Securities code: 603186 securities abbreviation: Zhejiang Wazam New Materials Co.Ltd(603186) Zhejiang Wazam New Materials Co.Ltd(603186) Zhejiang wazam new materials Co., Ltd. (No. 2, Huayi Road, Yuhang street, Yuhang District, Hangzhou City, Zhejiang Province) prospectus for public offering of convertible corporate bonds
Sponsor (lead underwriter):
January 2002
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
The company specially reminds investors to pay attention to the following major matters and risks, and carefully read the full text of the chapter “risk factors”. 1、 Notes on the issuance of convertible bonds meeting the issuance conditions
In accordance with the company law of the people’s Republic of China, the securities law of the people’s Republic of China, the measures for the administration of securities issuance of listed companies and other relevant laws, regulations and normative documents, the company has carefully examined the qualifications and conditions for applying for public issuance of A-share convertible corporate bonds, We believe that the company meets all the qualifications and conditions for the public issuance of A-share convertible corporate bonds. 2、 About the credit rating of convertible corporate bonds issued by the company this time
The convertible corporate bonds are rated by Shanghai new century credit evaluation and Investment Service Co., Ltd. according to the credit rating report of Zhejiang Wazam New Materials Co.Ltd(603186) public issuance of convertible corporate bonds in 2021 issued by it, Zhejiang Wazam New Materials Co.Ltd(603186) subject’s long-term credit rating is AA -, the current bond credit rating is AA +, and the rating outlook is stable.
According to the regulations of the regulatory authorities and the tracking rating system of rating agencies, after the initial rating, the rating agencies will carry out regular and irregular tracking rating on the evaluated objects during the existence of the evaluated bonds. The rating agencies will continue to pay attention to the changes in the external business environment, business or financial status, debt repayment guarantee and other factors of the evaluated objects, To continuously track the credit risk of the evaluated object. In the process of tracking rating, rating agencies will maintain the consistency of rating standards. 3、 The controlling shareholder of the company provides full and irrevocable guarantee for the convertible bonds issued by the company
(I) guarantee
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 owner’s equity of Zhejiang Wazam New Materials Co.Ltd(603186) was 1466.015 million yuan, less than 1.5 billion yuan. The issuance of convertible bonds adopts the guarantee mode of joint and several liability guarantee. The controlling shareholder of the company, Huali group, provides a full unconditional and irrevocable guarantee for the issuance of convertible bonds and undertakes joint and several guarantee liabilities. The guarantee scope includes the principal, interest, liquidated damages and The beneficiaries of the guarantee shall be all the holders of convertible corporate bonds.
(II) the external guarantee amount of Huali group does not exceed its latest audited net assets
According to the enterprise credit report inquired in the credit investigation center of the people’s Bank of China on June 17, 2021, the cumulative guarantee balance of Huali group is 1393831600 yuan, plus the guarantee amount of this convertible bond of 570 million yuan, the cumulative guarantee balance is 1963831600 yuan. By the end of 2020, the audited net assets of Huali group according to the consolidated criteria were 7909.4132 million yuan. Therefore, the net assets of Huali group can cover the accumulated external guarantee balance. (III) determination basis and fairness of guarantee fee
Huali group, the controlling shareholder of the issuer, is a private enterprise group with diversified investment and development based on Huali group and composed of several subordinate industrial companies. It focuses on industrial operation, industrial investment and integration. It controls more than 100 enterprises, including three listed companies, including the issuer, Kpc Pharmaceuticals Inc(600422) (600422. SH), Jianmin Pharmaceutical Group Co.Ltd(600976) (600976. SH). Huali group does not participate in the daily production, operation and management of the issuer, but performs the rights and obligations of controlling shareholders and maintains the interests of all shareholders through corporate governance mechanisms such as the general meeting of shareholders, the board of directors and the board of supervisors and strategic objective management. As the controlling shareholder of several listed companies, Huali group has perfect mechanism and system construction, relatively independent management of the issuer, and it is reasonable to charge guarantee fees according to the market rate.
