Stock abbreviation: Guangdong Lyric Robot Automation Co.Ltd(688499) Stock Code: Guangdong Lyric Robot Automation Co.Ltd(688499) Guangdong Lyric Robot Automation Co.Ltd(688499)
Guangdong Lyric Robot Automation Co., Ltd.
(No. 4, Xinpeng Road, Ma'an Town, Huicheng District, Huizhou)
Prospectus for issuing convertible corporate bonds to unspecified objects (Revised)
Sponsor (lead underwriter)
Address: No. 8, Puming Road, China (Shanghai) pilot Free Trade Zone
April, 2002
Issuer 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 the accounting organization shall ensure that the financial and accounting materials 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 integrity 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 the price of securities after the issuance of securities according to law.
Tips on major issues
The company specially reminds investors to pay full attention to the following major matters, carefully read the text of this prospectus, and pay special attention to the following important matters.
1、 The risk that the convertible bonds held by the company's convertible bond investors who do not meet the appropriateness requirements of the stock investors of the science and innovation board cannot be converted into shares
The company is a listed company on the science and innovation board. The investors who issue convertible corporate bonds to unspecified objects this time and participate in the conversion of convertible bonds into shares shall meet the suitability management requirements of stock investors on the science and innovation board. If the holders of convertible bonds fail to meet the requirements for the appropriateness management of stock investors on the science and innovation board, the holders of convertible bonds will not be able to convert their convertible bonds into company shares.
The company has set redemption terms for this issuance of convertible bonds, including maturity redemption terms and conditional redemption terms. The maturity redemption price is determined by the board of directors authorized by the general meeting of shareholders (or the person authorized by the board of directors) through consultation with the sponsor (lead underwriter) according to the market conditions at the time of issuance, and the conditional redemption price is the face value plus the accrued interest for the current period. If the holders of the company's convertible bonds fail to meet the requirements for the appropriateness of the stock investors of the science and innovation board, when the convertible bonds they hold are facing redemption, considering that the convertible bonds they hold cannot be converted into the company's shares, if the redemption price determined by the company according to the redemption terms agreed in advance is lower than the price (or cost) for the investors to obtain the convertible bonds, the investors are at risk of losses due to the low redemption price.
The company has set up repurchase terms for convertible bonds issued this time, including conditional repurchase terms and additional repurchase terms. The repurchase price is the face value of the bonds plus the accrued interest of the current period. If the holders of the company's convertible bonds fail to meet the appropriateness requirements of the stock investors of the science and innovation board, and on the premise of meeting the resale terms, the holders of the company's convertible bonds require the resale of all or part of the convertible bonds held by them to the company at the price of the face value of the bonds plus the accrued interest of the current period, the company will face greater capital pressure on the resale and cashing of convertible corporate bonds, and there is a risk of affecting the production and operation of the company or the normal implementation of raised investment projects.
2、 On the credit rating of convertible corporate bonds issued this time
The convertible bonds issued this time are rated by CSI PENGYUAN. According to the credit rating report issued by CSI PENGYUAN, the long-term credit rating of Guangdong Lyric Robot Automation Co.Ltd(688499) subject is a +, the credit rating of this convertible bond is a +, and the rating outlook is stable. During the duration of this convertible bond, CSI PENGYUAN will conduct tracking rating at least once a year. If the credit rating of convertible bonds is reduced due to factors such as external business environment, the company's own situation or changes in rating standards, it will increase the investment risk of investors and have a certain impact on the interests of investors.
3、 The company does not provide guarantee for the issuance of convertible corporate bonds this time
There is no guarantee for the issuance of convertible corporate bonds to unspecified objects. Please pay attention to the cashing risk of this convertible corporate bond due to the lack of guarantee.
4、 The company specially draws investors' attention to the following risks in the "risk factors"
The company urges investors to carefully read the full text of "risk factors" in this prospectus and pay special attention to the following risks:
(I) fluctuation risk of downstream lithium battery industry
During the reporting period, the company's main business income mainly came from equipment in the field of lithium batteries, and the sales income was 7765668 million yuan, 11893997 million yuan and 21367907 million yuan respectively, accounting for 87.46%, 84.03% and 91.89% of the main business income respectively.
