Stock abbreviation: Mingxin Automotive Leather Co.Ltd(605068) Stock Code: Mingxin Automotive Leather Co.Ltd(605068) Mingxin Automotive Leather Co.Ltd(605068)
Mingxin Automotive Leather Co., Ltd.
(No. 188, Mingxin Road, Daqiao Town, Nanhu District, Jiaxing City, Zhejiang Province)
Prospectus for public issuance of convertible corporate bonds
Sponsor (lead underwriter)
First Capital Securities Co.Ltd(002797) securities underwriting and recommendation Co., Ltd
(10 / F, Zhuo center, No. 6 wudinghou street, Xicheng District, Beijing)
March, 2002
Statement
All directors, supervisors and senior managers of the company promise that there are no false, misleading statements or major omissions in the prospectus and its abstract, and guarantee the authenticity, accuracy and completeness of the information disclosed.
The person in charge of the company, the person in charge of accounting and the person in charge of the accounting organization (Accounting Supervisor) shall ensure that the financial and accounting reports in the prospectus and its abstract are true and complete.
Any decision made by the securities regulatory authority and other government departments on this issuance does not indicate that it makes a substantive judgment or guarantee on the value of the securities issued by the issuer or the income of the investors. Any statement to the contrary is a false statement.
According to the provisions of the securities law, after the securities are issued according to law, the issuer shall be responsible for the changes in the operation and income of the issuer, and the investors shall be responsible for the investment risks caused by the changes.
Tips on major issues
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 relevant provisions of laws, regulations and normative documents such as the company law, the securities law and the measures for the administration of securities issuance of listed companies, the company meets the relevant provisions of current laws, regulations and normative documents on the public issuance of convertible corporate bonds and meets the conditions for the public issuance of convertible corporate bonds.
2、 On the credit rating of convertible corporate bonds issued this time
China Securities PENGYUAN has carried out credit rating on the convertible bonds and issued the credit rating report. The main credit rating of the company is AA -, the credit rating of the convertible bonds issued this time is AA -, and the rating prospect is stable. The continuous tracking rating of the convertible bonds issued by CSI PENGYUAN includes regular tracking rating and irregular tracking rating once a year. The regular tracking rating is carried out after the issuance of the company’s annual audit report during the duration of the bonds, and the irregular tracking rating is carried out from the date of completion of the first rating report.
3、 The company does not provide guarantee for the issuance of convertible corporate bonds this time
The company’s public issuance of convertible corporate bonds is not guaranteed. Please pay attention to the cashing risk of this convertible corporate bond due to the lack of guarantee.
4、 Formulation and implementation of the company’s profit distribution policy
(I) current profit distribution policy of the company
The company’s main provisions on profit distribution policy in the articles of association are as follows:
1. Profit distribution principle:
The company implements a continuous and stable profit distribution policy. The profit distribution of the company should pay attention to the reasonable and stable investment return to investors, and take into account the long-term and sustainable development of the company.
2. Form and interval of profit distribution:
The company may distribute dividends in cash, stock or a combination of cash and stock. The company will give priority to cash dividend distribution; If the company grows rapidly, dividends can be distributed in the form of stock or cash stock on the basis of considering the actual operation. In principle, the company shall distribute the profits available for distribution annually, and the company can also make interim cash dividends.
3. Conditions for profit distribution
(1) Proportion of cash dividends
Under the condition of meeting the conditions of cash profit distribution, the company will distribute cash profit once a year in principle; If conditions permit, the company can distribute interim cash profit. When the company’s distributable profit in the current year is positive and there is no major investment plan or major cash payment, the profit distributed in cash by the company every year shall not be less than 20% of the distributable profit realized in the current year.
(2) Specific conditions for issuing stock dividends
The company is in good operating condition. The company can put forward a stock dividend distribution plan after meeting the above cash dividends.
