Important Notice
The Company specifically reminds investors to carefully read the full text of this prospectus summary and pay special attention to the following important matters before making investment decisions.
I. Explanation Regarding Compliance with Issuance Conditions
In accordance with the Securities Law, the Administrative Measures for Registration, and other relevant regulations, the Company has conducted a diligent review of its qualifications and conditions for applying to issue convertible corporate bonds to unspecified investors and believes that it meets the requirements for such issuance.
II. Credit Rating for the Convertible Bonds
The Company has engaged CCXI to provide a credit rating for these convertible bonds. The Company's entity credit rating is "AA-" with a stable outlook, and the credit rating for these convertible bonds is "AA-". The bonds are intended to be listed on the Shenzhen Stock Exchange. During the term of the convertible bonds, CCXI will conduct periodic and ad-hoc follow-up ratings, continuously monitoring changes in the Company's external operating environment, business or financial status, and debt repayment guarantees to track credit risk. If the credit rating is downgraded due to changes in the external environment, the Company's own circumstances, or rating standards, it will increase investment risk and impact investor returns.
III. No Guarantee Provided for the Convertible Bonds
The Company has not provided any guarantee for this issuance of convertible bonds. If events occur during the term of the bonds that have a significant negative impact on the Company's operations and debt repayment capacity, the investment risk may increase due to the lack of a guarantee.
IV. Profit Distribution Policy and Cash Dividends
(I) Company's Profit Distribution Policy
According to the Company's current Articles of Association, the main profit distribution policies are as follows:
- Profit Distribution Principles
The Company's profit distribution policy should prioritize reasonable investment returns for investors, aim for sustainable development and the protection of shareholder rights, maintain continuity and stability, and comply with relevant laws and regulations. Profit distribution shall not exceed the scope of accumulated distributable profits and shall not impair the Company's ability to continue as a going concern.
- Profit Distribution Methods
The Company may distribute dividends to investors in the form of cash, shares, or a combination of both. If conditions for cash dividends are met, cash dividends should be adopted.
- Conditions, Specific Ratios, and Intervals for Cash Dividends
The Company shall actively promote cash dividends when the following conditions are met:
(1) The distributable profit realized by the Company for the year (i.e., the after-tax profit remaining after the Company has made up for losses and allocated to the reserve fund) is positive;
(2) The audit institution has issued a standard unqualified audit report on the Company's financial report for that year;
(3) The Company has no major capital expenditure plans (excluding projects invested with raised funds).
Subject to meeting the conditions for cash dividends, the Company shall, in principle, distribute cash dividends once a year. The annual cash dividend shall not be less than 10% of the distributable profit realized for that year, and the cumulative cash dividends distributed in the three years following the listing shall not be less than 30% of the average annual distributable profit realized over those three years. The Company may also distribute stock dividends while implementing the above cash dividends.
The Board of Directors shall comprehensively consider factors such as the industry characteristics, development stage, business model, profitability, debt repayment capacity, major capital expenditure plans, and investor returns to propose differentiated cash dividend policies in the following circumstances:
(1) If the Company is in a mature development stage and has no major capital expenditure plans, the cash dividend ratio in the profit distribution shall be at least 80%;