2022 1 12
statement
The issuer will perform the obligation of information disclosure in a timely and fair manner. The issuer and all its directors, supervisors, senior managers or personnel performing the same duties guarantee that the information disclosure in the prospectus is true, accurate and complete, and there are no false records, misleading statements or major omissions.
The lead underwriter has verified the prospectus and its abstract, confirmed that there are no false records, misleading statements and major omissions, and assumed corresponding legal liabilities for its authenticity, accuracy and completeness. The issuer promises not to directly or indirectly subscribe for the bonds issued by itself during the issuance of current bonds. The interest rate or price of bond issuance shall be determined by inquiry, agreement pricing, etc. the issuer will not manipulate the issuance pricing, operate in a dark box, seek illegitimate interests or transfer interests to other relevant stakeholders by means of holding on behalf of others, trust, etc., provide financial assistance to investors participating in the subscription directly or through other stakeholders, and will not implement other actions that violate fair competition Acts of undermining market order.
If the issuer has directors, supervisors, senior managers, shareholders with a shareholding ratio of more than 5% and other related parties to participate in the subscription of the bonds, the issuer will disclose the relevant subscription in the announcement of issuance results. The registration or examination of bond issuance by CSRC and Shenzhen Stock Exchange does not represent any evaluation of the investment value of bonds, nor does it indicate any judgment on the investment risk of bonds. Investors who wish to subscribe for the bonds shall carefully read the full text of this prospectus and relevant information disclosure documents, independently analyze the authenticity, accuracy and completeness of information disclosure, independently judge the investment value and bear any investment risks related thereto.
Investors who subscribe for or hold the bonds shall be deemed to agree to the rights and obligations in the prospectus, including the bond trustee agreement, the rules of the bondholders’ meeting and other relevant agreements on the rights and obligations of the issuer, bondholders, bond trustee and other subjects in the bond prospectus.
The issuer promises to perform its obligations and accept the supervision of investors in accordance with laws and regulations and the provisions of this prospectus.
Tips on major events
Investors are invited to pay attention to the following major issues and carefully read the relevant chapters such as “risk factors” in this prospectus.
1、 Basic financial information of the issuer
Before the issuance of the bonds, the issuer’s net assets at the end of the latest period were 5880.4953 million yuan (total shareholders’ equity in the consolidated statements as of September 30, 2021). From January to September 2021, the issuer realized a net profit attributable to the owners of the parent company of 103.3087 million yuan. As of September 30, 2021, the asset liability ratio of the issuer’s parent company was 63.82%, and the asset liability ratio under the consolidated criteria was 75.26%. Prior to the listing of the bonds, the issuer achieved an average annual distributable profit of RMB 316.9591 million in the last three fiscal years (the average net profit attributable to the owner of the parent company in the consolidated statements of 2018, 2019 and 2020). It is reasonably estimated that the annual distributable profit realized in the last three fiscal years shall not be less than 1.5 times the one-year interest of the bonds. The issuer’s financial indicators before the issuance of the current period comply with relevant regulations.
2、 Rating situation
The main body rating of the bonds of this period is AA and the debt rating is AA. Within the validity period of the credit rating report (one year from the date of issuance of the credit rating report), China Chengxin international credit rating Co., Ltd. will continue to pay attention to the issuer’s operation and management status, external business environment and information related to the bonds of this period. In case of major events, China Chengxin international credit rating Co., Ltd. will start the irregular tracking rating procedure for the bonds, and the issuer shall provide corresponding materials according to the rating agreement. The irregular follow-up rating report and rating results of China Chengxin international credit rating Co., Ltd. will be disclosed in accordance with relevant regulations.
3、 Terms involving rights
The current bonds have the issuer’s redemption option: the issuer has the right to decide to exercise the redemption option at the end of the second year of the duration of the current bonds. The issuer will issue an announcement on whether to exercise the redemption option through the information disclosure media designated by the CSRC on the 30th trading day before the interest payment date of the second interest bearing year of the current bonds. If the issuer decides to exercise the redemption option, the current bonds will be deemed to be fully matured in the second year, and the issuer will redeem all the current bonds from the investors at the face value plus the last interest. The redeemed principal plus the interest of the second interest bearing year shall be paid together on the cashing date. The issuer will count the list of bondholders in accordance with the relevant provisions of the current bond registration authority and handle it in accordance with the relevant provisions of the securities registration authority. If the issuer fails to exercise the redemption option, the bonds will continue to exist in the third year.
