Securities code: 300130 securities abbreviation: Xgd Inc(300130) Xgd Inc(300130) (address: 17a, Tairan Jinsong building, chegongmiao Industrial Zone, Shennan Road, Futian District, Shenzhen, Guangdong Province) gem is issued to unspecified objects
Prospectus for convertible corporate bonds
(application draft)
Sponsor (lead underwriter)
(unit A02, 35 / F and 28 / F, Allianz building, 4018 Jintian Road, Futian District, Shenzhen)
January 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 accounting institutions shall ensure that the financial and accounting data 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 completeness 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 securities prices after securities are issued according to law.
Tips on major events
The company specially reminds investors to pay attention to the following major matters or risk factors, and carefully read the relevant chapters of this prospectus. 1、 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 Xgd Inc(300130) issuing convertible corporate bonds to unspecified objects issued by CSI PENGYUAN, the credit rating of Xgd Inc(300130) subject is AA -, the rating prospect is stable, and the credit rating of convertible corporate bonds is AA -. During the duration of the convertible corporate bonds (until the agreed repayment date of the principal and interest of the bonds), CSI PENGYUAN will conduct tracking rating at least once a year. If the credit rating of the convertible bonds is lowered due to 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. 2、 No guarantee is provided for the issuance of convertible corporate bonds
The convertible corporate bonds do not provide guarantee. If there are events that seriously affect the company's performance and solvency during the duration of the bonds, the bonds may increase the repayment risk due to the failure to provide guarantee. 3、 Dividend distribution policy and cash dividend of the company (I) profit distribution policy of the company
The relevant provisions of the company's profit distribution policy are as follows:
1. Decision making mechanism and procedure
The company's profit distribution policy and specific dividend distribution plan shall be formulated, deliberated and approved by the board of directors and submitted to the general meeting of shareholders for approval; The board of directors shall fully consider the opinions of independent directors, the board of supervisors and public investors when formulating profit distribution policies and dividend distribution plans.
2. Profit distribution principle
The shareholder return planning of the company attaches importance to the reasonable investment return to investors, takes into account the actual operation situation and sustainable development strategy of the company, fully considers and listens to the opinions of shareholders (especially small and medium-sized shareholders, public investors), independent directors and supervisors, implements a positive profit distribution policy, and the profit distribution policy maintains continuity and stability, And the profit distribution policy shall not violate the relevant provisions of the CSRC and the stock exchange.
3. Profit distribution form
The company may distribute profits in cash, stocks, a combination of cash and stocks, or other ways permitted by laws and regulations. The company will give priority to cash dividend distribution; If the company grows rapidly, dividends can be distributed in the form of stock or cash stock on the basis of considering the actual operation. Cash dividends distributed by the company shall be priced and paid in RMB.
4. Period interval of profit distribution
In principle, the company can pay dividends once a year, and the board of directors can also propose the company to pay interim dividends according to the actual operating conditions of the company.
5. Proportion of profit distribution
(1) The company shall implement an active profit distribution policy, which shall maintain continuity and stability. The accumulated profits distributed in cash in the last three years shall not be less than 30% of the annual distributable profits realized in the last three years;
(2) The company shall maintain the continuity and stability of the profit distribution policy. Under the condition of meeting the cash dividend, the profit distributed in cash every year shall not be less than 10% of the distributable profit realized in the current year.
6. Conditions for profit distribution
(1) Conditions for cash dividends
The net cash flow from operating activities in the consolidated statements of the company in the current year is positive, and the cash flow is abundant. The implementation of cash dividends will not affect the subsequent sustainable operation of the company;
The net profit realized in the consolidated statements of the company in the current year after making up the losses of previous years shall not be less than 0.1 yuan per share;
The audit institution shall issue a standard unqualified audit report on the company's annual financial report;
The company has no major investment plan or major cash expenditure (except for the projects raised funds). Major investment plan or major cash expenditure means that the cumulative expenditure of the company's proposed foreign investment or purchase of assets in the next 12 months reaches or exceeds 10% of the company's latest audited net assets and reaches or exceeds RMB 30 million.
