Securities abbreviation: Guangdong Haomei New Materials Co.Ltd(002988) securities code: 002988 Guangdong Haomei New Materials Co.Ltd(002988)
Guangdong Haomei New Materials Co., Ltd.
(Taiji industrial city, Qingyuan high tech Industrial Development Zone)
Sponsor of prospectus for public issuance of convertible corporate bonds (lead underwriter)
January 2022
Company statement
All directors, supervisors and senior managers of the company promise that the prospectus and its abstract do not contain any false, misleading statements or major omissions, and guarantee the authenticity, accuracy and completeness of the information disclosed.
The person in charge of the company, the person in charge of accounting and the person in charge of the accounting organization (Accounting Supervisor) shall ensure that the financial and accounting reports in the prospectus and its abstract are true and complete.
Any decision made by the securities regulatory authority and other government departments on this issuance does not indicate that they have made a substantive judgment or guarantee on the value of the securities issued by the issuer or the income of the investors. Any statement to the contrary is a false statement.
According to the provisions of the securities law, after the securities 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.
Tips on major events
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 eligibility of this convertible bond issuance
According to the securities law, the measures for the administration of securities issuance by listed companies and other relevant regulations, the company’s public issuance of convertible corporate bonds meets the statutory issuance conditions.
According to the performance forecast of the company in 2021, it is estimated that the net profit attributable to the shareholders of the listed company in 2021 will range from 133 million yuan to 150 million yuan, with a year-on-year increase of 14.73% to 29.39%; The net profit attributable to shareholders of listed companies after deducting non recurring profits and losses ranged from 123 million yuan to 140 million yuan, with a year-on-year increase of 52.43% to 73.50%. According to the performance forecast and the reasonable prediction made by the current situation, the relevant data of the company meet the issuance conditions.
The above performance forecast data has not been audited. If there are significant differences between the final audit report and the performance forecast, it may have a significant adverse impact on the issuance and listing of convertible bonds.
2、 On the credit rating of this convertible bond issuance
According to the rating report, the credit rating of the company’s main body is “AA -” and the credit rating of the bonds is “AA -” which reflects the high security and low default risk of the bonds.
During the duration of this convertible bond, CSI PENGYUAN will conduct tracking rating at least once a year. If the credit rating level of the current convertible bond changes adversely due to the external business environment of the company, changes in its own or rating standards and other factors, it will increase the risk of investors and have a certain impact on the interests of investors. 3、 No guarantee is provided for this issuance of convertible bonds
According to Article 20 of the measures for the administration of securities issuance by listed companies, a guarantee shall be provided for the public issuance of convertible corporate bonds, except for companies with audited net assets of no less than RMB 1.5 billion at the end of the most recent period. As of December 31, 2020, the audited net assets attributable to the shareholders of the parent company were RMB 2.121 billion. Therefore, the company did not provide guarantee for the convertible corporate bonds issued to the public, which requires special attention of investors.
4、 Dividend distribution policies and decision-making procedures of the company
(I) profit distribution policy and cash dividend policy stipulated in the articles of Association
1. Profit distribution policy of the company
(1) The company’s profit distribution should pay attention to the reasonable investment return to investors and take into account the sustainable development of the company. On the premise of considering the company’s profitability, development objectives, development strategy, actual needs, external financing costs and financing environment, a sustainable, stable and scientific return mechanism for investors should be established. The company’s profit distribution policy should maintain continuity and stability.
(2) According to the actual situation, laws, regulations, normative documents and relevant provisions of the articles of association, the company may distribute profits in the form of cash, combination of cash and shares or shares. The company can make interim cash dividends according to the company’s profits and capital needs. The accumulated cash dividends in the last three years shall not be less than 30% of the annual distributable profits realized in the last three years.
(3) The company gives priority to cash dividends for profit distribution. The use of stock dividends for profit distribution shall have real and reasonable factors such as the growth of the company and the dilution of net assets per share.
2. Conditions and proportion of profit distribution
(1) When the company is profitable in the current year and meets the capital needs of the company’s normal production and operation, the company shall distribute dividends in cash. The proportion of profits distributed in cash each year shall not be less than 20% of the distributable profits realized in the current year.
