Runbei Aviation Technology Co., Ltd
(lubair Aviation Technology Co., Ltd.) (address: 3901, block a, tanglangcheng Plaza (West Area), next to Tanglang depot, Fuguang community, Taoyuan Street, Nanshan District, Shenzhen)
IPO prospectus
Sponsor (lead underwriter)
(address: 16-26 floors of Guosen Securities Co.Ltd(002736) building, No. 1012, Hongling Middle Road, Shenzhen)
Overview of this offering
Type of shares issued: RMB ordinary shares (A shares)
The number of shares to be issued shall not exceed 20 million shares. After the issuance, the number of shares to be issued to the public accounts for 25% of the total share capital after the issuance, and the shareholders of the company will not offer shares to the public.
The par value of each share is RMB 1.00
The issue price per share is 29.20 yuan
Expected issue date: June 15, 2022
Stock exchange to be listed Shenzhen Stock Exchange
The total share capital after issuance shall not exceed 80 million shares
For the circulation restrictions of the shares held by the shareholders before the issuance, the circulation restrictions of the shares voluntarily locked by the shareholders before the issuance, and the commitments of the shareholders, see "III. share restriction arrangements, commitments to voluntarily lock and extend the locking period of the shares voluntarily locked" and "IV. commitments to shareholding and reduction intention" in the "tips on major matters" of this prospectus. Commitment sponsor (lead underwriter) Guosen Securities Co.Ltd(002736)
Signing date of prospectus: May 23, 2022
Statement and commitment
The issuer and all directors, supervisors and senior managers promise that there are no false records, misleading statements or major omissions in the prospectus and its abstract, and bear individual and joint legal liabilities for its 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 agency shall ensure that the financial and accounting materials in the prospectus and its abstract are true and complete.
The sponsor promises to compensate the investors in advance for the losses caused to the investors due to the false records, misleading statements or major omissions in the documents prepared and issued for the issuer's initial public offering of shares.
Any decision or opinion made by the CSRC and other government departments on this issuance does not indicate that it makes a substantive judgment or guarantee on the value of the issuer's shares or the income of investors. Any statement to the contrary is a false statement.
According to the provisions of the securities law, after the shares 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.
If investors have any questions about this prospectus and its abstract, they should consult their own stockbrokers, lawyers, accountants or other professional consultants.
Tips on major issues
The company specially reminds investors to carefully read the full text of this prospectus and pay special attention to the following important matters: I. dividend distribution policy after this issuance and listing
1. Provisions of the articles of Association (Draft)
According to the articles of Association (Draft) applicable after listing, the main provisions on profit distribution applicable to the company after listing are as follows:
"When distributing the after tax profits of the current year, the company shall withdraw 10% of the profits into the company's statutory reserve fund. If the cumulative amount of the company's statutory reserve fund is more than 50% of the company's registered capital, it may not be withdrawn.
If the company's statutory reserve fund is insufficient to make up for the losses of previous years, the profits of the current year shall be used to make up for the losses before withdrawing the statutory reserve fund in accordance with the provisions of the preceding paragraph.
After the company withdraws the statutory reserve fund from the after tax profit, it can also withdraw the discretionary reserve fund from the after tax profit after the resolution of the general meeting of shareholders.
The remaining after tax profits of the company after making up the losses and drawing the reserve fund shall be distributed according to the proportion of shares held by shareholders, except for those not distributed according to the proportion of shares held in accordance with the provisions of the articles of association.
If the general meeting of shareholders violates the provisions of the preceding paragraph and distributes profits to shareholders before the company makes up for losses and withdraws legal reserve, shareholders must return the profits distributed in violation of the provisions to the company.
The shares of the company held by the company shall not participate in the distribution of profits.
The company's reserve fund is used to make up for the company's losses, expand the company's production and operation or increase the company's capital. However, the capital reserve will not be used to make up for the company's losses.
When the statutory reserve fund is converted into capital, the reserved reserve fund will not be less than 25% of the company's registered capital before the conversion.
