and accounting data 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 completeness 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 securities prices after securities are issued according to law.
Tips on major events
The company specially reminds investors to pay full attention to the following major matters and carefully read the chapters on risk factors in this prospectus. 1、 Notes on the issuance of convertible bonds meeting the issuance conditions
According to the securities law, measures for registration administration and other relevant laws and regulations, the company's issuance of convertible corporate bonds to unspecified objects meets the statutory issuance conditions. 2、 Investment risk of convertible corporate bonds
Convertible corporate bond is an investment tool with both bond nature and equity nature. The transaction terms are relatively complex and require investors to have certain professional knowledge. Before purchasing this convertible bond, investors should carefully study and understand the relevant terms in order to make correct investment decisions. 3、 About the credit rating of convertible corporate bonds issued by the company this time
According to the credit rating report of Tongyu Heavy Industy Co.Ltd(300185) issuing convertible corporate bonds to unspecified objects issued by new century bond review (No. 2021011465), the credit rating of Tongyu Heavy Industy Co.Ltd(300185) subject is AA, the credit rating of convertible corporate bonds this time is AA, and the rating outlook is stable.
After the initial rating, the rating agency will carry out regular and irregular follow-up rating on the evaluated objects during the existence of the evaluated bonds. If the credit rating of current convertible corporate bonds is reduced due to external business environment, the company's own situation or changes in rating standards, it will increase the risk of investors. 4、 Dividend distribution policy and cash dividend ratio of the company (I) current dividend distribution policy of the company
The company will correctly deal with the relationship between the company's short-term interests and long-term development and determine a reasonable profit distribution plan on the basis of fully considering the interests of shareholders according to the current operation and the capital demand plan of project investment. The profit distribution policies of the company in the current effective articles of association are as follows:
"Article 160 the company's profit distribution policies and profit distribution decision-making procedures are:
(i) Profit distribution policy
1. Profit distribution principle
The company implements a sustained and stable profit distribution policy. The company's profit distribution should pay attention to the reasonable investment return to investors and take into account the sustainable development of the company. On the premise of conforming to the principle of profit distribution and ensuring the normal operation and long-term development of the company, the company should pay attention to cash dividends. 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. Profit distribution form
The company may distribute profits in cash, stock or a combination of cash and stock, and give priority to cash distribution.
3. Profit distribution conditions and proportion
Conditions and proportion of cash distribution: when the net profit realized in the current year is positive and the accumulated undistributed profit at the end of the current year is positive, the company shall distribute dividends in cash, and the profit distributed in cash shall not be less than 10% of the distributable profit realized in the current year. If the accumulated profits distributed in cash in the last three years are less than 30% of the annual distributable profits realized in the last three years, the company shall not publicly issue new shares, issue convertible corporate bonds or place shares with the original shareholders.
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 at least reach 40%;
(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 at least reach 20%;
If the development stage of the company is difficult 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 cumulative range of profits available for distribution.
When determining the specific amount of profit to be distributed in cash, the company shall fully consider the impact of future business activities and investment activities, and pay full attention to the social capital cost, bank credit and creditor's rights financing environment, so as to ensure that the distribution scheme is in line with the overall interests of all shareholders.
Under the condition of meeting the cash dividend distribution, if the company's operating income and net profit grow rapidly, and the board of Directors considers that the company's share capital scale and equity structure are reasonable, it can propose and implement the stock dividend distribution plan in addition to the cash dividend distribution plan. 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.
4. Period interval of profit distribution
Under the condition of meeting the above cash dividend conditions, the company will actively distribute dividends in cash. In principle, cash dividends will be distributed once a year. The board of directors of the company can propose the company to carry out medium-term cash dividends according to the company's profitability and capital demand. Unless demonstrated and agreed by the board of directors, and approved by the independent directors and the resolution of the board of supervisors, the interval between two dividends shall not be less than six months in principle. （2） Profit distribution of the company in recent three years
1. Profit distribution plan for the last three years
The company attaches importance to the reasonable return to investors, fully considers the long-term development of the company, and implements a sustained and stable profit distribution policy. The company's profit distribution plan and the plan of converting capital reserve into share capital in the last three years are as follows:
(1) 2018 profit distribution plan
On May 17, 2019, the company held the 2018 annual general meeting of shareholders, deliberated and approved the proposal on reviewing the profit distribution plan for 2018, and distributed cash dividends of RMB 0.20 (including tax) and cash of RMB 65354878.56 to all shareholders for every 10 shares based on the total share capital of the company as of December 31, 2018, No capital reserve shall be converted into share capital, no bonus shares shall be given, and the remaining undistributed profits shall be carried forward to the next year. The company's profit distribution plan for 2018 has been implemented.