(2) Specific conditions for issuing stock dividends
The company is in good operating condition. The company can put forward a stock dividend distribution plan after meeting the above cash dividends.
(3) If the company distributes profits by cash and stock dividends at the same time, under the condition of meeting the capital needs of the company's normal production and operation, the company implements differentiated cash dividend policy:
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;
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%;
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 at least reach 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.
The general meeting of shareholders authorizes the board of directors to put forward the profit distribution plan of the current year according to the above principles every year after comprehensively considering the characteristics of the company's industry, development stage, its own business model, profitability and whether there are major capital expenditure arrangements.
7. Research and demonstration procedures and decision-making mechanism of the board of directors, the board of supervisors and the general meeting of shareholders on the profit distribution policy (1) before the publication of the periodic report, the 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, operation and development, and paying attention to the reasonable return on investment to investors, Independent directors shall express clear opinions when formulating the cash dividend plan.
(2) Independent directors can solicit the opinions of minority shareholders, put forward dividend proposals and directly submit them to the board of directors for deliberation.
(3) When formulating specific profit distribution plans, the board of directors of the company shall comply with the profit distribution policies stipulated in laws, regulations and the articles of Association; The profit distribution plan shall explain the use plan arrangement or principle of the retained undistributed profits of the current year, and the independent directors shall express independent opinions on the rationality of the profit distribution plan. (4) The board of directors of the company shall review and announce the profit distribution plan in the periodic report and submit it to the general meeting of shareholders for approval; If the board of directors of the company has not made a profit distribution plan, it shall consult the opinions of independent directors and supervisors, and disclose the reasons in the periodic report, and the independent directors shall express independent opinions on this.
(5) The board of directors, the board of supervisors and the general meeting of shareholders shall fully consider the opinions of independent directors, supervisors and public investors in the process of relevant decision-making and demonstration.
8. Review procedures for profit distribution
(1) The profit distribution plan shall be reviewed and approved by the board of directors and the board of supervisors respectively before it can be submitted to the general meeting of shareholders for deliberation. When the board of directors deliberates the profit distribution plan, it must be approved by more than half of all directors and more than half of the independent directors of the company. When the board of supervisors deliberates the profit distribution plan, it shall be approved by more than half of all supervisors.
(2) 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 attending the general meeting of shareholders; When voting at the general meeting of shareholders, online voting shall be provided to shareholders. (3) When the company makes an adjustment to the use plan arrangement or principle of retained undistributed profits, it shall be re submitted to the board of directors, the board of supervisors and the general meeting of shareholders for approval in accordance with the above deliberation procedures, and the reasons for the adjustment shall be demonstrated and explained in detail in the relevant proposals. The independent directors shall express their independent opinions on this.
(4) 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 dividend distribution within 2 months after the general meeting of shareholders is held.
9. Adjustment of profit distribution policy
(1) If the company needs to adjust its profit distribution policy due to major changes in the external business environment or its own business conditions, the adjusted profit distribution policy shall not violate the relevant provisions of the CSRC and the stock exchange.
"Major changes in the external business environment or their own business conditions" refers to one of the following situations: ① major changes in national laws, regulations and industrial policies, and the company's operating losses are not caused by the company's own reasons; ② The occurrence of unforeseeable, unavoidable and insurmountable force majeure factors such as earthquake, typhoon, flood and war, which has a significant adverse impact on the company's production and operation and leads to the company's operating losses; ③ After the company's statutory reserve fund makes up for the losses of previous years, the net profit of the company in that year is still insufficient to make up for the losses of previous years; ④ Other matters prescribed by the CSRC and the stock exchange.
