Securities abbreviation: Guangdong Huiyun Titanium Industry Co.Ltd(300891) securities code: Guangdong Huiyun Titanium Industry Co.Ltd(300891) Guangdong Huiyun Titanium Industry Co.Ltd(300891)
Guangdong Huiyun Titanium Industry Co., Ltd.
(address: Liudu Town, yun’an District, Yunfu City)
Prospectus for issuing convertible corporate bonds to unspecified objects
(declaration draft)
Sponsor (lead underwriter)
(address: No. 1, Keyuan South Road, Guancheng District, Dongguan City)
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 and carefully read the chapter on risk factors in this prospectus.
1、 Notes on the issuance of convertible corporate bonds meeting the issuance conditions
According to the securities law, measures for the administration of registration and other relevant regulations, the company’s issuance of convertible corporate bonds to unspecified objects meets the statutory issuance conditions.
2、 On the credit rating of convertible corporate bonds issued this time
The convertible corporate bonds are rated by CSI PENGYUAN. According to the credit rating report of Guangdong Huiyun Titanium Industry Co.Ltd(300891) issuing convertible corporate bonds to unspecified objects issued by CSI PENGYUAN, the credit rating of Guangdong Huiyun Titanium Industry Co.Ltd(300891) subject is AA -, the credit rating of convertible corporate bonds is AA -, and the rating outlook is stable.
During the duration of the convertible corporate bonds issued this time, CSI PENGYUAN will conduct tracking rating at least once a year. 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、 Dividend distribution policies and decision-making procedures of the company
(I) profit distribution policy of the company
According to the company’s current effective articles of association and the proposal on the company’s future dividend return plan (three years after listing) deliberated and approved by the company’s second extraordinary general meeting in 2019, the company’s profit distribution policy is as follows:
1. Profit distribution principle
The company implements a sustained, stable and active profit distribution policy, attaches importance to the reasonable return on investment to investors and takes into account the sustainable development of the company.
2. Profit distribution form
The company distributes profits in cash, shares or other forms permitted by law, and gives priority to cash distribution. On the premise of meeting the conditions of profit distribution, the company shall distribute profits at least once a year. The board of directors of the company may propose the company to carry out medium-term dividend 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.
On the premise that the company’s profits and cash flow meet the company’s normal operation and long-term development, the company will mainly distribute dividends in cash: when it is expected that the company will maintain a good development prospect in the future and the company’s development needs more cash, the company can distribute dividends in the form of stock dividends. The profit distribution of the company shall not exceed the accumulated profit range available for distribution by shareholders, and shall not damage the company’s sustainable operation ability.
3. Conditions and proportion of cash dividend distribution
(1) On the premise that the company is profitable in the current year and the accumulated undistributed profits are positive, and the company can ensure its sustainable operation and long-term development, if the company has no major capital expenditure arrangements, the company shall give priority to distributing dividends in cash, and the annual profit distributed in cash by the company shall not be less than 10% of the profits available for distribution to shareholders in the current year. 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.
(2) When the company is in good operating condition and the board of Directors considers that the company’s earnings per share and stock price do not match the size and structure of the company’s share capital, the company can distribute profits by issuing stock dividends on the premise of meeting the above cash dividend ratio. When determining the specific amount of profit distributed by shares, the company shall fully consider whether the total share capital after profit distribution by shares is compatible with the company’s current business scale and profit growth rate, and consider the impact on the future debt financing cost, so as to ensure that the profit distribution plan is in line with the overall and long-term interests of all shareholders.
(3) The board of directors of 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, the above provisions can be followed. Major capital expenditure events refer to: the cumulative expenditure of the company’s proposed foreign investment, acquisition or purchase of assets in the next 12 months reaches or exceeds 30% of the company’s latest audited net assets or 20% of the total assets.
4. Demonstration of profit distribution scheme
(1) Before the publication of the periodic report, the management and board of directors of the company shall study and demonstrate the profit distribution plan on the premise of fully considering the company’s sustainable operation ability, ensuring the funds required for normal production and operation and business development, and paying attention to the reasonable return on investment to investors.
(2) When formulating specific profit distribution plans, the board of directors of the company shall abide by the profit distribution policies stipulated in relevant Chinese laws, administrative regulations, departmental rules and the articles of association.
(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.
(4) The board of directors of the company shall consult the board of supervisors in advance when formulating and discussing the profit distribution plan. (5) When the board of directors of the company formulates the profit distribution plan, the board of directors of the company can issue a prompt announcement or publicly solicit the opinions of public investors on the profit distribution plan through other channels and methods. Investors can participate in the profit distribution plan through telephone, letter, interactive platform of Shenzhen Stock Exchange, company website, etc. The relevant department of securities affairs of the company shall make records and sort out the opinions of investors and submit them to the board of directors and the board of supervisors of the company; At the same time, the relevant departments of securities affairs of the company shall actively communicate and exchange with the shareholders of the company, especially the small and medium-sized shareholders, fully listen to the opinions and demands of the small and medium-sized shareholders, and timely respond to the concerns of the small and medium-sized shareholders.
