Securities code: Hunan Changyuan Lico Co.Ltd(688779) securities abbreviation: Hunan Changyuan Lico Co.Ltd(688779) Hunan Changyuan Lico Co.Ltd(688779)
Hunan Changyuan Lico Co.,Ltd.
(No. 61, Yangao Road, Yuelu District, Changsha City, Hunan Province)
Issue convertible corporate bonds to unspecified objects
Prospectus
(Revised Version)
Co sponsor (lead underwriter)
May 2022
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 shall be jointly and severally liable 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 China Securities Regulatory Commission and Shanghai Stock 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 that before making investment decisions, they must 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 investors who do not meet the appropriateness of investors cannot be converted into shares after entering the conversion period
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) of the investors to obtain the convertible bonds, the investors are at risk of loss due to the low redemption price. 2、 On the credit rating of convertible corporate bonds issued by the company this time
The convertible corporate bonds are rated by China Chengxin international credit rating Co., Ltd. according to the credit rating report issued by China Chengxin international credit rating Co., Ltd., the issuer's main credit rating is AA, the rating outlook is stable, and the credit rating of convertible corporate bonds is AA.
After the convertible bonds issued this time are listed, during the duration of the bonds, China Chengxin international credit rating Co., Ltd. will conduct regular or irregular follow-up rating on the credit status of the bonds and issue a follow-up rating report. Regular follow-up rating shall be conducted at least once a year during the duration of the bond. 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 bonds to unspecified objects this time. Please note that the convertible corporate bonds may have cashing risk due to the lack of guarantee.
4、 Special risk tips
The company urges investors to carefully read the full text of "Chapter III Risk Factors" in this prospectus and pay special attention to the following risks:
(I) risk of dependence on main customers Contemporary Amperex Technology Co.Limited(300750)
From January to march in 2019, 2020, 2021 and 2022, the company's main business sales to Contemporary Amperex Technology Co.Limited(300750) and its subordinate enterprises accounted for 58.43%, 38.20%, 45.52% and 29.34% of the current main business revenue respectively. During the reporting period, the company's sales amount of Contemporary Amperex Technology Co.Limited(300750) main business accounted for a relatively high proportion of main business income. If Contemporary Amperex Technology Co.Limited(300750) reduces or cancels the purchase of the issuer's products and services in the future due to major adverse changes in downstream industries or operating conditions, the implementation of major asset and debt restructuring, the adjustment of development strategy or business plan, etc., it will directly affect the issuer's production and operation, thus adversely affecting the company's sustainable profitability. In case of the above situation, the company's performance is at risk of decline or even loss.
(II) Contemporary Amperex Technology Co.Limited(300750) risk of reducing the issuer's profit margin by taking advantage of the industry position
With the gradual maturity of the new energy battery industry, all links in the industrial chain will maintain a reasonable profit space and eventually tend to remain relatively stable Contemporary Amperex Technology Co.Limited(300750) as the world's leading power battery enterprise, with large scale, high market share and large procurement scale, it has relatively strong bargaining power in the industry. If Contemporary Amperex Technology Co.Limited(300750) takes advantage of its industry position to guide the downward adjustment of the price of new energy batteries out of consideration of market competition, the profit space of the whole industrial chain will be compressed and transmitted to all levels of the battery material supply system, and the profit space of the company as a supplier of battery cathode materials will also be compressed, reminding investors to pay attention to this risk.
(III) risk of high customer concentration
From January to march in 2019, 2020, 2021 and 2022, the sales amount of the main business of the company's top five customers accounted for 86.61%, 78.38%, 83.99% and 79.93% of the current main business income respectively, of which the sales amount of the main business of Contemporary Amperex Technology Co.Limited(300750) and its subordinate enterprises accounted for 58.43%, 38.20%, 45.52% and 29.34% of the current main business income respectively. The company's main business sales amount to the top five customers accounts for a relatively high proportion of the main business income, which is mainly due to the high concentration of the company's downstream new energy vehicle power battery industry, resulting in the relative concentration of the company's customers. If there are adverse changes in the company's cooperation with major customers in the downstream market in the future, it may affect the company's sales scale, payment collection speed and gross profit margin, thus adversely affecting the company's operation.
