苏州天准科技股份有限公司向不特定对象发行可转换公司债券并在科创板上市募集说明书摘要

Core Viewpoint - The company is issuing convertible bonds to unspecified investors, with specific risks and conditions outlined for potential investors, including credit ratings and shareholder participation commitments. Group 1: Convertible Bonds Issuance - The company is issuing convertible bonds that require investors to meet specific suitability criteria for the Sci-Tech Innovation Board [3] - The bonds have a redemption clause, with a redemption price of 112% of the face value, including the last interest payment, if not converted into shares [3] - The company has engaged a credit rating agency, with the bonds rated AA- and a stable outlook [4] Group 2: Risks Associated with Bonds - The bonds are not secured, which may pose repayment risks for investors [5] - Investors who do not meet the suitability criteria may face losses if the redemption price is lower than their acquisition cost [3] Group 3: Shareholder Participation - Major shareholders, including Qingyi Investment and Ningbo Zhunzhi, may participate in the bond subscription and have committed to adhere to relevant regulations [6][7] - Shareholders with over 5% ownership, including Xu Yihua and Xu Wei, have also expressed potential interest in subscribing to the bonds under similar commitments [8][9] Group 4: Financial Performance and Risks - The company has experienced fluctuations in net profit, with figures of 15,210.36 million, 21,517.24 million, 12,469.06 million, and -1,516.90 million over recent periods, indicating potential volatility in earnings [13] - The company's gross profit margin has declined from 40.09% to 35.47%, raising concerns about future profitability [14] - Accounts receivable have increased significantly, with balances of 49,124.86 million, 51,281.85 million, 62,359.73 million, and 46,219.54 million, indicating cash flow risks [15][16] Group 5: Profit Distribution Policy - The company aims for a stable profit distribution policy, prioritizing cash dividends when conditions allow, with a minimum cash distribution of 10% of distributable profits [18][19] - The company has specific conditions for cash dividends, including positive distributable profits and sufficient cash flow [20][21] - The company plans to maintain its current profit distribution policy post-bond issuance, subject to regulatory changes [33]