Inner Mongolia Dazhong Mining Co.Ltd(001203)
And Guodu Securities Co., Ltd
About Inner Mongolia Dazhong Mining Co.Ltd(001203)
Reply to feedback on application documents for public issuance of convertible bonds
China Securities Regulatory Commission:
In accordance with the requirements of the feedback on the application documents for Inner Mongolia Dazhong Mining Co.Ltd(001203) public issuance of convertible bonds (notice on the feedback on the first review of administrative licensing projects of China Securities Regulatory Commission No. 220109) (hereinafter referred to as the "feedback"), Guodu Securities Co., Ltd. (hereinafter referred to as "sponsor" or "Guodu securities") as a sponsor hired by Inner Mongolia Dazhong Mining Co.Ltd(001203) (hereinafter referred to as " Inner Mongolia Dazhong Mining Co.Ltd(001203) ", "issuer", "company" and "applicant"), together with the issuer and the issuer's lawyer, Beijing Kangda law firm (hereinafter referred to as "issuer's lawyer") The issuer's accountant Zhonghui Certified Public Accountants (special general partnership) (hereinafter referred to as "the issuer's accountant") has carefully checked and studied relevant issues. We hereby explain the relevant feedback with Inner Mongolia Dazhong Mining Co.Ltd(001203) one by one, and the specific reply is as follows:
Unless otherwise specified, the terms, names and abbreviations used in this feedback have the same meanings as those in the prospectus.
The font of this feedback reply is as follows:
The questions listed in the feedback reply are in bold
Feedback reply to the listed questions
Feedback reply supplementary disclosure (BOLD)
catalogue
catalogue 2 question 1 3 question 2 17 question 3 52 question 4 57 question 5 63 question 6 69 question 7 74 question 8 79 question 9 89 question 10 92 question 11 ninety-six
Question 1
About cash dividends. The applicant publicly issued shares and went public in April 2021. After listing, the applicant made a large cash dividend of RMB 603 million in September 2021, and there was a delay in the payment of dividends to some shareholders. At the same time, the convertible bond plans to use the raised fund of RMB 456 million to make up the current and repay the debt. The applicant is requested to: (1) explain the rationality, necessity and decision-making procedures of cash dividends, the reasons for delaying the payment of dividends to some shareholders and the current implementation progress, and whether it complies with the relevant provisions of the answers to some questions about refinancing business; (2) In combination with the company's business scale, business growth, cash flow, pre raised supplementary flow, etc., explain the reasons for this supplementary working capital and the rationality of the scale. Recommendation agencies, accountants and lawyers are invited to give verification opinions.
[reply]
1、 Explain the rationality, necessity and decision-making procedures of cash dividends, the reasons for delaying the payment of dividends to some shareholders and the current implementation progress, and whether it complies with the relevant provisions such as the answers to some questions about refinancing business; one
(I) rationality and necessity of cash dividends
1. The company implements a positive, sustained and stable profit distribution policy
The company implements an active, sustainable and stable profit distribution policy, which attaches importance to the reasonable return on investment to investors and takes into account the actual operation and sustainable development of the company in that year. According to the provisions on profit distribution in the articles of association of the company, under the condition of cash dividend, cash dividend shall be given priority to distribute profits; In principle, the company will pay cash dividends once a year, and the board of directors can propose medium-term cash dividends according to the company's profitability and capital needs; The profit distributed in cash every year shall not be less than 20% (including 20%) of the distributable profit realized in the current year.
The company has always implemented relatively stable dividends. Cash dividends were implemented in 2018 and 2019, with the amounts of 837889 million yuan and 2191402 million yuan respectively, accounting for 40.06% and 51.62% of the net profit attributable to the parent company in the consolidated statements of the year. Due to the issuer's application for IPO listing, the 2019 annual general meeting of shareholders of the issuer deliberated and decided that the undistributed profits accumulated before the completion of IPO shall be shared by new and old shareholders after IPO. Therefore, the issuer did not pay cash dividends in 2020. After the listing of the company, combined with the profitability, cash flow status and business development needs in the first half of 2021, the company conducted a medium-term cash dividend. 1. The data involved in this question are the data in the audit report before retroactive adjustment in accordance with the provisions of the answers to some questions about refinancing business.
The total net profit attributable to the owners of the parent company in 2020 and 2021 was 2214013400 yuan, and the Interim Cash Dividend in 2021 was Shanghai Emperor Of Cleaning Hi-Tech Co.Ltd(603200) 000 yuan, accounting for 27.24% of the total net profit attributable to the owners of the parent company in 2020 and 2021. The scale of medium-term cash dividend in 2021 is in line with the company's consistent stable dividend policy.
2. Cash dividends match the company's profitability, cash flow status and business development needs
Since 2018, the company's dividend statistics are as follows:
Unit: 10000 yuan
Project 20212020 20192018
Net profit attributable to the owner of the parent company 16249696589043842454972091770 profit
Cash dividend (tax included) Shanghai Emperor Of Cleaning Hi-Tech Co.Ltd(603200) 0 - 2191402837889
Net operating cash flow 19181607738638316791343461713
Cash Dividends account for 37.12% - 51.62% and 40.06% of the net profit attributable to the parent company
The average annual cash dividend accounts for 31.82% of the annual available share
Proportion of profit 2
From 2018 to 2021, the net profits attributable to the owners of the parent company were 209177000 yuan, 424549700 yuan, 589043800 yuan and 1624969600 yuan respectively; Cash dividends were 837889 million yuan, 2191402 million yuan, 0 million yuan and 603.2 million yuan respectively; The proportion of net profit attributable to the owners of the parent company is 40.06%, 51.62%, 0% and 37.12% respectively.