(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:
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 at least reach 40%;
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 difficult to distinguish, but there are major capital expenditure arrangements, it may be handled in accordance with the provisions of the preceding paragraph.
“Major capital expenditure arrangement” refers to one of the following circumstances:
① The cumulative expenditure of the company’s proposed foreign investment, acquisition of assets or purchase of equipment in the next 12 months is expected to reach or exceed 20% of the company’s latest audited net assets and exceed 20 million yuan;
② The company plans to invest abroad, acquire assets or purchase equipment within the next 12 months, and the cumulative expenditure is expected to reach or exceed 10% of the company’s latest audited total assets.
(3) In case of any of the following circumstances, the company shall not pay cash dividends:
① The undistributed profit of the company is negative;
② The year-end asset liability ratio of the company exceeds 75%;
③ The audit institution shall issue a non-standard and unqualified audit report on the company’s annual financial report.
Under the above circumstances, the company shall disclose in the annual report the specific reasons why it is unable to determine the profit distribution plan for the current year according to the established cash dividend policy or the minimum cash dividend ratio, as well as the explicit opinions of the independent directors. The company’s profit distribution plan for the current year shall be approved by more than 2 / 3 of the voting rights held by the shareholders attending the general meeting of shareholders.
3. Profit distribution decision-making procedure of the company
(1) The specific profit distribution plan of the company shall be submitted to the general meeting of shareholders for deliberation after being deliberated and approved by the board of directors and the board of supervisors. The board of directors shall explain the use plan of retained undistributed profits in the profit distribution plan submitted to the general meeting of shareholders for deliberation. The independent directors and the board of supervisors shall express their opinions on the profit distribution plan. The company shall announce the opinions of the independent directors and the board of supervisors when issuing the notice of convening the general meeting of shareholders.
When the company formulates the specific cash dividend plan, the board of directors shall carefully study and demonstrate the timing, conditions and minimum proportion of the company’s cash dividend, adjustment conditions and 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. Before the general meeting of shareholders deliberates on the specific scheme of cash dividend, the company shall actively communicate and exchange with shareholders, especially minority shareholders, through various channels, fully listen to the opinions and demands of minority shareholders, and timely respond to the concerns of minority shareholders.
(2) If the company’s development stage, production and operation mode, profitability, investment planning, long-term development objectives or external business environment change, and it is really necessary to adjust the profit distribution policy, the board of directors of the company shall formulate a proposal for adjusting the profit distribution policy according to the changes. The adjusted profit distribution policy shall not violate the relevant provisions of the CSRC and the exchange. The proposal on adjusting the profit distribution policy shall be submitted to the general meeting of shareholders of the company for deliberation after deliberation by the board of directors and the board of supervisors.
If the adjustment or change of the cash dividend policy is involved, the deliberation of the general meeting of shareholders shall be approved by more than 2 / 3 of the voting rights held by the shareholders (including shareholders’ agents) attending the general meeting of shareholders. The board of directors shall demonstrate in detail and explain the reasons in the profit distribution policy adjustment plan submitted to the general meeting of shareholders for deliberation, and the independent directors shall express independent opinions on the profit distribution policy adjustment plan. The company shall fully communicate with the minority shareholders before the general meeting of shareholders, and timely respond to the concerns of the minority shareholders. When the general meeting of shareholders is held, the company shall provide networks or other ways to facilitate the participation of public investors in the general meeting of shareholders in accordance with the relevant provisions of the exchange.
4. Other matters of profit distribution
(1) After the general meeting of shareholders of the company makes a resolution on the profit distribution plan, the board of directors shall complete the distribution of dividends (or shares) within 2 months after the general meeting of shareholders is held.
(2) If a shareholder occupies the company’s funds in violation of regulations, the company shall first deduct the funds occupied from the cash dividends that should be distributed by the shareholder.