The basis for determining the guarantee fee is: Huali group and the issuer negotiated and determined in accordance with the provisions of Huali group guarantee management system and with reference to the market rate of guarantee provided by shareholders of listed companies for listed companies.
According to Article 19 of the guarantee management system of Huali group, “the company may charge an annualized guarantee fee of no more than 2% of the guarantee amount for the guarantee of member enterprises”.
Upon inquiry, the market rate of the guarantee fee charged by the shareholders of A-share listed companies for the guarantee of listed companies is between 0.5% and 1.5%, and the 1% guarantee rate to be charged by Huali group to Zhejiang Wazam New Materials Co.Ltd(603186) is in line with the market rate. The rates of relevant guarantee fees are as follows:
Sequence code company name announcement time guarantee rate guarantee
Claim
1 000048 0.5% controlling shareholders of jingjizhi 2021 / 06 provide joint and several liability guarantee for the loan line of Bank of China and Agricultural Bank of China of RMB 550 million of the listed company
Guarantee: the guarantee fee of 0.5% per year shall be charged to the listed company according to the actual withdrawal amount of the listed company.
Jinghan Holding Group Co., Ltd. (hereinafter referred to as “Jinghan holding”) provides loan guarantee for listed companies and collects guarantee fees. If Jinghan holdings provides asset mortgage and 0.5% – 1% pledge guarantee for 2000615 Valley 2021 / 04 for listed company Aoyuan Meisi or its holding subsidiaries, the guarantee fee shall be charged at 1% of the guarantee contract amount / year; If Jinghan holdings provides credit guarantee for the listed company or its holding subsidiaries, the guarantee fee shall be charged at 0.5% of the guarantee contract amount / year; If it is less than one year, it shall be charged according to the actual days.
The controlling shareholder provided guarantee for the listed company’s 200 million yuan bank 3002554 China Oil Hbp Science & Technology.Ltd(002554) 2020 / 09 1% + counter guarantee loan, and provided 500 million yuan of financial security assistance. The listed company pays 1% guarantee fee.
Handan construction investment group, the controlling shareholder, has 4300368 Huijin shares 2020 / 08 with a limit of 0.5% – 1%. The company provides guarantee for no more than 1 billion bank loans or other financing methods for listed companies.
Guangdong Junhao Equity Investment Holding Co., Ltd., the controlling shareholder of shentiandi, provides financing guarantee for listed companies, and the guarantee fee is charged at 1%.
Sichuan Tourism Investment Group, the controlling shareholder, has 6 002712 SIMEX 2020 / 03 1% limited company to provide joint and several liability guarantee for bank loans of listed companies not exceeding 1 billion yuan, and charge 1% guarantee fee.
The controlling shareholder jiawo Group Co., Ltd. provides guarantee for the credit line of no more than US $10 million for 1.50% of the company’s subsidiaries in the city of shang730268 jiawo shares 2019 / 04, and the guarantee fee is expected to be no more than US $150000.
The controlling shareholder Jilin Changbai Mountain Tourism Co.Ltd(603099) development and construction (Group) Co., Ltd. provides guarantee for convertible bonds. The rate is: the Construction Group provides guarantee for 0.5% of 8 603099 Changbai Mountain Tourism Co.Ltd(603099) 2017 / 12 convertible corporate bonds issued by the listed company, The company shall, within 30 working days after paying the interest to the bondholders of the convertible company every year, according to the actual remaining principal balance of the bonds not converted into shares in the current year, The guarantee fee shall be calculated and paid at the annualized rate of 0.5%.
In conclusion, the 1% annualized guarantee fee paid by the issuer to the controlling shareholder is determined according to the guarantee management system of Huali group of the controlling shareholder Huali group and with reference to the market rate of guarantee provided by shareholders of listed companies. There is no significant difference from the market rate and is fair.
Related party transactions involved in Huali group providing guarantee for the issuance of convertible bonds and collecting guarantee fee
The following decision-making procedures have been performed in accordance with the law: the tenth meeting of the Fourth Board of directors held by the Issuer on January 20, 2021