(IV) risk of high concentration of raw material suppliers
From January to march in 2019, 2020, 2021 and 2022, the purchase amount of the company's top five raw material suppliers accounted for 74.28%, 59.83%, 60.31% and 66.18% of the total purchase amount of raw materials in the current period respectively. Among them, the purchase amount of Contemporary Amperex Technology Co.Limited(300750) and its subordinate enterprises was higher, accounting for 53.09%, 27.95%, 41.98% and 33.34% respectively. If the business scale between the company and Contemporary Amperex Technology Co.Limited(300750) grows further in the future, there is a risk that the amount and proportion of the company's procurement from Contemporary Amperex Technology Co.Limited(300750) and its subordinate enterprises will further increase. If the company purchases raw materials such as ternary precursors from Contemporary Amperex Technology Co.Limited(300750) and its subordinate enterprises, it is difficult to get timely response, and the company is unable to meet the purchase demand of raw materials through its own production or finding alternative suppliers, it will have an adverse impact on the production and operation of the company.
(V) risk of technical route substitution
There are many technical routes for lithium battery cathode materials. At present, lithium battery cathode materials with large-scale application in the market include lithium cobalt oxide, lithium manganate, lithium iron phosphate and ternary cathode materials (including NCM and NCA). Lithium battery cathode material technology has developed rapidly, especially the dispute over the technical route between ternary cathode material and lithium iron phosphate cathode material has always existed. Since the second half of 2019, with the change of battery packaging technology, Contemporary Amperex Technology Co.Limited(300750) CTP technology and Byd Company Limited(002594) blade battery technology have been launched one after another, which makes the competition between the two technologies more intense. At present, the proportion of lithium iron phosphate cathode material shipments shows an upward trend. In addition, sodium battery technology route has appeared in the field of new energy batteries recently, which is in the early exploration stage. In this context, if the company fails to timely and effectively develop and launch new technical materials and products, it will have an adverse impact on the company's competitive advantage and profitability.
(VI) research and development risks of new technologies and products
Due to the technology intensive nature of lithium battery cathode material industry, there are certain R & D risks in the R & D of new technologies and products. At present, the technical objectives of the company's main research projects are highly forward-looking, and there is a risk that the R & D results of new technologies and new products are not as expected. Once the R & D of new technologies and new products is less than expected, or the company can not grasp the relevant technologies in time due to the breakthrough of the core technology of the company's industry, it may have a certain impact on the market competitiveness and profitability of the company's products.
(VII) high amount of receivables and risk of bad debts
By the end of 2019, 2020, 2021 and March 2021, the sum of the financing book values of notes receivable, accounts receivable and accounts receivable of the company was 1254903500 yuan, 1572304400 yuan, 3272103600 yuan and 4654318100 yuan respectively, accounting for 32.24%, 33.66%, 34.82% and 40.59% of the total assets of the current period.
The book value of the company's receivables at the end of each period is large, which is mainly affected by the characteristics of the industry, customer settlement mode and other factors. On the one hand, the company's product customers are mainly power battery manufacturers. Downstream customers and industries generally use bank acceptance bills to pay for goods, resulting in a high balance of bills receivable; On the other hand, due to the large capital pressure of new energy vehicle enterprises in the downstream of the industrial chain and the transmission of accounts receivable pressure to the upstream, the balance of accounts receivable of the company is high. Although the aging of the company's accounts receivable at the end of the reporting period is mainly within one year, due to the large amount of accounts receivable and its high proportion in the total assets, if it cannot be recovered in time or bad debts occur, it will have an adverse impact on the company's performance, prompting investors to pay attention to the high amount of notes and accounts receivable and the risk of bad debts.