In the middle of 2021, the proportion of cash dividends of the company matches the profitability.
From 2018 to 2021, the net cash flow generated by the company's operating activities was 346171300 yuan, 167913400 yuan, 738638300 yuan and 1918160700 yuan respectively. The proportion of the company's cash dividends in the net operating cash flow in 2021 was 31.45%. As of June 30, 2021, the balance of monetary capital of the company is 2464599400 yuan (including 528105500 yuan of monetary capital with restricted use right). After deducting the amount of cash dividends, it can still meet the capital needs of the company's daily operation. The medium-term cash dividend in 2021 will not cause a shortage of working capital, which matches the cash flow situation.
The company's cash dividend is made after comprehensively considering the characteristics of the industry, the current development stage, its own business model, profitability and capital demand, taking into account the long-term and short-term interests of the company, the overall interests of all shareholders and the future development plan of the company. Except for the investment related to the funds raised from the initial public offering, the calculation period of 2 this data is from 2018 to 2021.
Major capital expenditure plans. Therefore, the medium-term dividend in 2021 matches the company's business development.
In conclusion, the company's Interim Cash Dividend in September 2021 is reasonable and necessary to match the company's profitability, cash flow status and business development needs.
(II) relevant decision-making procedures
On August 19, 2021, the issuer held the third meeting of the Fifth Board of directors and the third meeting of the Fifth Board of supervisors, and deliberated and adopted the proposal on the company's profit distribution in the half year of 2021 respectively.
Independent directors expressed independent opinions on this profit distribution, It is considered that "the profit distribution of the company in the half year of 2021 complies with the relevant provisions on profit distribution in the company law, the securities law and the articles of association, and can meet the No. 3 guidance on the supervision of listed companies - cash dividends of listed companies" of the CSRC The minimum cash dividend ratio is required to be legal, compliant and reasonable, which is conducive to protecting the rights and interests of investors, especially the interests of small and medium-sized investors. To sum up, we agree to the proposal of profit distribution for the half year of 2021 and agree to submit the proposal to the third extraordinary general meeting of shareholders of the company in 2021 for deliberation ".
On September 6, 2021, the issuer held the third extraordinary general meeting of shareholders in 2021 and deliberated and approved the profit distribution plan.
The relevant profit distribution plans of the company are formulated and reviewed by the board of directors, and then submitted to the general meeting of shareholders for approval. When formulating the profit distribution plan, the board of directors fully considered the opinions of the independent directors and the board of supervisors, and the decision-making procedures are legal and compliant, in line with the provisions of the articles of association.
(III) reasons for delaying the payment of dividends to some shareholders and current implementation progress
According to the situation statement issued by Zhongxing group, in view of the fact that Zhongxing group has no large capital demand, it is agreed by both parties through consultation that the dividend payable by the issuer to Zhongxing group can be postponed. The dividend payable has been paid in November 2021.
As of the date of this feedback, the issuer has completed the payment of dividends.
(IV) comply with the relevant provisions of the answers to some questions on refinancing business
1. According to the answers to some questions about refinancing business, the company's dividends comply with relevant regulations as follows:
Whether the relevant implementation of the answers to some questions about refinancing business complies with the provisions
Question 16
The cash dividend of the company in the last three years is from 2019 to 2021
Cash dividends of distributable profits in the three fiscal years of the year,
Cash dividends in the last three years refer to the cash dividends of 2191402 million yuan and 0 million yuan respectively in the last three years
The cash of the distributable profit in the fiscal year is divided into yuan and 603.2 million yuan, accounting for the corresponding distributable profit. The interim dividend of the current year is included in the dividend of the current year, accounting for 51.62%, 0% and 37.12% of the total cash
The amount of red is 822340200 yuan, which will be divided into two parts in the middle of 2021
Included in the dividend of 2021.
During the above-mentioned period, the listed company takes cash as the consideration, and the methods of offer and centralized bidding are not applicable. If the company has not repurchased shares in the last three years and is not suitable for repurchasing shares, it shall be regarded as a listed company, and the cash distribution shall be marked in red, which shall be included in the calculation scope of cash dividends in the current year. The distributable profits refer to those belonging to the parent company in the last three fiscal years
The net profits of the investors were 4245497 million yuan, 5890438 million yuan and 16249696 million yuan respectively.
In the annual report, due to the business merger under the same control and the implementation of the company's recent three fiscal years, there are retroactive adjustments for the reasons of business merger due to the new accounting standards and changes in accounting policies under the same control. If the issuer has made retroactive adjustments, the net profit before retroactive adjustment is the basis for the calculation of cash dividend proportion, and the net profit before retroactive adjustment is the basis for the calculation of cash dividend proportion. For a company that has undergone major asset restructuring in the last three years, the amount of cash dividends shall be that of a listed company. As of the date of this report, the company has not experienced any major actual dividends in the last three years, excluding the large asset restructuring of related assets; The company has been listed for less than three years, and the dividends paid to the original shareholders before the company is listed. The dividend amount of the listing fund accounts for less than three years of the company that belongs to the parent company in the consolidated statements of the current period. Refer to "the ratio of the company's net profit in the year after listing is 37.12%, which is not less than the profit distributed in cash, which is not less than 10% of the average annual distributable profit realized after listing, and 10% of the average annual distributable profit realized after listing"