(2) In the process of adjusting the profit distribution policy, the board of directors of the company shall fully consider the opinions of independent directors, the board of supervisors and public investors. When the board of directors deliberates and adjusts the profit distribution policy, it must be approved by more than half of all directors and more than half of the independent directors of the company; When the board of supervisors considers the adjustment of profit distribution policy, it shall be approved by more than half of all supervisors.
(3) The adjustment of profit distribution policy shall be reviewed and approved by the board of directors and the board of supervisors respectively before it can be submitted to the general meeting of shareholders for deliberation. The company shall take the protection of shareholders' rights and interests as the starting point and demonstrate and explain the reasons in detail in the proposal of the general meeting of shareholders. When the general meeting of shareholders deliberates the adjustment of profit distribution policy, it shall be approved by more than two-thirds of the voting rights held by the shareholders attending the meeting.
(II) profit distribution of the company in recent three years
1. Profit distribution in the first half of 2018
On August 31, 2018, after the deliberation and approval of the company's fifth extraordinary general meeting in 2018, the company's profit distribution plan for the half year of 2018 was as follows: Taking the total share capital of 477897755 shares as the base, the company distributed cash dividends of RMB 2 (including tax) to all shareholders for every 10 shares, did not convert the capital reserve into share capital, and the remaining undistributed profits were carried forward to the following years. The profit distribution plan was implemented on October 12, 2018.
2. Profit distribution in 2018
On May 16, 2019, after the deliberation and approval of the company's 2018 annual general meeting, the company's profit distribution plan for 2018 is: no cash dividend, no bonus shares, and no conversion of capital reserve into share capital in 2018. The company's undistributed profits are carried forward for subsequent annual distribution.
3. Profit distribution in 2019
On May 7, 2020, after the deliberation and approval of the company's 2019 annual general meeting of shareholders, the company's 2019 annual profit distribution plan is: take the total share capital on the equity registration date when the profit distribution plan is implemented minus 3526268 shares in the company's special account for share repurchase as the base, and distribute the discovery dividend of 2.5 yuan (including tax) to all shareholders for every 10 shares, If the share capital changes after the board of directors deliberates the profit distribution plan, the total distribution will be adjusted according to the principle of "fixed proportion of cash dividends". The profit distribution plan has been implemented on May 29, 2020. 4. Profit distribution in 2020
On April 27, 2021, after the deliberation and approval of the company's 2020 annual general meeting of shareholders, the company's 2020 annual profit distribution plan is: take the total share capital on the equity registration date when the profit distribution plan is implemented minus 3526268 shares in the company's special account for share repurchase as the base, and distribute the discovery dividend of RMB 2.5 (including tax) to all shareholders for every 10 shares, If the share capital changes after the board of directors deliberates the profit distribution plan, the total distribution will be adjusted according to the principle of "fixed proportion of cash dividends". The profit distribution plan has been implemented on May 11, 2021. (III) share repurchase by the company
On October 19, 2018, the company held the 26th meeting of the 4th board of directors, deliberated and adopted the proposal on repurchase of some public shares and the proposal on submitting the general meeting of shareholders to authorize the board of directors to handle matters related to repurchase of shares, It is agreed that the company intends to use its own funds or self raised funds to buy back the company's shares in a centralized bidding transaction or other ways permitted by supervision. On November 2, 2018, the company held the sixth extraordinary general meeting of shareholders in 2018, deliberated and approved the proposal on repurchasing some social public shares, and deliberated and approved the proposal on requesting the general meeting of shareholders to authorize the board of directors to handle matters related to repurchasing shares, agreed to the specific scheme of this share repurchase, and authorized the board of directors to handle matters related to this share repurchase.
The company's funds for repurchase are all its own funds, and the repurchase period is from November 2, 2018 to August 2, 2019. As of December 31, 2018, the company had repurchased 670068 shares through centralized bidding through the special securities account for stock repurchase, and the total amount paid was 8110359.28 yuan (including transaction expenses). As of August 2, 2019, the company has repurchased shares through centralized bidding through the special securities account for share repurchase
