Guangzhou Wahlap Technology Corporation Limited(301011)
GuangZhou Wahlap Technology Co.,Ltd.
(floor 1-8, No. 28, Lianyun erheng Road, Shiqi Town, Panyu District, Guangzhou)
Issue convertible corporate bonds to unspecified objects
Prospectus
(declaration draft)
Stock abbreviation: Guangzhou Wahlap Technology Corporation Limited(301011)
Stock Code: Guangzhou Wahlap Technology Corporation Limited(301011)
Registered address: No. 28, Lianyun erheng Road, Shiqi Town, Panyu District, Guangzhou (floors 1-8)
Sponsor (lead underwriter)
Date of signing the prospectus: April, 2002
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
When evaluating the convertible corporate bonds issued by the company this time, investors should pay special attention to the following major matters: first, the statement that the issuance of convertible corporate bonds meets the issuance conditions
According to the securities law, the measures for the administration of securities issuance registration of companies listed on the gem (for Trial Implementation) and other relevant laws and regulations, the company’s issuance of convertible corporate bonds (hereinafter referred to as “convertible bonds” and “current convertible bonds”) to unspecified objects meets the legal issuance conditions. 2、 On the credit rating of convertible corporate bonds issued by the company this time
The convertible corporate bonds issued by the company are rated by China Securities PENGYUAN credit evaluation Co., Ltd. according to the credit rating report on issuing convertible corporate bonds to unspecified objects in Guangzhou Wahlap Technology Corporation Limited(301011) 2022 issued by China Securities PENGYUAN credit evaluation Co., Ltd. [2022] Z [135], the credit rating of Guangzhou Wahlap Technology Corporation Limited(301011) subject is a +, the credit rating of convertible corporate bonds this time is a +, and the rating prospect is stable.
During the duration of this convertible corporate bond, CSI PENGYUAN credit rating Co., Ltd. shall conduct tracking rating at least once a year. If the credit rating of the convertible bonds is reduced due to 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、 The company does not provide guarantee for the issuance of convertible corporate bonds this time
The company did not provide guarantee measures for the issuance of convertible bonds this time. If there are events that have a significant negative impact on the company’s operation and management and solvency during the duration of convertible bonds, the risk of convertible bonds may be increased due to the failure to provide guarantee. 4、 Dividend distribution policy and cash dividend ratio of the company (I) current profit distribution policy of the company
According to the company’s current effective articles of association and shareholder return plan for the next three years (20222024), the company’s profit distribution policy is as follows:
1. The company shall pay attention to the reasonable investment return to investors, especially small and medium-sized investors, and formulate a sustained and stable profit distribution policy.
2. Profit distribution form
The company may distribute dividends to investors in the form of cash, stocks or a combination of cash and stocks. On the premise of ensuring the normal operation of the company, cash dividends are preferred. Under the condition of cash dividend, the company shall distribute profits by means of cash dividend.
3. Profit distribution conditions and proportion
(1) Conditions and proportion of cash distribution: on the premise that the company’s profit and accumulated undistributed profit of the current year are positive and the company can continue to operate and develop for a long time, if the company has no major investment plan or major cash expenditure, the company shall give priority to distributing dividends in cash, and the profit distributed in cash by the company every year shall not be less than 10% of the distributable profit realized in the current year, The accumulated profits distributed by the company in cash in the last three years shall not be less than 30% of the annual distributable profits realized in the last three years. The specific dividend proportion of each year shall be drawn up by the board of directors according to the company’s operating conditions and relevant regulations, and submitted to the general meeting of shareholders for deliberation and decision.
Major investment plans and major cash expenditures refer to the cumulative expenditures of the company’s planned foreign investment, acquisition of assets or purchase of equipment in the next 12 months that exceed 30% of the net assets of the company’s latest audited consolidated statements, except for the implementation of investment projects with raised funds.
When formulating the profit distribution plan, the board of directors shall comprehensively consider the company’s industry characteristics, development stage, its own business model, profitability, and whether there are major capital expenditure arrangements to formulate the company’s profit distribution policy. The profit distribution plan follows the following principles:
1) If the development stage of the company is mature and there is no major investment plan or major cash expenditure arrangement, the minimum proportion of cash dividends in the profit distribution plan shall reach 80%.
2) If the development stage of the company is mature and there are major investment plans or major cash expenditure arrangements, the minimum proportion of cash dividends in the profit distribution plan shall reach 40%.
3) In the development stage of the company, if it is in the growth stage and there are major investment plans or major cash expenditure arrangements, the proportion of cash dividends in the profit distribution plan shall at least reach 20%.
4) If the development stage of the company is not easy to distinguish, but there are major investment plans or major cash expenditure arrangements, the minimum proportion of cash dividends in the profit distribution plan shall reach 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.
(2) Conditions of stock dividend distribution: under the condition of ensuring the minimum cash dividend ratio, when the company is in good operating condition, 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 a stock dividend distribution plan under the condition of ensuring the minimum cash dividend ratio.
4. Period interval of profit distribution
On the condition that the profit distribution is satisfied, the company will distribute the profit once a year. The company can make interim dividends according to the profitability and capital demand. The specific form and distribution proportion shall be formulated by the board of directors according to the company’s operating conditions and relevant regulations and submitted to the general meeting of shareholders for deliberation and decision.
