Securities code: Hunan Xiangjia Animal Husbandry Company Limited(002982) securities abbreviation: Hunan Xiangjia Animal Husbandry Company Limited(002982) Hunan Xiangjia Animal Husbandry Company Limited(002982)
Hunan XiangjiaAnimal Husbandry Co., Ltd.
(No. 9 Jiashan Road, tiangongshan neighborhood committee, Shimen Economic Development Zone, Hunan)
Prospectus for public issuance of convertible corporate bonds (draft application)
Sponsor (lead underwriter)
(No. 8, Puming Road, China (Shanghai) pilot Free Trade Zone)
March, 2002
Issuer 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 body (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、 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.
2、 United credit rating Co., Ltd. has rated the convertible bonds issued this time and issued the credit rating report of Hunan Xiangjia Animal Husbandry Company Limited(002982) public issuance of A-share convertible corporate bonds. The long-term credit rating of the company is a +, the rating prospect is stable, and the credit rating of this bond is a +. During the duration of this convertible bond, united credit rating Co., Ltd. will conduct regular follow-up rating once a year. If the credit rating of this convertible bond changes due to factors such as the company’s external business environment, itself or the change of rating standards, it will increase the risk of investors and have a certain impact on the interests of investors.
3、 According to Article 20 of the measures for the administration of securities issuance by listed companies, a guarantee shall be provided for the public issuance of convertible corporate bonds, except for companies with audited net assets of no less than 1.5 billion yuan at the end of the most recent period. As of December 31, 2021, the net assets of the Company attributable to the shareholders of the parent company were RMB 1.608 billion. Therefore, the company did not provide guarantee for the issuance of convertible corporate bonds, which requires special attention of investors.
4、 Investors who subscribe for or purchase the bonds or obtain the bonds by other legal means shall be deemed to have agreed to accept and be bound by the bondholders’ meeting rules of the convertible bonds.
5、 Dividend distribution policy and dividend distribution of the company
(I) current profit distribution policy of the company
In the Hunan Xiangjia Animal Husbandry Company Limited(002982) articles of association, the company stipulates the profit distribution policy as follows: “Article 198 when distributing the after tax profits of the current year, the company shall withdraw 10% of the profits into the company’s statutory reserve fund. If the cumulative amount of the company’s statutory reserve fund is more than 50% of the company’s registered capital, it may not be withdrawn.
If the company’s statutory reserve fund is insufficient to cover the losses of previous years, the profits of the current year shall be used to cover the losses before the statutory reserve fund is withdrawn in accordance with the provisions of the preceding paragraph.
After the company withdraws the statutory reserve fund from the after tax profit, it can also withdraw the discretionary reserve fund from the after tax profit after the resolution of the general meeting of shareholders.
The remaining after tax profits of the company after making up the losses and drawing the reserve fund shall be distributed according to the proportion of shares held by shareholders, except for those not distributed according to the proportion of shares held in accordance with the provisions of the articles of association.
If the general meeting of shareholders violates the provisions of the preceding paragraph and distributes profits to shareholders before the company makes up for losses and withdraws legal reserve, shareholders must return the profits distributed in violation of the provisions to the company.
The company’s shares held by the company shall not participate in the distribution of profits.
Article 199 the company’s reserve fund is used to make up for the company’s losses, expand the company’s production and operation or increase the company’s capital. However, the capital reserve will not be used to make up for the company’s losses.
When the statutory reserve fund is converted into capital, the reserved reserve fund will not be less than 25% of the company’s registered capital before the conversion.
Article 200 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 2 months after the general meeting of shareholders is held.
Article 201 the company’s profit distribution policy is:
1. Profit distribution principle
The company implements a continuous, stable and active profit distribution policy, pays attention to the reasonable requirements and opinions of investors, especially small and medium-sized investors, provides reasonable investment returns for shareholders and takes into account the sustainable development of the company.
2. Profit distribution mode
The company distributes profits in cash, shares or other forms permitted by law. The board of directors of the company may propose the company to carry out medium-term cash dividends according to the actual situation of the company’s funds. The specific distribution plan shall be formulated by the board of directors and submitted to the general meeting of shareholders for deliberation and approval.
3. Conditions for cash dividends
(1) The distributable profit of the company in this year (i.e. the remaining after tax profit after the company makes up the loss and withdraws the accumulation fund) is positive;
(2) The net cash flow of the company in this year is positive;
(3) Under the condition of profit in the current year, if the company has no major investment plan or major cash expenditure, it shall distribute dividends in cash. (major investment plans or major cash disbursements refer to the investment events in which the company plans to make foreign investment, purchase assets or purchase equipment in the next 12 months (except for fund-raising projects), and the estimated expenditure reaches or exceeds 10% of the company’s total audited assets in the latest period.)
4. Proportion of cash dividends
On the premise of ensuring the normal operation and long-term development of the company, the annual cash dividend proportion of the company in the next three years shall not be less than 10% of the distributable profits realized by the company in that year in principle.
When paying dividends, 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 can be handled in accordance with the provisions of the preceding paragraph.
5. Period interval of cash dividend
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.
6. Conditions of stock dividend distribution
If the profits distributed by the company in the form of cash dividend in the current year have exceeded 10% of the distributable profits realized in the current year, or the profits to be distributed by the way of cash dividend in the profit distribution plan have exceeded 10% of the distributable profits realized in the current year, the company can distribute the part exceeding 10% of the distributable profits realized in the current year by means of stock dividend.
