Stock abbreviation: Lets Holdings Group Co.Ltd(002398) Stock Code: Lets Holdings Group Co.Ltd(002398) Lets Holdings Group Co.Ltd(002398)
(address: No. 62, Hubin South Road, Siming District, Xiamen)
Abstract of prospectus for public issuance of convertible corporate bonds sponsor (lead underwriter)
(No. 618, Shangcheng Road, China (Shanghai) pilot Free Trade Zone)
April, 2002
Statement
The purpose of the summary of this prospectus is only to provide the public with a brief information about this offering. Before making a subscription decision, investors should carefully read the full text of the prospectus and take it as the basis for investment decisions. The full text of the prospectus is also published on the website of Shenzhen Stock Exchange.
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
When evaluating the convertible corporate bonds issued by the company this time, investors should pay special attention to the following major matters and carefully read the chapter on risk factors in the prospectus. 1、 Notes on the issuance of convertible bonds meeting the issuance conditions
According to the securities law, the measures for the administration of securities issuance of listed companies and other relevant regulations, the company's public issuance of convertible corporate bonds meets the statutory issuance conditions. 2、 On the credit rating of convertible corporate bonds issued this time
According to the credit rating report of Lets Holdings Group Co.Ltd(002398) public issuance of convertible corporate bonds issued by the joint credit rating, the credit rating of Lets Holdings Group Co.Ltd(002398) subject is AA -, the rating prospect is "stable", and the bond credit rating is AA -.
After the convertible corporate bonds issued this time are listed, during the duration of the bonds, united credit will track and rate the credit status of the bonds regularly or irregularly, and issue a tracking and rating report. Regular follow-up rating shall be conducted at least once a year during the duration of the bond. If the credit rating of the convertible 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、 Guarantees for the company's issuance of convertible corporate bonds
The convertible corporate bonds issued this time do not provide guarantee. If the company's operating performance and financial situation 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 bonds issued this time. 4、 Dividend distribution policy and cash dividend of the company
(I) current profit distribution policy of the company
In accordance with the relevant requirements of the notice on further implementing matters related to cash dividends of listed companies and the guidelines for the supervision of listed companies No. 3 - cash dividends of listed companies issued by the CSRC, and in combination with the actual business development and future development needs of the company, the company has revised and improved the provisions on profit distribution in the articles of association. According to Article 156 of the articles of association, the profit distribution of the company shall comply with the following provisions:
1. Basic principles of profit distribution
(1) The company gives full consideration to the return to investors, distributes dividends to shareholders according to a certain proportion of the distributable profits realized in the current year, and abides by the principle of distributing the distributable profits in the consolidated statements and the statements of the parent company, whichever is lower.
(2) The company's profit distribution policy maintains continuity and stability, taking into account the long-term interests of the company, the overall interests of all shareholders and the sustainable development of the company.
(3) The company gives priority to the profit distribution mode of cash dividend.
2. Specific policies for profit distribution
(1) Form of profit distribution: the company distributes dividends in cash, stock or a combination of cash and stock. Among them, priority is given to the distribution of dividends in the form of cash dividends. If the conditions for cash dividends are met, cash dividends shall be used for profit distribution. 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.
(2) Interval of profit distribution period: in principle, the company will distribute profits once a year, and the board of directors of the company can propose to distribute profits in the medium term according to the situation of the company.
(3) Specific conditions and proportion of cash dividends of the company:
On the premise that the company is profitable in the current year and the accumulated undistributed profits are positive and can ensure the continuous operation and long-term development of the company, if the company has no major investment plan or major capital expenditure arrangement, the company shall give priority to distributing dividends in cash. The profit distributed by the company in cash every year shall not be less than 10% of the distributable profits realized in the current year, unless otherwise specified in the profit distribution plan deliberated and approved by the general meeting of shareholders of the company.
The board of directors of the company shall comprehensively consider the characteristics of the company's industry, 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. The above major investment plans or major cash expenditures refer to: the company's planned external investment, acquisition of assets or cumulative expenditure on asset purchase in the next 12 months reaches or exceeds 30% of the company's latest audited net assets, and the absolute amount exceeds RMB 100million.
(4) Specific conditions for the company to issue stock dividends:
The company mainly adopts the profit distribution policy of cash dividend. If the company's operation is good, and the board of Directors believes that the stock price of the company does not match the size of the company's share capital, and the distribution of stock dividend is conducive to the overall interests of all shareholders of the company, it can put forward and implement the stock dividend distribution plan under the condition of meeting the above cash profit distribution conditions.
If the company uses stock dividends for profit distribution, it shall have real and reasonable factors such as the growth of the company and the dilution of net assets per share.
3. Decision making procedure and mechanism of profit distribution scheme
(1) The board of directors of the company shall put forward reasonable dividend suggestions and plans in combination with the company's profitability, capital demand, shareholder return planning and capital demand in the next stage. When the company formulates 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, 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.
(2) Before the general meeting of shareholders deliberates on the specific scheme of cash dividend, the company shall actively communicate and exchange with shareholders, especially small and medium-sized shareholders, through various channels (including but not limited to special line telephone, Secretary mailbox and inviting small and medium-sized investors to attend the meeting), fully listen to the opinions and demands of small and medium-sized shareholders, and timely respond to the concerns of small and medium-sized shareholders.