(2) 2019 profit distribution plan
On May 20, 2020, the company held the 2019 annual general meeting of shareholders, deliberated and approved the proposal on deliberation of 2019 annual profit distribution plan, and distributed cash dividends of RMB 0.40 (including tax) for every 10 shares to all shareholders based on the total share capital of 3267743928 shares as of December 31, 2019, with a total cash distribution of RMB 130709757.12, No capital reserve shall be converted into share capital, no bonus shares shall be given, and the remaining undistributed profits shall be carried forward to the next year. The company's profit distribution plan for 2019 has been implemented.
(3) 2020 profit distribution plan
On May 7, 2021, the company held the 2020 annual general meeting of shareholders and passed the proposal on reviewing the profit distribution plan in 2020. Based on the latest total share capital of the company of 3896783221 shares, the company distributed a cash dividend of RMB 0.50 (tax included) for every 10 shares to all shareholders, with a total cash distribution of RMB 194839161.05, without converting capital reserve into share capital, No bonus shares will be given, and the remaining undistributed profits will be carried forward to the next year. The company's profit distribution plan for 2020 has been implemented.
2. Dividends in recent three years
The cash dividends of the company in recent three years are as follows:
Unit: 10000 yuan
Project 2020 2019 2018
Net profit attributable to common shareholders of listed company 38132.2123503.5321717.69 in the consolidated statement of dividend year
Cash dividend (tax included) 19483.9213070.986535.49
Cash dividends accounted for 51.10%, 55.61% and 30.09% of the net profits attributable to common shareholders of the listed company
The cumulative cash distribution in the last three years totaled 39090.38
The average annual distributable profit attributable to the shareholders of the listed company in the consolidated statements of the last three years was 27784.48
Accounting for 140.69% of the average annual distributable profits attributable to the shareholders of the listed company in the consolidated statements of the last three years
The cash dividends of the company in the last three years comply with the provisions of the CSRC and the articles of association on cash dividends. 5、 The company reminds investors to carefully read the full text of "risk factors" in this prospectus and pay special attention to the following risks (I) performance fluctuation risk caused by wind power policy
In recent years, the rapid development of China's wind power industry has largely benefited from the strong support of the state for the wind power industry in terms of on grid price protection, forced grid connection, forced power purchase and various tax preferential policies. However, with the rapid development of the wind power industry and the increasing maturity of technology, the above-mentioned incentive policies are gradually decreasing. In May 2019, the national development and Reform Commission issued the notice on improving the on grid tariff policy for wind power (fgjg [2019] No. 882), reducing the newly approved onshore wind power guidance price for class I ~ IV resource areas in 2020 that meets the planning and is included in the annual scale management of financial subsidies; The notice also pointed out that since January 1, 2021, the newly approved onshore wind power projects have fully realized parity Internet access, and the state will no longer subsidize.
With the decline of government subsidies for wind power industry, the wind power industry will enter the era of affordable Internet access, and the whole industry will show a rush to install in the short term. In 2020, benefiting from the rush installation effect of wind power, the industry is in a high boom stage, and the company's wind power business revenue and proportion continue to grow. With the adjustment of wind power policy, the company's wind power business may fluctuate, resulting in the risk of sharp decline in the company's operating performance. （2） Risk that new capacity cannot be digested in time as expected
During the reporting period, the issuer produced a small amount of onshore wind power structure products. From January to September 2021, the issuer has signed an onshore wind power structure contract with an amount of about 44 million yuan, but has not actually produced large offshore wind power structure products, The completion and full delivery of the "supporting capacity improvement project of large offshore wind power products" of the raised investment project will enable the company to increase the production capacity of large offshore wind power structure products. It is expected to add 300 sets of stator and rotor products of wind power structure and 270 sets of casting products every year. As of September 30, 2021, the issuer has not produced forging products such as hinge beam and marine curved arm. After the completion and full completion of the project "energy saving and material saving process and equipment improvement project for core components of high-end equipment", the forging process of existing forging products will be improved, At the same time, the company added hinge beam products and marine curved arm products in other forging products except wind turbine main shaft and pipe die, and the production capacity of other forging products increased from about 70000 tons to about 170000 tons, with a production capacity increase of about 140%. Among them, the production capacity of new hinge beam and marine curved arm products was about 20000 tons and 10000 tons respectively. As of September 30, 2021, the issuer has not signed contract orders for hinge beams and marine curved arms. From January to September 2021, the issuer has signed contract orders for other forging products of about RMB 790 million.
In addition, the issuer's large-scale offshore wind power structure products produced by this raised investment project have not obtained the offshore wind power product supplier qualification, product quality certification and relevant orders of some target customers. If the relevant certification of target customers is not obtained after the project is put into operation in the future, there may be some uncertainty in the sales of raised investment products. In addition, with the change of offshore wind power subsidy policy