(VIII) risk of performance decline
The company's performance is affected by a variety of external factors, including industrial policy factors, macroeconomic and industrial factors, social factors, technical factors and so on. In terms of industrial policy factors, the declining subsidy policy for new energy vehicles has a certain negative impact on the market. In terms of macroeconomic and industrial factors, as China's economic growth enters the new normal stage, GDP growth gradually returns, and consumer demand drops year by year. In terms of social factors, the outbreak of novel coronavirus in China in early 2020 had a negative impact on the development of the industry and the production and operation of the company. In terms of technical factors, the alternative risk of technical route may also have a potential impact on the company's performance. The changes of the above external factors may make the company's main business income face the risk of significant reduction, and the company's performance has the risk of operating profit falling by more than 50% or even loss.
(IX) downstream industry demand fluctuation risk
The company is mainly engaged in the production and manufacturing of high-efficiency battery cathode materials, and its operating revenue mainly comes from lithium battery cathode materials. Lithium battery cathode materials are mainly used in electric vehicles, 3C, energy storage and other fields. In recent years, the growth rate of notebook computers, mobile phones, tablet computers and other market segments in 3C market has slowed down, and there is a risk of fluctuation in the growth rate in the future. In the field of new energy vehicles, affected by the subsidy decline policy, the production and sales of new energy vehicles have both decreased since the second half of 2019, and the sales of new energy vehicles in 2019 decreased by 4.0% year-on-year. Especially in the first half of 2020, the subsidy decline policy superimposed the covid-19 pneumonia epidemic, which further reduced the new energy vehicle market. From January to June 2020, the cumulative sales volume of Shanxi Guoxin Energy Corporation Limited(600617) vehicles in China changed by - 47.78% year-on-year, showing a significant decline. The market recovered in the second half of 2020, making the cumulative sales volume of Shanxi Guoxin Energy Corporation Limited(600617) vehicles in the whole year increase by 10.90% year-on-year. As the company was greatly affected in the first half of 2020, the operating revenue of the company in 2020 was 2010634900 yuan, a year-on-year decrease of 27.31%; In 2020, the net profit attributable to the parent company was 1097893 million yuan, a year-on-year decrease of 46.76%. In 2021, the Chinese Shanxi Guoxin Energy Corporation Limited(600617) automobile market showed a good development trend, and the cumulative sales increased by 157.5% year-on-year. The company's operating revenue in 2021 was 6841167300 yuan, a year-on-year increase of 240.25%; The net profit attributable to the parent company in 2021 was 7006396 million yuan, a year-on-year increase of 538.17%; From January to March 2022, the operating revenue was 33929402 million yuan, a year-on-year increase of 179.31%; From January to March 2022, the net profit attributable to the parent company was 303899700 yuan, with a year-on-year increase of 163.75%. Fluctuations in the market demand for new energy vehicles may have a significant impact on the company's future production and operation. 5、 Measures and commitments to fill immediate returns
(I) specific measures to dilute the immediate return of this offering
1. Strengthen the management of raised funds and improve the efficiency of the use of raised funds
In order to standardize the deposit, use and management of the raised funds and maximize the legitimate rights and interests of investors, the company, in accordance with the securities law of the people's Republic of China, the measures for the administration of securities issuance and registration of companies listed on the science and Innovation Board (for Trial Implementation), the Listing Rules of shares on the science and Innovation Board of Shanghai Stock Exchange, and the guidelines for the supervision of listed companies No. 2 - regulatory requirements for the management and use of the raised funds of listed companies, In combination with the articles of association and the actual situation of the company, the measures for the management of Hunan Changyuan Lico Co.Ltd(688779) raised funds have been formulated and continuously improved, which clearly stipulates the storage, use, change of purpose, management and supervision of the raised funds.
After the funds raised in this offering are in place, the board of directors of the company will strengthen the management of the use of the raised funds in strict accordance with relevant laws and regulations and the requirements of Hunan Changyuan Lico Co.Ltd(688779) raised funds management measures, ensure the rational and standardized use of the raised funds, actively cooperate with the sponsor and regulatory bank in the inspection and supervision of the use of the raised funds, reasonably prevent the use risks of the raised funds, improve the use efficiency of funds, and return benefits to shareholders as soon as possible.
2. Promote raising and investment