If the company distributes profits by cash and stock dividends at the same time, under the condition of meeting the capital needs of the company’s normal production and operation, the company implements differentiated cash dividend policy:
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 can be handled in accordance with the provisions of the preceding paragraph. The general meeting of shareholders authorizes the board of directors to put forward the profit distribution plan of the current year according to the above principles, taking into account the characteristics of the industry, development stage, its own business model, profitability and whether there are major capital expenditure arrangements of the company every year.
4. Review procedures for profit distribution: the profit distribution plan shall be reviewed and approved by the board of directors and the board of supervisors of the company before being submitted to the general meeting of shareholders for review. When the board of directors deliberates the profit distribution plan, it must be approved by more than half of all directors and more than half of the independent directors of the company. When the board of supervisors deliberates the profit distribution plan, it must be approved by more than half of all supervisors.
When the general meeting of shareholders deliberates the profit distribution plan, it must be approved by more than half of the voting rights held by the shareholders attending the general meeting of shareholders; When voting at the general meeting of shareholders, online voting methods shall be provided to shareholders.
When the general meeting of shareholders deliberates on the specific scheme of cash dividend, it shall actively communicate and exchange with shareholders, especially minority shareholders, through various channels, including but not limited to telephone, fax and e-mail communication, fully listen to the opinions and demands of minority shareholders, and timely answer the concerns of minority shareholders.
The board of directors shall formulate a profit distribution plan in combination with the provisions of the articles of association, profitability and capital needs. When formulating a specific plan for cash dividends, the board of directors shall carefully study and demonstrate the timing, conditions and minimum proportion of the company’s cash dividends, adjustment conditions and decision-making procedures, and 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. When the company does not pay cash dividends without special circumstances or due to special circumstances specified in this article, the board of directors shall make a special explanation on the specific reasons for not paying cash dividends, the exact purpose of the company’s retained earnings and the expected investment income. After the opinions of independent directors and the deliberation of the board of supervisors, it shall be submitted to the general meeting of shareholders for deliberation and disclosed on the media designated by the company. The company shall provide online voting, To facilitate minority shareholders to participate in the voting of the general meeting of shareholders.
When the company makes an adjustment to the use plan or principle of retained undistributed profits, it shall be re submitted to the board of directors, the board of supervisors and the general meeting of shareholders for approval in accordance with the above deliberation procedures, and the reasons for the adjustment shall be demonstrated and explained in detail in the relevant proposals, and the independent directors shall express their independent opinions on this.
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 dividend distribution within 2 months after the general meeting of shareholders is held.
5. Adjustment of profit distribution policy: if the company needs to adjust the profit distribution policy due to major changes in the external business environment or its own business conditions, the adjusted profit distribution policy shall not violate the relevant provisions of the CSRC and the stock exchange.
Major changes in the external business environment or their own business conditions refer to one of the following situations:
(1) The laws, regulations and industrial policies formulated by the state have changed significantly, and the company’s operating losses are not caused by the company’s own reasons;
(2) The occurrence of unforeseeable, unavoidable and insurmountable force majeure factors such as earthquake, typhoon, flood and war, which has a significant adverse impact on the company’s production and operation and leads to the company’s operating losses;
(3) After the company’s statutory reserve fund makes up for the losses of previous years, the net profit of the company in that year is still insufficient to make up for the losses of previous years;
(4) Other matters prescribed by the CSRC and the stock exchange.
In the process of adjusting the profit distribution policy, the board of directors of the company shall fully consider the opinions of independent directors, the board of supervisors and public investors. When the board of directors deliberates and adjusts the profit distribution policy, it must be approved by more than half of all directors and more than half of the independent directors of the company; When the board of supervisors considers the adjustment of profit distribution policy, it must be approved by more than half of all supervisors.
The adjustment of profit distribution policy shall be reviewed and approved by the board of directors and the board of supervisors respectively before it can be submitted to the general meeting of shareholders for deliberation. The company should take the protection of shareholders’ rights and interests as the starting point and demonstrate and explain the reasons in detail in the proposal of the shareholders’ meeting. When the general meeting of shareholders deliberates the adjustment of profit distribution policy, it must be approved by more than two-thirds of the voting rights held by the shareholders attending the meeting.