7. Decision making procedure and mechanism of profit distribution
(1) The profit distribution plan of the company shall be drafted by the president and submitted to the board of directors and the board of supervisors of the company for deliberation, and the independent directors shall give clear independent opinions. After being deliberated and approved by the board of directors and the board of supervisors, the board of directors shall submit it to the general meeting of shareholders of the company for deliberation.
(2) When considering the specific plan of cash dividend, the board of directors shall carefully study and demonstrate the timing, conditions and minimum proportion of the company’s cash dividend, the conditions for adjustment and the requirements of decision-making procedures, and the independent directors shall express clear opinions on this.
(3) 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 general meeting of shareholders deliberates on the specific scheme of cash dividends, it 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.
(4) If the board of directors of the company has not made a profit distribution plan for cash dividends, it shall disclose the reasons for the non cash dividends and the purpose of the funds not used for dividends retained in the company in the periodic report, and the independent directors shall express independent opinions on this.
(5) If the company plans to make profit distribution in the second half of the year, the financial and accounting report of the company shall be audited by an accounting firm qualified to engage in Securities and futures related businesses.
(6) If the company makes profits in the current year but does not put forward a cash distribution plan, the board of directors shall disclose the reasons for not paying cash dividends and the purpose of the funds not used for cash dividends retained in the company in the regular report of the current year, and the independent directors shall express independent opinions on this.
(7) 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 2 months after the general meeting of shareholders is held.
8. Decision making mechanism and procedure of profit distribution adjustment
(1) When the company’s external business environment or its own business conditions change greatly, or it is really necessary to adjust according to investment planning and long-term development needs, the profit distribution policy can be adjusted. The adjusted profit distribution policy shall not violate relevant laws, regulations and relevant provisions of the CSRC.
(2) The adjustment of the company’s profit distribution policy shall be reviewed by the board of directors and the board of supervisors, and the independent directors shall give clear independent opinions. After being deliberated and approved by the board of directors and the board of supervisors, the board of directors shall submit it to the general meeting of shareholders for adoption by special resolution. When the general meeting of shareholders deliberates on the change of profit distribution policy, it shall provide online voting. “
(II) profit distribution of the company in the last three years
The company completed its initial public offering and listing in April 2020. In order to maintain the sustainable development of the company, the undistributed profits accumulated over the years before the listing of the company are mainly used to continue to be put into the production and operation of the company. Therefore, the company did not implement profit distribution in 2018.
According to the proposal on profit distribution in 2019 deliberated and approved by the company’s 2019 annual general meeting of shareholders, the company will distribute cash dividends of 2 yuan (including tax) and 2037 Shanghai Pudong Development Bank Co.Ltd(600000) yuan to all shareholders for every 10 shares based on the total share capital of 101880000 shares, and the remaining undistributed profits will be carried forward to the next year for distribution. The company has completed the profit distribution on July 10, 2020.
On April 7, 2021, the company held the 2020 annual general meeting of shareholders, deliberated and passed the proposal on the profit distribution plan in 2020. Based on the total share capital of 101880000 shares, the company distributed cash dividends of 2 yuan (including tax) and 2037 Shanghai Pudong Development Bank Co.Ltd(600000) yuan to all shareholders for every 10 shares, and the remaining undistributed profits were carried forward to the next year for distribution. The company’s profits distributed in cash in 2020 accounted for 11.68% of the company’s distributable profits in 2020. The company has completed the profit distribution on May 12, 2021. On March 22, 2022, the company held the 9th meeting of the 4th board of directors, deliberated and adopted the proposal on profit distribution plan in 2021. The board of directors of the company plans not to pay cash dividends, mainly because the net cash flow of the company in 2021 is negative, and there is still a large capital demand for projects under construction in the whole industrial chain of the company. The proposal still needs to be submitted to the general meeting of shareholders for deliberation.
To maximize the company’s profits and promote the company’s sustainable development. In addition, at the stage of initial public offering and listing, the company has formulated the proposal on the planning of shareholders’ dividend return after the company’s initial public offering and listing, which was deliberated and approved by the eighth extraordinary general meeting of shareholders in 2018, and the corresponding period covers 20202022.
6、 The company specially reminds investors to pay attention to the following risks in the “risk factors”
(I) risk of epidemic disease in livestock and poultry
During the reporting period, the company’s main business is breeding birds, poultry raising and sales, poultry slaughtering, processing and sales of yellow feather broilers, and plans to expand breeding pigs and pig breeding, slaughtering, processing and sales. Livestock and poultry diseases are one of the main risks faced by breeding enterprises in production and operation. The diseases faced by yellow feather broiler breeding mainly include Newcastle disease and h7n9 epidemic, and the main diseases faced by pig breeding mainly include blue ear disease, African swine fever, etc.
Since the h7n9 epidemic occurred in some provinces and cities in China at the end of 2016, so far, there has been no large-scale outbreak of poultry diseases in China, but there are sporadic and occasional cases in some areas, such as a poultry H5N1 epidemic in Shuangqing District, Shaoyang City, Hunan Province in February 2020 and a wild swan h5n8 epidemic in the Yellow River Delta Nature Reserve, Dongying City, Shandong Province in January 2021; The outbreak of African swine fever since August 2018 has had a great impact on the pig breeding industry. African swine fever has the characteristics of difficult early detection, difficult prevention and high mortality, cross regional pig transportation and after meal food feeding
