Stock abbreviation: Zhong Fu Tong Group Co.Ltd(300560) Stock Code: 300560 Zhong Fu Tong Group Co.Ltd(300560)
（Zhong Fu Tong Group Co.,Ltd）
(registered address: floors 20, 21 and 22, building 4, zone F, software park, No. 89, software Avenue, Tongpan Road, Gulou District, Fuzhou City, Fujian Province)
Issue convertible corporate bonds to unspecified objects and list them on the gem
Prospectus
(application draft)
Sponsor (lead underwriter)
(2401, Minmetals finance building, 3165 Binhai Avenue, Haizhu community, Yuehai street, Nanshan 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 that before making investment decisions, they must carefully read the text of this prospectus and pay special attention to the following important matters. 1、 Notes on the issuance of convertible corporate bonds meeting the issuance conditions
According to relevant laws and regulations such as the securities law, the measures for the administration of securities issuance registration of companies listed on the gem (for Trial Implementation), the measures for the administration of convertible corporate bonds and so on, the company’s issuance of convertible bonds to unspecified objects meets the statutory issuance conditions. 2、 Investment risk of convertible corporate bonds issued this time
Convertible corporate bond is an investment tool with both bond nature and equity nature. The transaction terms are relatively complex and require investors to have certain professional knowledge. Before purchasing this convertible bond, investors should carefully study and understand the relevant terms in order to make correct investment decisions. 3、 Credit rating of convertible corporate bonds issued this time
The company hired China Securities PENGYUAN credit rating Co., Ltd. to conduct credit rating for the convertible bonds issued this time. According to the credit rating report (zhongpengxin Ping [2021] No. Z [1602] 01) issued by China Securities PENGYUAN credit rating Co., Ltd. on December 30, 2021, the company’s main credit rating was a + and the rating outlook was stable as of September 30, 2021, The credit rating of this convertible bond is a +.
After the convertible bonds issued this time are listed, during the duration of the bonds, CSI PENGYUAN credit evaluation Co., Ltd. will track and rate the credit status of the bonds regularly or irregularly, and issue a tracking and rating report. Regular follow-up rating shall be conducted at least once a year during the duration of the bond. If the credit rating of the current convertible bonds is reduced 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. 4、 There is no guarantee for convertible corporate bonds issued this time
The convertible bonds issued by the company this time are not guaranteed. Investors are reminded that there may be cashing risk of this convertible bond because there is no guarantee.
5、 Dividend distribution policy and cash dividend of the company
(I) profit distribution policy
In order to improve and perfect the company’s scientific, sustainable and stable profit distribution, decision-making and supervision mechanism and give investors a reasonable return on investment, According to the requirements of the notice on further implementing matters related to cash dividends of listed companies (zjf [2012] No. 37) and the guidelines for the supervision of listed companies No. 3 – cash dividends of listed companies (zjf announcement [2013] No. 43) issued by the CSRC, after the issuance of convertible corporate bonds to unspecified objects is completed, The company will continue to follow the profit distribution policy formulated in the articles of association and actively give returns to the company’s shareholders. There is no significant change in the company’s profit distribution policy after the issuance of convertible corporate bonds to unspecified objects. The main contents of profit distribution policies in the articles of association are as follows: 1. Decision making mechanism and procedure of profit distribution
The profit distribution plan of the company shall be formulated by the board of directors and submitted to the general meeting of shareholders for approval after deliberation and approval; When formulating the profit distribution plan, the board of directors shall fully consider the opinions of independent directors, the board of supervisors and public investors.
2. Profit distribution principle
The company’s profit distribution policy should pay attention to the reasonable investment return to investors and maintain continuity and stability. The company may distribute profits in the form of cash and shares. The profit distribution shall not exceed the scope of accumulated distributable profits and shall not damage the company’s sustainable operation ability. The board of directors, the board of supervisors and the general meeting of shareholders shall fully consider the opinions of independent directors and public investors in the decision-making and demonstration of profit distribution policies.
3. Profit distribution form
The company distributes profits in cash, stock or a combination of cash and stock, and gives priority to cash distribution; On the premise of meeting the capital needs of the company’s operation, predictable major investment plans or major cash expenditures, the board of directors of the company may make interim dividends according to the company’s current operating profits and cash flow. The specific plan must be reviewed by the board of directors and submitted to the general meeting of shareholders for approval.