(II) cash dividend distribution of the issuer in the last three years
The profit distribution plan of the company in recent three years is as follows:
According to the 2020 profit distribution plan approved by the 2020 annual general meeting of shareholders, a cash dividend of RMB 0.75 per share (tax included) was distributed to all shareholders based on the total share capital of the company of 166 million shares, with a total cash dividend of RMB 124.5 million (tax included). The above profit distribution plan has been implemented and completed on June 4, 2021. The cash dividends of the company in recent three years are as follows:
Unit: 10000 yuan
Dividend year 20202019 (before listing 2018 (before listing))
Cash dividend amount (tax included) 1245000 —
Net profit attributable to shareholders of the parent company 220510217931691081094
The proportion of cash dividends attributable to the parent company in the current year accounted for 46.56%
The cumulative cash distribution in the last three years after listing is 1245000 yuan in total
Average annual distributable profit in the last three years after listing (note) 2205102
The cumulative cash distribution profit in the last three years after listing accounts for 56.46% of the annual distributable profit
Note: Mingxin Automotive Leather Co.Ltd(605068) was listed on the main board of Shanghai Stock Exchange in November 2020. As of the signing date of this prospectus, Mingxin Automotive Leather Co.Ltd(605068) has been listed for less than three years. According to question 16 of the answers to some questions on refinancing business, for companies that have been listed for less than three years, the calculation criteria of dividend index shall refer to “the average annual profit distributed in cash after listing shall not be less than 10% of the average annual distributable profit after listing”, and the calculation criteria of distributable profit shall refer to “distributable profit refers to the net profit attributable to the parent company in the consolidated statements”.
(III) use arrangement of undistributed profits of the company
The undistributed profits retained by the company are mainly used for the main business. While expanding the existing business scale, the company actively expands new projects, promotes the sustainable development of the company, and finally maximizes the interests of shareholders.
5、 Risks brought to investors’ attention
The company urges investors to carefully read the full text of “section II risk factors” of this prospectus and pay special attention to the following risks:
(I) fluctuation risk of raw material procurement cost
The company’s main products are new automotive interior materials, and the main raw materials are raw leather and chemical materials. Raw materials account for nearly 70% of the product cost, accounting for a relatively high proportion. In recent years, the fluctuation of raw leather price has a great impact on the price of main raw materials of the company, thus affecting the operating performance of the company. As the sales price is confirmed in advance through the nomination letter, if the price of main raw materials fluctuates sharply, resulting in changes in product costs, it will have a great impact on the gross profit margin of the company’s products. Therefore, the price fluctuation of main raw materials will bring uncertainty to the control of production costs and the arrangement of the company’s working capital, which will have an adverse impact on the company’s production and operation and affect the company’s profitability. The company faces the risk that the price fluctuation of main raw materials will affect its operating performance. The company’s raw materials are mainly imported from overseas. If the import tariff increases in the future, it may have an adverse impact on the company’s raw material procurement cost.
(II) performance fluctuation risk
The downstream of the company is the automobile industry. If the automobile industry stagnates or even declines, it may affect the demand of downstream customers for the company’s products. According to the data of China Automobile Industry Association, in 2018, the automobile sales volume in the Chinese market showed the first negative growth in 20 years. Since the fourth quarter of 2020, affected by the global shortage of automotive chips, some vehicle manufacturers have successively announced plans to stop production or reduce production. Russia and Ukraine are the origin of key gases and some raw materials required for global semiconductor production. In early 2022, the situation of Russia Ukraine war may exacerbate the chip crisis. If China’s auto market continues to decline in the future, it may lead to the decline of the company’s product sales and sales revenue, resulting in the risk of decline in the company’s operating performance. At the same time, before 2021, the price of raw leather, the company’s main raw material, continued to decline, and the price of raw leather in some regions was close to the supplier’s cost line. The company has carried out strategic procurement of raw leather according to the market situation. After 2021, the price of raw fur rebounded. If the fur purchased in the early stage has been used up, if the fur price