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 two months after the general meeting of shareholders is held. "
The company's specific profit distribution policies are as follows:
(1) Principle of profit distribution
Based on the principle of paying attention to the reasonable return on investment to investors and taking into account the sustainable development of the company, the company establishes a sustainable, stable and diversified return mechanism for investors in combination with the company's profitability and the actual needs of the business's future development strategy.
(2) Form of profit distribution
The company will distribute profits in cash, or shares, or a combination of cash and shares, or other ways permitted by laws and regulations. Under the conditions of cash dividend, the company shall give priority to cash dividend for profit distribution. If conditions permit, the company can make interim cash dividends.
(3) Specific implementation of profit distribution
① When the following conditions are met at the same time, the company can implement cash dividends:
The distributable profit realized by the company in this year (i.e. the remaining after tax profit after the company makes up the loss and withdraws the accumulation fund) is positive; The audit institution shall issue a standard unqualified audit report on the company's annual financial report. ② 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:
A. 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;
B. 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 at least reach 40%;
C. 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%;
D. If the company has major development expenditure, it can be divided according to the provisions of the preceding paragraph, but it is not easy to deal with it in accordance with the provisions of the preceding paragraph.
Major capital expenditure refers to:
A. The company plans to invest abroad, acquire assets or purchase equipment within the next 12 months, and the cumulative expenditure reaches or exceeds 50% of the company's latest audited net assets, and the absolute amount exceeds 50 million yuan;
B. In the next 12 months, the company plans to invest abroad, acquire assets or purchase equipment, and the cumulative expenditure reaches or exceeds 30% of the company's latest audited total assets, and the absolute amount exceeds 50 million yuan.
③ When the company's performance grows rapidly, its 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 dividends is conducive to the overall interests of all shareholders of the company, the board of directors of the company can put forward and implement the stock dividend distribution plan under the condition of meeting the cash dividend, taking into account the growth of the company, the dilution of net assets per share and other factors.
④ The company's profit distribution shall not exceed the scope of accumulated distributable profits and shall not damage the company's sustainable operation ability.
⑤ If a shareholder illegally occupies funds, the company has the right to deduct the cash dividend distributed by the shareholder to repay the funds occupied.
(4) Decision making mechanism of profit distribution
The company's annual profit distribution plan shall be proposed and drafted by the board of directors in combination with the provisions of laws, administrative regulations and the articles of association, the company's profitability and capital status, and submitted to the general meeting of shareholders for deliberation after being reviewed and approved by the board of directors and approved by more than half of the independent directors. Independent directors express independent opinions on the profit distribution plan submitted to the general meeting of shareholders for deliberation.
When the board of directors deliberates the specific plan of cash dividend, it 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 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. When the general meeting of shareholders deliberates on the specific scheme of cash dividends, it shall actively communicate and exchange with shareholders, especially minority shareholders, through various channels (including but not limited to providing online voting, inviting minority shareholders to attend the meeting, etc.), fully listen to the opinions and demands of minority shareholders, and timely respond to the concerns of minority shareholders. 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 also be explained and disclosed in the annual report, and the independent directors shall express independent opinions on this; When convening the general meeting of shareholders, the company shall also provide online voting and other means to facilitate minority shareholders to participate in the voting of the general meeting of shareholders.
The general meeting of shareholders shall vote on the profit distribution plan proposed by the board of directors in accordance with laws, administrative regulations and the articles of association.
(5) Adjustment mechanism of profit distribution policy
In case of force majeure such as war and natural disasters, or major changes in the company's production and operation, investment planning and long-term development, or due to the external business environment and its own business conditions, or the new provisions on profit distribution issued by the competent department, it is necessary to adjust or change the profit distribution policy and shareholder return plan, the adjusted or changed profit distribution policy and shareholder return plan shall not violate relevant laws, administrative regulations Relevant provisions of departmental rules and the articles of association.
The company's proposal on adjusting or changing the profit distribution policy and shareholder return plan shall be demonstrated in detail by the board of directors, and the opinions of the board of supervisors and public investors shall be fully considered. Independent directors shall express independent opinions. The proposal was reviewed and approved by the board of directors of the company and submitted to the general meeting of shareholders for special resolution after independent directors expressed independent opinions. When the general meeting of shareholders deliberates the proposal, online voting and other means shall be provided to facilitate the participation of public shareholders in the general meeting of shareholders.