The current bonds have the issuer’s option to adjust the coupon rate: if the issuer waives the redemption option at the end of the second year, the issuer has the right to decide whether to adjust the coupon rate of subsequent periods at the end of the second year of the duration of the current bonds. On the 30th trading day before the interest payment date of the second interest bearing year of the current bonds, the issuer will issue an announcement on abandoning the exercise of the redemption right through the information disclosure media designated by the CSRC, and will also issue an announcement on whether to adjust the coupon rate, adjustment method and adjustment range of the current bonds on the information disclosure media designated by the CSRC. If the issuer does not exercise the option to adjust the coupon rate, the coupon rate of the subsequent term of the bonds will remain unchanged.
The current bonds are provided with investors’ repurchase option: after the issuer issues an announcement on whether to adjust the coupon rate and adjustment range of the current bonds, the investors have the right to choose to repurchase all or part of the current bonds held by them to the issuer according to the face value before the interest payment date of the second interest bearing year. The interest payment date of the second interest bearing year of the bonds is the resale payment date. The company will complete the resale payment in accordance with the relevant business rules of Shenzhen Stock Exchange and registration authority. 4、 Risk of large cash expenditure and negative operating cash flow
During the reporting period, the net cash flow from the issuer’s operating activities was -1084676700 yuan, – 1447374900 yuan, 1713304700 yuan and 349675000 yuan respectively. The net cash flow from the issuer’s operating activities in 2018-2019 was negative, mainly due to the issuer’s large amount of payments for the purchase of land reserves and the construction of new international projects. On the one hand, with the increase of the issuer’s new construction and international engineering contracting projects under construction, the issuer’s cash flow expenditure on operating activities is large; On the other hand, the development cycle of real estate projects is long, from the purchase of land, the payment of project construction costs to the return of funds from housing sales, and the return of funds lags behind the capital expenditure. In 2019, the issuer’s net cash flow from operating activities was a net outflow, mainly due to the increase of land reserves in Fuzhou Guihu, Ningde and Chongqing in 2019, resulting in more cash expenditure from operating activities. If the scale of cash flow expenditure of real estate business and international engineering business continues to increase and the issuer cannot collect the payment in time, it may have a certain adverse impact on the issuer’s capital situation.
5、 Restricted assets account for a large risk
By the end of September 2021, the book value of assets with limited ownership of the issuer was 2155.5254 million yuan, accounting for 9.07% of the total assets of the issuer at the end of September 2021 and 36.66% of the net assets of the issuer at the end of September 2021. The issuer’s restricted assets are mainly composed of inventory, monetary funds and investment real estate, which are used for loan mortgage or margin deposit. The balance of assets with limited ownership of the issuer is relatively large. If there are problems in future capital repayment, the restricted assets will face the risk of disposal, which may have an adverse impact on the normal business activities of the company.
6、 The issuer has major pending litigation.
By the end of September 2021, the issuer had one major pending lawsuit, namely: China Construction Bank Corporation(601939) Xiamen Branch v. Xiamen Jutai real estate investment and Development Co., Ltd. in February 1999, the loan of 16 million yuan and the interest and the issuer’s guarantee dispute, involving 24.7545 million yuan. The creditor’s right has been transferred to Putian Rongxin Trading Co., Ltd. (i.e. the executor is Putian Rongxin Trading Co., Ltd.), The case is under retrial. 7、 Scope of investors and trading mode of current bonds
This issue of bonds is only issued to professional institutional investors. Professional investors shall have corresponding risk identification and bearing capacity, know and bear the investment risk of corporate bonds, and meet certain qualification conditions, For the corresponding qualifications, please refer to the measures for the administration of the appropriateness of securities and futures investors and the measures for the administration of the appropriateness of bond market investors of Shenzhen Stock Exchange. Professional institutional investors participating in the subscription of current bonds shall confirm that they are qualified for subscription, consult their legal advisers and other relevant professionals on matters related to their subscription of current bonds, and bear their own responsibilities for the legality and compliance of their subscription of current bonds.
8、 The resolutions deliberated and adopted by the bondholders’ meeting in accordance with the rules of the bondholders’ meeting shall have the same binding force on all the outstanding bondholders (including all bondholders who attend the meeting, fail to attend the meeting, oppose the proposal or give up their voting rights, and have no voting rights, as well as the bondholders who are transferred after the relevant resolutions are passed, the same below). During the duration of the bonds, any effective resolution adopted by the bondholders’ meeting within its terms of reference shall have priority over the resolutions and opinions made by any other subject including the bond trustee on the contents of the effective resolution. The subscription or purchase of the bonds or the acquisition of the bonds by other legal means by the bondholders shall be deemed to have agreed to and be bound by the bondholders’ meeting rules formulated by the company for the bonds.