4. Specific conditions for profit distribution of the company
Under the condition of meeting the capital needs of the company’s normal production and operation, if there is no major investment plan or major cash expenditure, the company shall distribute dividends in cash, and the profits distributed in cash shall not be less than 20% of the distributable profits realized in the current year. While implementing the above cash dividend distribution, the company can buy other assets or make foreign investment that reaches or exceeds 30% of the company’s total audited assets in the latest year.
The board of directors of the company may propose the company to make interim cash distribution according to the capital demand of the company. The company will maintain the continuity and stability of the dividend distribution policy. If the dividend distribution policy is changed, it must be voted by the board of directors and the general meeting of shareholders. The company will formulate or adjust the shareholder return plan according to its own actual situation and in combination with the opinions of shareholders (especially public investors) and independent directors, but the company guarantees that the current and future shareholder return plan shall not violate the following principles: if there is no major investment plan or major cash expenditure, the company shall distribute dividends in cash, The profits distributed in cash shall not be less than 20% of the distributable profits realized in the current year.
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. 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 at least reach 20%;
If the development stage of the company is difficult to distinguish, but there are major capital expenditure arrangements, it shall be handled in accordance with the provisions of the preceding paragraph.
The company’s dividend distribution shall not exceed the scope of accumulated distributable profits.
5. Formulation of profit distribution plan
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.
When the company distributes profits or adjusts the profit distribution policy by means of shares or a combination of cash and shares, it shall be deliberated and approved by the general meeting of shareholders in the form of special resolution.
6. Implementation of profit distribution plan
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 2 months after the general meeting of shareholders is held.
7. Change of profit distribution policy
If the company really needs to adjust the profit distribution policy according to the capital needs of production and operation, major investment and development planning, the adjusted profit distribution policy shall not violate the relevant provisions of the CSRC and the stock exchange; The proposal on adjusting the profit distribution policy shall seek the opinions of the independent directors and the board of supervisors in advance, and shall not be submitted to the general meeting of shareholders of the company for deliberation until it is reviewed and approved by the board of directors of the company. The matter shall be approved by more than 2 / 3 of the voting rights held by the shareholders attending the general meeting of shareholders. In order to fully listen to the opinions of minority shareholders, the company shall provide convenience for public shareholders to participate in the general meeting of shareholders by providing online voting, and independent directors can publicly solicit the voting rights of minority shareholders if necessary.
8. Disclosure of profit distribution policy
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.
9. If a shareholder of the company illegally occupies the company’s funds, the company shall deduct the cash dividend distributed to the shareholder to repay the funds occupied.
(II) changes of the company’s dividend distribution policy before and after the issuance
After the issuance of convertible corporate bonds, the company will continue the current dividend distribution policy. If the regulatory authorities or relevant laws and regulations of the listed company put forward new requirements for the dividend distribution policy of the listed company, the company will revise the existing dividend distribution policy according to the relevant requirements and perform the corresponding approval procedures.
(III) profit distribution of the company during the reporting period
1. Profit distribution plan and implementation in 2018
On May 10, 2019, the company’s 2018 annual general meeting of shareholders deliberated and approved the company’s 2018 annual profit distribution plan, which distributed a cash dividend of RMB 0.59 (tax included) for every 10 shares to all shareholders based on the total share capital of 157770000 shares, with a total cash dividend of RMB 9308430 (tax included); At the same time, the capital reserve is converted into share capital to increase 2 shares for every 10 shares to all shareholders, with a total of 31554000 shares. The above profit distribution plan has been implemented.
2. Profit distribution plan and implementation in 2019
In 2019, the company did not pay cash dividends, bonus shares or increase share capital with capital reserve.
3. Profit distribution plan and implementation in 2020
On June 28, 2021, the 2020 annual general meeting of shareholders of the company deliberated and approved the plan for profit distribution of the company in 2020. Based on the total share capital of 226269812 shares, a cash dividend of RMB 1.77 (tax included) was distributed to all shareholders for every 10 shares, with a total cash dividend of RMB 40049756.72 (tax included); The remaining undistributed profits are carried forward to be distributed in subsequent years. In 2020, the company did not give bonus shares and did not convert capital reserve into share capital. The above profit distribution plan has been implemented.
(IV) amount and proportion of cash dividends of the company during the reporting period
The cash dividends of the company in the last three years are as follows:
Unit: 10000 yuan
Cash dividend amount in dividend year (tax included) ratio of annual distributable profit to annual distributable profit
In 2018, 930.84 4585.75 20.30%
2019 – 3599.87-
2020 4004.98 4942.81 81.03%
The accumulated cash dividend amount in the last three years is 4935.82
Average annual distributable net profit in the last three years