(3) When the general meeting of shareholders deliberates the profit distribution plan, the company shall provide online voting for shareholders. After the general meeting of shareholders of the company makes a resolution on the profit distribution plan, the board of directors shall complete the distribution of dividends (or shares) within 2 months after the general meeting of shareholders is held.
4. Cycle and adjustment mechanism of corporate profit distribution
(1) The company shall review the shareholder return plan for the next three years at least every three years. In case of force majeure such as war and natural disasters, or changes in the company's external business environment that have a significant impact on the company's production and operation, or major changes in the company's own business conditions, the company can adjust the profit distribution policy as needed.
(2) The company shall strictly implement the cash dividend policy determined in the articles of association and the specific cash dividend plan approved by the general meeting of shareholders. If it is really necessary to adjust or change the cash dividend policy determined in the articles of association according to the changes of the company's development stage, production and operation, investment planning and long-term development needs, it shall meet the conditions specified in the articles of association, perform the corresponding decision-making procedures after detailed demonstration, and be approved by more than 2 / 3 of the voting rights held by the shareholders attending the general meeting of shareholders.
The independent directors and the board of supervisors shall express their opinions on the authenticity, sufficiency and rationality of the reasons for the adjustment or change of profit distribution policies, the authenticity and effectiveness of the review procedures, and whether they meet the conditions specified in the articles of Association; Fully listen to the opinions and demands of minority shareholders and respond to the concerns of minority shareholders in a timely manner. The changed profit distribution policy of the company shall fully consider the interests of shareholders, especially minority shareholders, and comply with relevant laws and regulations and the provisions of the articles of association.
5. Supervision and restraint mechanism of profit distribution policy
(1) If the board of directors of the company fails to make a cash dividend plan when the company is capable of paying cash dividends, it shall explain the reasons for not paying cash dividends, whether the relevant reasons are consistent with the actual situation, the purpose and income of the funds not used for dividends retained in the company, and the independent directors shall express clear and independent opinions on this. When the general meeting of shareholders deliberates the above proposals, it shall facilitate the participation of minority shareholders in decision-making. When the company is able to pay dividends, if the board of directors of the company has not made any profit distribution plan, it shall perform information disclosure with reference to the above procedures, and the independent directors shall express their opinions.
(2) The board of supervisors shall supervise the implementation of the company's profit distribution policy and shareholder return plan and decision-making procedures by the board of directors and management.
(II) shareholder dividend return plan (20212023) formulated by the issuer
In order to improve and perfect the company's scientific, stable and continuous dividend decision-making and supervision mechanism, reasonably and effectively repay shareholders, increase the transparency and operability of profit distribution, and guide investors to establish the concept of long-term value investment and rational investment, according to the notice on further implementing matters related to cash dividends of listed companies issued by China Securities Regulatory Commission In accordance with the provisions of the guidelines for the supervision of listed companies No. 3 - cash dividends of listed companies and the Lets Holdings Group Co.Ltd(002398) articles of association, and taking into account the company's future business development plan, profitability, cash flow status and other factors, the first interim general meeting of shareholders in 2021 held on February 3, 2021 deliberated and adopted the plan for return to shareholders in the Lets Holdings Group Co.Ltd(002398) next three years (20212023) (hereinafter referred to as the "plan"). The details are as follows:
1. Factors considered by the company in formulating shareholder return plan
Based on the company's future development strategy, comprehensively consider the company's profitability, business model, development stage, investment capital demand, cash flow status, social capital cost and external financing environment, balance the investment return of shareholders and the capital needs of the company's future development, and establish a scientific, stable and sustainable profit distribution mechanism to ensure the rationality and continuity of profit distribution.
2. Basic principles of the company's profit distribution policy
(1) On the premise of complying with relevant national laws and regulations and the articles of association, the company will give full consideration to the reasonable investment return to investors, distribute dividends to shareholders according to a certain proportion of the distributable profits realized in the current year, and abide by the principle of distributing the distributable profits in the consolidated statements and the statements of the parent company, whichever is lower.
(2) On the basis of independent and long-term interests of the company and the interests of all shareholders, the board of directors and the board of supervisors shall fully consider the company's profit distribution policies and maintain the sustainability of the company.
(3) The company gives priority to the profit distribution mode of cash dividend.
3. Specific shareholder return plan for 20212023
(1) Form of profit distribution: the company distributes dividends in cash, stock or a combination of cash and stock. Among them, priority is given to the distribution of dividends in the form of cash dividends. If the conditions for cash dividends are met, cash dividends shall be used for profit distribution. 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.
(2) Interval of profit distribution period: in principle, the company will distribute profits once a year, and the board of directors of the company can propose to distribute profits in the medium term according to the situation of the company.
(3) Specific conditions and proportion of cash dividends of the company:
On the premise that the company is profitable in the current year and the accumulated undistributed profits are positive and can ensure the continuous operation and long-term development of the company, if the company has no major investment plan or major capital expenditure arrangement, the company shall give priority to distributing dividends in cash. The accumulated profits distributed by the company in cash in the last three years shall not be less than 30% of the average annual distributable profits realized in the last three years, Unless otherwise specified in the profit distribution plan approved by the general meeting of shareholders, the specific dividend proportion of each year shall be proposed by the board of directors according to the company's annual profit status and future fund use plan.
The board of directors of the company shall comprehensively consider the characteristics of the company's industry, 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) The development stage of the company belongs to the growth stage and has significant changes