In recent years, with the promotion of national policies and the renewal and iteration of technology, new energy vehicles have been popularized rapidly, and the demand for emerging consumer electronics has increased rapidly. The continuous expansion of production capacity of lithium battery enterprises has driven the rapid growth of demand for lithium battery manufacturing equipment.
With the gradual weakening of policy support for China Shanxi Guoxin Energy Corporation Limited(600617) automobile industry and entering the mature stage from the promotion stage, the power lithium battery industry will also undergo structural adjustment in the future, and the lithium battery capacity with backward technology will be phased out; In addition, the consumer electronics industry also has the risk of cyclical fluctuations. If the company cannot continue to maintain close cooperation with downstream lithium batteries with advanced technology and maintain high-quality customer groups, the fluctuation of downstream lithium battery industry will have an adverse impact on the company's operating performance.
(II) risks of investment projects with raised funds
1. Risk of capacity digestion and profit failure of raised projects
The construction time of the company's current fund-raising and investment project and the previous IPO fund-raising and investment project coincide with the time of reaching production capacity. The total planned income of reaching production capacity twice is 3.946 billion yuan, which is 1.69 times the income realized in the last year. When determining the two raised investment projects, the company carefully considered the market development, industry competition, actual needs of customers, the company's technical strength and other factors, and fully investigated and analyzed the industrial policy, project progress and other factors. The construction of raised investment project is a systematic project with long cycle and many links. In the process of construction, if there are major adverse changes in downstream market demand and industrial policies, market development is blocked and the competitiveness of the company is reduced, it will affect the digestion of the new capacity of the two raised investment projects or lead to the profit of the raised investment project not reaching the expectation, and then affect the overall performance of the company.
2. Depreciation and amortization risk of new long-term assets
The company's previous and current fund-raising investment projects involve large investment in long-term assets. After all of them are put into use, it is expected that the annual new depreciation and amortization amount will be about 666718 million yuan, which is a large increase compared with the depreciation and amortization amount included in the cost in the latest year.
As it takes a certain time for the project invested with raised funds to generate economic benefits, the new depreciation and amortization charges will have a certain impact on the company's operating performance during the construction period and the initial stage of production. If the market situation changes, the new capacity invested by the two raised funds cannot be fully digested, or the project income does not meet the expectations, the company will face the risk of decline in net profit due to the large increase in depreciation and amortization.
(III) risk of decline in gross profit margin
During the reporting period, the gross profit margin of the company's lithium battery whole line equipment was 64.38%, 19.55% and 10.00% respectively, which was lower than the gross profit margin of its main business during the reporting period. The main reason was that the downstream procurement of the whole line had not yet formed a large-scale procurement during this period, and there were great differences in the process, technology and subsequent rectification requirements of the whole line equipment of different customers, resulting in great differences in pricing and gross profit margin. In the future, with the increasing demand of downstream lithium battery manufacturers for the whole line of equipment and the production of the company's raised investment projects, the improvement of the whole line of lithium battery sales will have a great impact on the gross profit margin of the company's main business. If the company's whole line products are not standardized and large-scale, the gross profit margin of the whole line equipment is still low, and there is a risk of decline in the gross profit margin of the company's main business.
(IV) risk of negative net cash flow from operating activities
During the reporting period, the net cash flows from the company's operating activities were -912148 million yuan, -1180826 million yuan and 122961 million yuan respectively. With the continuous expansion of the company's business scale, the downstream industry mostly adopts phased payment and bill settlement, and the sales payment progress is lagging behind the sales progress of the product, while the input of raw materials and personnel expenditure is relatively advanced, which leads to the small or negative cash flow of the company's operating activities. With the substantial growth of the company's order scale and the expansion of production scheduling scale, there is still a negative risk in the company's net cash flow from operating activities.
The net cash flow generated by the company's operating activities is small or negative, which will cause a large short-term operation and debt repayment capital gap, and may face greater capital pressure.
5、 Measures and commitments to fill immediate returns
For the specific contents of the measures and commitments to fill the immediate return, see "(II) important commitments and performance made in this offering" in "v. commitments and performance" of "section IV basic information of the issuer" of this prospectus.
6、 Shareholders holding more than 5% shares, directors, supervisors and senior managers of the company participated in the subscription of convertible bonds
(I) subscription of shareholders holding more than 5%
According to the register of shareholders provided by zhongdeng company, as of December 31, 2021, except for the Guangdong Lyric Robot Automation Co.Ltd(688499) investment of the controlling shareholder, the issuer has no other shareholders holding more than 5% of the shares individually or jointly.