2. Plan for shareholders' dividend return in the next three years after the company's listing
The dividend return plan for the next three years after the listing of the company, which was deliberated and approved by the company's first extraordinary general meeting in 2021, stipulates the dividend return plan for the three years after the listing of the company as follows:
"When the following conditions are met, the company shall distribute dividends in cash in the current year. The profits distributed in cash every year shall not be less than 10% of the distributable profits realized in the current year, and the accumulated profits distributed in cash by the company in any three consecutive fiscal years shall not be less than 30% of the annual distributable profits realized in the three years. The specific dividend proportion shall be based on the company's cash flow, financial status and future development Determination of planning and investment projects:
① The profit of the company in the current year and the accumulated distributable profit (the remaining after tax profit after the company makes up the loss and withdraws the provident fund) is positive;
② The audit institution shall issue a standard unqualified audit report on the company's annual financial report;
③ The company's external business environment and operating conditions have not undergone significant adverse changes;
④ The company has no major investment plans or major cash disbursements (except for investment projects with raised funds).
The above-mentioned major investment plans or major cash expenditures refer to the events in which the total assets involved in the company's asset purchase and foreign investment transactions within one year (if there are both book value and evaluation value, the higher one) account for more than 30% of the company's total audited assets in the latest period and the absolute amount exceeds 50 million yuan; Or the total amount of assets involved in the company's purchase of assets and foreign investment transactions within one year (if there are both book value and evaluation value, the higher one) accounts for more than 50% of the company's latest audited net assets and the absolute amount exceeds 50 million yuan; Or other circumstances prescribed by the China Securities Regulatory Commission or the Shenzhen Stock Exchange. " 2、 Distribution of accumulated profits before this offering
According to the proposal on the distribution of accumulated profits before the company's initial public offering of RMB common shares (A shares) deliberated and adopted at the first extraordinary general meeting of shareholders in 2021 held on April 28, 2021: "if the company publicly issues RMB common shares (A shares) The plan of listing has been approved and implemented by the China Securities Regulatory Commission. The accumulated undistributed profits before the initial public offering of the company shall be shared by the new and old shareholders after the issuance according to the shareholding ratio after the issuance. " 3、 Share restriction arrangement, voluntary lock-in and commitment to extend the lock-in period (I) commitment of controlling shareholders and actual controllers
1. Within 36 months from the date of listing of the company's shares, the promisor shall not transfer or entrust others to manage the shares issued before the public offering of the company's shares directly or indirectly held by the promisor, nor shall the company repurchase such shares, and handle the locking procedures of the shares held according to law.
2. If the closing price of the shares held by the listed company is lower than the closing price of the listed company for 6 consecutive months, or if the closing price of the shares held by the listed company is lower than the closing price of the listed company for 6 consecutive months. In case of ex right and ex interest behaviors such as dividend distribution, share distribution and conversion of capital reserve into share capital after the listing of the company, the above issuance price shall be the price after ex right and ex interest. The promisor shall not give up the performance of this commitment due to job change, resignation and other reasons.
3. After the expiration of the lock-in period and during the period of being the director, supervisor and senior manager of the company, the annual transfer of the company's shares by the promisor shall not exceed 25% of the total shares held. Within six months after the resignation of the promisor, the promisor shall not transfer the shares of the company held by him. If the promisor leaves office before the expiration of his term of office, the promisor shall also abide by this commitment within the term of office determined at the time of taking office and within 6 months after the expiration of his term of office. (II) commitment of shareholders holding more than 5%
Within 12 months from the date of listing of the company's shares, the promisor shall not transfer or entrust others to manage the shares issued before the public offering of the company's shares directly or indirectly held by the promisor, nor shall the company repurchase such shares, and handle the locking procedures of the shares held according to law. (III) commitment of directors and senior managers holding shares
1. Within 12 months from the date of listing of the company's shares, the promisor shall not transfer or entrust others to manage the shares held by the promisor directly or indirectly