(6) When the company is operating well, 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 issuance of stock dividends 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 meeting the above cash dividends.
(7) When formulating and discussing the profit distribution plan, the board of directors of the company 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 shall consult all independent directors in writing in advance. All independent directors shall express clear opinions on this.
5. Procedures for deliberation of profit distribution plan
(1) 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. When the board of directors deliberates the profit distribution plan, it shall be approved by more than half of all directors and more than half of the independent directors. Independent directors shall express independent opinions on the specific plan of profit distribution.
(2) When considering the profit distribution plan, the board of supervisors of the company shall fully consider the opinions of public investors on profit distribution, which shall be adopted by more than half of all supervisors of the board of supervisors.
(3) When deliberating the profit distribution plan, the general meeting of shareholders shall fully listen to the opinions of public shareholders. In addition to setting up on-site meeting voting, it shall also provide online voting system to shareholders for support; The board of directors of the company shall appoint a director to report to the general meeting of shareholders on the demonstration process and decision-making procedures when formulating the profit distribution plan, as well as the opinions of investors sorted out by the relevant department of securities affairs of the company and the relevant information about the exchange and interaction with the shareholders of the company, especially the minority shareholders, on the profit distribution of the company. 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 (including shareholders’ agents) attending the general meeting of shareholders. If the general meeting of shareholders deliberates on the plan of issuing stock dividends or converting provident fund into share capital, it must be approved by more than two-thirds of the voting rights held by the shareholders (including shareholders’ agents) attending the general meeting of shareholders.
(II) shareholder dividend return planning
The company’s profit distribution arrangements for the year of listing and the next two years are as follows:
1. After the company has fully reserved the statutory reserve fund and surplus reserve fund, if there is no major investment plan or major cash expenditure, the company shall pay cash dividends, and the profit distributed in cash every year shall not be less than 10% of the distributable profit realized in the current year. On the premise of ensuring the distribution of cash dividends, the company can distribute profits by increasing stock dividends or convert the reserve fund into share capital.
The above-mentioned major investment plan or major cash expenditure refers to that the cumulative expenditure of the company’s proposed foreign investment, acquisition or purchase of assets in the next 12 months reaches or exceeds 30% of the company’s latest audited net assets or 20% of the total assets.
2. After the end of each fiscal year, the company’s board of directors shall propose a dividend proposal and submit it to the general meeting of shareholders for deliberation and voting.
3. The company accepts the suggestions and supervision of all shareholders, independent directors, supervisors and public investors on the company’s dividend.
4、 Cash dividends of the company in recent three years
Profit distribution plan of the company in recent three years:
2019: no profit distribution was implemented.
Year 2020: Based on the total share capital of 400000000 shares as of December 31, 2020, the company will distribute a cash dividend of 0.75 yuan (including tax) to all shareholders for every 10 shares, with a total cash dividend of 3000000000 yuan.
Year 2021: Based on the total share capital of the company as of December 31, 2021, 40000000 shares, a cash dividend of 1.00 yuan (including tax) was distributed to all shareholders for every 10 shares, totaling 4000000000 yuan.
The cash dividends of the company in recent three years are as follows:
Unit: 10000 yuan
Project 20212020 2019
Net profit attributable to shareholders of listed company 1969766891299981236
Cash dividend amount 40 Fawer Automotive Parts Limited Company(000030) 0000–
The cash dividend of that year accounted for 20.31% and 33.66% of the net profit attributable to the shares of listed companies – the proportion of Dongdong
Note: (1) the company was listed on the gem of Shenzhen Stock Exchange in September 2020, and the dividend policy stipulated in the current articles of association will be implemented after the company is listed; (2) The company’s profit distribution plan for 2021 has been deliberated and approved at the 8th meeting of the 4th board of directors of the company and will be implemented after being deliberated and approved by the general meeting of shareholders of the company.
The company’s accumulated undistributed profits are mainly used for the company’s daily production and operation to support the implementation of the company’s development strategy and sustainable development. Since its listing, the company has implemented cash dividends in accordance with the provisions of the articles of association. In the future, the company will continue to implement cash dividends in strict accordance with the provisions of the articles of association and the corresponding dividend planning. During the reporting period, the company’s cash dividend behavior met the conditions specified in the articles of association, the decision-making procedures were in compliance, and the cash dividend behavior matched the company’s profitability, cash flow status and business development needs.
5、 Guarantee matters 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 convertible bonds may increase the repayment risk due to the failure to provide guarantee.
6、 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)