5. Company profit distribution decision-making procedure
(1) In the process of demonstrating the profit distribution plan, the board of directors of the company shall fully discuss with independent directors and supervisors, put forward and formulate the profit distribution plan of the company on the basis of considering the continuous, stable and scientific return to all shareholders according to the company’s profitability, capital demand and shareholder return plan and in combination with the relevant provisions of the articles of association. Independent directors can solicit the opinions of minority shareholders, put forward dividend proposals and directly submit them to the board of directors for deliberation.
After the company’s board of directors deliberates and approves the profit distribution plan, the profit distribution matters can be submitted to the general meeting of shareholders for deliberation. The profit distribution plan reviewed by the board of directors shall be approved by more than half of all directors and more than half of independent directors. Independent directors shall express independent opinions on the specific plan of profit distribution.
(2) The board of supervisors shall review the specific profit distribution plan proposed by the board of directors and adopt it by more than half of all supervisors of the board of supervisors. At the same time, the board of supervisors shall supervise the implementation of the company’s dividend policy and shareholder return planning and decision-making procedures by the board of directors and management.
(3) Before the general meeting of shareholders deliberates on the specific scheme of cash dividend, it shall fully listen to the opinions and demands of minority shareholders through various channels (telephone, fax, e-mail and investor relations interactive platform), and immediately respond to the concerns of minority shareholders.
The general meeting of shareholders shall vote on the profit distribution plan proposed by the board of directors in accordance with laws, regulations and the articles of association.
(4) If the board of directors does not propose a profit distribution plan in cash when the conditions for cash dividends are met in the current year, the reasons shall be disclosed in the periodic report, and the independent directors shall express independent opinions on it. At the same time, when convening the general meeting of shareholders, the company shall provide the online voting mode of the general meeting of shareholders to facilitate the minority shareholders to participate in the voting of the general meeting of shareholders.
6. Adjustment conditions and procedures of profit distribution policy
If the company needs to adjust the profit distribution policy according to the production and operation, investment planning and long-term development needs, the adjusted profit distribution policy shall not violate the relevant provisions of the CSRC and the stock exchange. The proposal on adjusting the profit distribution policy shall be submitted to the general meeting of shareholders for deliberation after being approved by more than half of all directors, more than half of independent directors and more than half of all supervisors of the board of supervisors, Independent directors shall express independent opinions on the adjustment or change of profit distribution policies.
The proposal on adjusting the profit distribution policy shall be approved by more than two-thirds of the voting rights held by the shareholders attending the general meeting of shareholders, and the general meeting of shareholders shall be held by online voting at the same time.
7. If a shareholder illegally occupies the company’s funds, the company shall deduct the cash dividend distributed by the shareholder to repay the funds occupied.
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. (II) profit distribution of the company in the last three years
1. Profit distribution plan for the last three years
From 2019 to 2020, the company has not been listed on the gem and has not made profit distribution.
Profit distribution plan for 2021: Based on the total share capital of 86800000 shares on December 31, 2021, a cash dividend of 2 yuan (including tax) will be distributed for every 10 shares, and it is expected to distribute 173 Shanghai Pudong Development Bank Co.Ltd(600000) 0 yuan (including tax). The remaining undistributed profits will be carried forward to subsequent years; 3 shares will be added to all shareholders for every 10 shares by converting capital reserve into share capital, and 26040000 shares are expected to be added. No bonus shares will be given this time. The profit distribution plan of the company can only be implemented after being submitted to the general meeting of shareholders for deliberation and approval.
2. Cash dividends in recent three years
Unit: 10000 yuan
Dividend year 20212020 2019 (unlisted) (unlisted)
Cash dividend amount (tax included) 173600 —
Net profit attributable to shareholders of the parent company 525350460583597691
The proportion of cash dividends in the net profit attributable to the shareholders of the parent company in the current year is 33.04% —
The cumulative cash distribution in the last three years after listing totaled 173600
Average annual distributable profit in the last three years after listing (note) 525350
The cumulative cash distribution profit in the last three years after listing accounts for 33.04% of the annual distributable profit
The company was not listed on the gem until March 1, 2021. 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”. Note 2: the profit distribution plan of the company in 2021 must be submitted to the general meeting of shareholders for deliberation and approval before implementation.
3. Use arrangement of undistributed profits of the company
The undistributed profits retained by the company are mainly used for the main business, expanding the existing business scale and promoting the sustainable development of the company. 5、 Special risk tips
The company reminds investors to carefully read the full text of “risk factors” in this prospectus and pay special attention to the following risks: (I) the risk of public health emergencies
After the outbreak of New Coronavirus pneumonia, China’s government has taken effective measures to curb the epidemic. The epidemic has been effectively controlled. However, the epidemic will have a phased impact on China’s economy, especially on retail and consumer industries. The company’s amusement park operation service and Chinese amusement park customers have suspended business for many times to avoid the spread of the epidemic.
The specific impact of covid-19 epidemic on the company’s business is as follows: on the one hand, the company’s resumption schedule is delayed or cannot be fully resumed, which affects the order quantity of downstream amusement park operators. In the short term, the company’s order for game and entertainment equipment will be reduced or delayed, and the time for new product development and introduction into the market will be delayed. On the other hand, the company’s amusement park and Chinese operator customers delayed opening due to the epidemic, which had a certain impact on the company’s operating performance.
(II) risk of goodwill impairment
The company acquired 100% equity of Guangzhou Keyun in December 2018. The acquisition was a business merger not under the same control. The company recognized the difference between the merger cost and the fair value of identifiable net assets of 535037 million yuan as goodwill. The company conducted goodwill impairment test in accordance with the requirements of accounting standards for Business Enterprises No. 8 – asset impairment, and accrued 7.7226 million goodwill impairment reserves in 2021