9、 According to the securities law and other relevant provisions, the bonds are only issued to institutional investors among professional investors, and ordinary investors and individual investors among professional investors shall not participate in the issuance and subscription. After the bonds are listed, investor suitability management will be implemented. Only institutional investors among professional investors participate in the transaction, and the subscription or purchase of individual investors among ordinary investors and professional investors is invalid.
10、 After the issuance, the company will submit an application for the listing and trading of the bonds to Shenzhen Stock Exchange as soon as possible. The bonds meet the listing conditions for simultaneous trading in the centralized bidding system of Shenzhen Stock Exchange and the comprehensive agreement trading platform (hereinafter referred to as “bilateral listing”). However, before the listing of the bonds, the company’s financial situation, operating performance, cash flow and credit rating may change significantly. The company cannot guarantee that the listing application for bilateral listing of the bonds can be approved by Shenzhen Stock Exchange. If the bonds cannot be listed bilaterally at that time, the investors have the right to choose to sell the bonds back to the company. The investment risk and liquidity risk caused by changes in the company’s operation and income shall be borne by the bond investors themselves. The current bonds cannot be listed on other trading places except Shenzhen Stock Exchange.
11、 The current bonds do not meet the conditions for pledge type repurchase
12、 China Wuyi Co.Ltd(000797) (hereinafter referred to as “the issuer”, “the company” or ” China Wuyi Co.Ltd(000797) “) publicly issues corporate bonds with a total face value of no more than 820 million yuan (including 820 million yuan) (hereinafter referred to as “the bonds”) to professional investors, which has been registered in the document of “CSRC license [2021] No. 2198” of China Securities Regulatory Commission. The bonds are issued in installments. The first issue of corporate bonds (phase I) (hereinafter referred to as “the bonds”) to professional investors in China Wuyi Co.Ltd(000797) 2022 is the first issue under the bonds.
13、 On October 27, 2021, the issuer published the third quarter report of China Wuyi Co.Ltd(000797) 2021 on the website of Shenzhen Stock Exchange. As of the end of September 2021, the issuer’s total consolidated assets were 23.767 billion yuan, an increase of 1.77% compared with the end of 2020, and the consolidated net assets were 5.88 billion yuan, a decrease of 0.23% compared with the end of 2020. From January to September 2021, the issuer realized an operating revenue of 4.151 billion yuan, a year-on-year increase of 127.35%; The net profit attributable to the owners of the parent company was 41 million yuan, a year-on-year increase of 146.45%. From January to September 2021, the net cash flow from operating activities was 350 million yuan, compared with 1.263 billion yuan in the same period in 2020, mainly due to the significant increase in cash received by the issuer from selling goods and providing services. Generally speaking, there is no significant adverse change in the issuer’s financial data at the end of September / January September 2021, and there are no other significant adverse changes or other events that have a significant adverse impact on its solvency, which has no negative impact on the solvency of the current bonds. The issuer has a reasonable asset liability structure and normal cash flow.
catalogue
Declare that 1. Tips on major issues 2 catalog 6 interpretation Section 1 risk tips and instructions 14 I. investment risks related to the current bonds fourteen
(I) interest rate risk fourteen
(II) liquidity risk fourteen
(III) repayment risk fourteen
(IV) risks unique to the current bond arrangement fifteen
2、 Risks associated with the issuer fifteen
(I) financial risk fifteen
(II) operational risk nineteen
(III) risk management twenty-two
(IV) policy risk twenty-three
Section II overview of issuance 25 I. Basic information of this offering 25 II. The subscriber undertakes that Section 3 application of raised funds thirty
1、 Application plan of raised funds II. Changes in the company’s asset liability structure after the issuance of current bonds 32 III. use of funds raised by the previous corporate bonds Section IV basic information of the issuer 35 I. overview of the issuer 35 II. Historical evolution of the issuer 35 III. controlling shareholder and actual controller of the issuer 39 IV. equity structure and equity investment of the issuer 39 v. governance structure and independence of the issuer 44 VI. basic information of current directors, supervisors and senior managers 51 VII. Main business conditions of the issuer 52 VIII. Media questions IX. internal management system of the issuer X. violation of laws and regulations and punishment of the issuer Section V Financial Accounting