(3) The company shall disclose in detail the formulation and implementation of the cash dividend policy in the annual report, and make special explanations on the following matters:
① Whether it complies with the provisions of the articles of association or the requirements of the resolutions of the general meeting of shareholders;
② Whether the dividend standard and proportion are clear and clear;
③ Whether the relevant decision-making procedures and mechanisms are complete;
④ Whether the independent directors have performed their duties and played their due role;
⑤ Whether minority shareholders have the opportunity to fully express their opinions and demands, and whether the legitimate rights and interests of minority shareholders have been fully protected.
If the cash dividend policy is adjusted or changed, it shall also specify whether the conditions and procedures for adjustment or change are compliant and transparent.
(II) profit distribution in recent three years
The company completed its initial public offering and listing in May 2020. In order to maintain the sustainable development of the company, the accumulated undistributed profits of the company over the years before listing are mainly used to continue to be put into the company’s production and operation. Therefore, the company did not implement profit distribution from 2017 to 2019.
The company held the 10th meeting of the third board of directors on February 5, 2021 and the 2020 annual general meeting of shareholders on March 17, 2021 respectively, and deliberated and adopted the 2020 profit distribution plan. The distribution plan of the company in 2020 is to distribute cash dividends of RMB 1.3 (including tax) to all shareholders for every 10 shares based on the total share capital of the company of 232.77 million shares, with a total of RMB 30.2601 million (including tax). The dividend of A-share shareholders entrusted by the company to China Securities Depository and Clearing Co., Ltd. Shenzhen Branch was directly transferred to the shareholder’s capital account through the shareholder custody securities company (or other custody institution) on April 23, 2021. Qingyuan Haomei Investment Holding Group Co., Ltd., Nanjin trading company, Qingyuan helifu investment enterprise (limited partnership) and Qingyuan Taihe Consulting Co., Ltd. shall be distributed by the company.
As of the signing date of this manual, the above cash dividends have been paid out. After the implementation of the company’s profit distribution plan in 2020, the profit distributed in cash in 2020, the first year of listing, will reach 26.10% of the distributable profit of that year.
In accordance with the requirements of the notice on further implementing matters related to cash dividends of listed companies (zjf [2012] No. 37), the guidelines for the supervision of listed companies No. 3 – cash dividends of listed companies (CSRC announcement [2013] No. 43), the guidelines for the standardized operation of listed companies of Shenzhen Stock Exchange (revised in 2020) and the provisions of the articles of association, We formulated the shareholder return plan for the next three years after the issuance and listing, further standardized and improved the company’s profit distribution policy, established a scientific, sustainable and stable cash dividend mechanism, actively returned to the majority of shareholders and guided investors to form stable return expectations.
5、 The company specially reminds investors to pay attention to the full text of “risk factors” in this prospectus, and pay special attention to the following risks
(I) market risk
The company is mainly engaged in R & D, design, production and sales of aluminum alloy profiles and system doors and windows. Its main products include architectural aluminum profiles, automotive lightweight aluminum profiles, industrial aluminum profiles and system doors and windows.
The company’s aluminum alloy extruded profiles are mainly used in housing construction, automobile lightweight, transportation, automation equipment, consumer electronics, telecommunications and other fields, with a wide range of applications and diversified sources of income. The construction industry is one of the downstream industries of the company, and its development is closely related to the real estate market. In recent years, the state has strengthened the regulation and control of real estate, which has a certain impact on the sales of building profiles.
According to the data of the National Bureau of statistics, the growth rate of China’s real estate development investment began to slow down since 2013. The sales of the issuer’s construction aluminum profiles may be affected by the slowdown in the growth of real estate investment caused by the national macro-control policies, which will have a certain adverse impact on the issuer’s production, operation and market sales.
(II) operating performance fluctuation risk
From 2018 to 2020 and from January to June 2021, the company’s operating revenue was 2682.3764 million yuan, 2967.7485 million yuan, 3437.1394 million yuan and 2418.8345 million yuan respectively. After deducting non recurring profits and losses, the net profits attributable to shareholders of the listed company were 86.4813 million yuan, 110.793 million yuan, 80.691 million yuan and 55.6774 million yuan respectively. During the reporting period, the company deducted non