According to the commitment of subscription and reduction of convertible bonds issued by Guangdong Lyric Robot Automation Co.Ltd(688499) investment, the controlling shareholder of the company, the shareholder will participate in the issuance and subscription of convertible bonds. The commitments are as follows:
"1. The unit promises to participate in the subscription of this convertible bond issuance. If the subscription is successful, the unit will strictly abide by the provisions of the securities law of the people's Republic of China, the measures for the administration of convertible corporate bonds and other laws and regulations on stock and convertible bond transactions, and will not make plans or arrangements to reduce the issuer's shares or convertible bonds from six months before the subscription of this convertible bond to six months after the completion of this convertible bond issuance.
2. The unit voluntarily makes the above commitments and is bound by them. If the unit violates the above commitments, it will bear the resulting legal liabilities according to law. If losses are caused to the issuer and other investors, the unit will be liable for compensation according to law.
3. If the applicable laws, regulations, normative documents, policies and the requirements of the securities regulatory authority change after the issuance of this letter of commitment, the unit promises to automatically apply the changed laws, regulations, normative documents, policies and the requirements of the securities regulatory authority. "
(II) subscription of directors, supervisors and senior managers of the issuer
Zhou Junxiong, Zhou Junjie, Lu Jiahong, Gao Xuesong, Du Yixian, Huang Yongping and Su zengreng, the directors, supervisors and senior managers of the company, promised to participate in the issuance and subscription of convertible bonds, and issued a commitment on the subscription and reduction of convertible bonds. The commitments are as follows:
"1. I promise to subscribe directly or / and indirectly through the shareholding platform for this convertible bond. If the subscription is successful, I and my spouse, parents and children will strictly abide by the securities law of the people's Republic of China and the measures for the administration of convertible corporate bonds And other laws and regulations on the trading of stocks and convertible bonds, no plan or arrangement for reducing the issuer's shares or convertible bonds shall be made from six months before the subscription of convertible bonds to six months after the issuance of convertible bonds.
2. I voluntarily make the above commitment and accept the commitment. If I, my spouse, parents and children violate the above commitments, I will bear the resulting legal liabilities according to law. If losses are caused to the issuer and other investors, I will be liable for compensation according to law.
3. If the applicable laws, regulations, normative documents, policies and the requirements of the securities regulatory authority change after the issuance of this letter of commitment, I promise to automatically apply the changed laws, regulations, normative documents, policies and the requirements of the securities regulatory authority. "
The commitment issued by Lu Deming, Yan Qingdong and Liu Dongjin, the independent directors of the company, who promise not to participate in the issuance and subscription of convertible bonds, is as follows:
"1. I promise that I will not participate in the issuance and subscription of convertible bonds, nor will I entrust other subjects to participate in the issuance and subscription of convertible bonds;
2. If I violate the above commitments, I will bear the resulting legal liabilities according to law;
3. I will strictly abide by the securities law of the people's Republic of China, the measures for the administration of convertible corporate bonds and other relevant provisions. "
catalogue
The issuer declares that 1. Tips on major issues 2 I. The risk that the convertible bonds held by the company's convertible bond investors who do not meet the appropriateness requirements of the stock investors of the science and innovation board cannot be converted into shares 2. Credit rating of convertible corporate bonds issued this time 2 III. The company does not provide guarantee for the issuance of convertible corporate bonds this time 3 IV. the company specially draws investors' attention to the following risks in the "risk factors" 3 V. measures and commitments on filling the immediate return 5 VI. the participation of shareholders holding more than 5% of the company's shares, directors, supervisors and senior managers in the subscription of convertible bonds 5 catalog Section 1 interpretation 11 I. Basic terms 11. Professional terms Section II overview of this offering 16 I. Basic information of the issuer 16 II. Basic information of this offering 16 III. basic terms of this offering 19 IV. relevant institutions of this issuance 25 v. the subscriber promises that 27 VI. default of the issuer 27 VII. Relationship between the issuer and relevant institutions of this issuance Section 3 risk factors 31 I. fluctuation risk of downstream lithium battery industry 31 II. Risks of investment projects with raised funds 31 III. financial risks 32 IV. risk of decline in operating performance caused by share based payment 33 v. high customer concentration and risk of dependence on the largest customer
