Stock abbreviation: Yellow River Cyclone stock code: 600172 Henan Yellow River Cyclone Co., Ltd. Public Offering Corporate Bonds Prospectus Abstract (No. 200 Renmin Road, Changge City, Henan Province) Important Statement I. All directors, supervisors and senior management of the company promised to raise this The manual and its abstracts do not contain any false records, misleading statements or material omissions, and guarantee the truthfulness, accuracy and completeness of the information disclosed. 2. The person in charge of the company, the person in charge of accounting work and the person in charge of the accounting department shall ensure that the financial accounting report in this prospectus and its summary is true and complete. 3. Any decision made by the securities regulatory authority and other government departments on this issue does not indicate that it makes a substantial judgment or guarantee on the value of the issuer's corporate bond or the investor's income. Any statement that is contrary to this is a false and false statement. 4. According to the provisions of the Securities Law, after the issuance of corporate bonds in accordance with the law, the issuer's operation and income changes are the responsibility of the issuer, and the investment risks caused by the changes are the responsibility of the investors themselves. 5. Investors who subscribe, transfer and legally hold the issuer's bonds issued this time are deemed to have voluntarily accepted the agreement of the Prospectus on the Bondholders' Meeting Rules and the Bond Trusteeship Management Agreement. Significant events 1. The current bond rating is AA; before the current bond is listed, the company's latest net assets at the end of the period is 1.869 billion yuan (total of shareholders' equity in the consolidated statement on December 31, 2011), the company's three recent accounts The annual realized distributable profit for the year is RMB 72 million (the average net profit attributable to owners of the parent company in the 2009, 2010 and 2011 consolidated statements), which is expected to be no less than 1.5 times the annual interest of the current bond. . The issuance and listing of the bonds will be announced in the issuance announcement. Second, due to the overall operation of the national economy, the country's macroeconomic, financial and monetary policies and changes in the international environment, there is a possibility of fluctuations in market interest rates. The investment value of a bond may change with the fluctuation of market interest rate during its existence period, which makes the bond value held by the current bond investors have certain uncertainty. 3. According to the comprehensive evaluation of China Chengxin Securities Evaluation Co., Ltd. (hereinafter referred to as “Zhongcheng Integrityâ€), the company's main credit rating is AA, and the credit rating of the current bond is AA. China Chengxin will continue to track the credit risk of the bonds during the validity period of the current bond credit rating or during the current bond period, and issue regular follow-up rating results and reports. The issuer and China Chengxin will publish continuous tracking on the designated media of the Shanghai Stock Exchange website (http://) and the China Credit website (http://). Rating results. 4. The bonds are scheduled to be listed on the Shanghai Stock Exchange after the issuance of the bonds. Since the approval of the specific transaction and circulation of the bonds needs to be carried out after the issuance of the bonds, the issuer cannot guarantee that the bonds will be listed and traded as expected, and there is no guarantee that the bonds will be actively traded in the secondary market. There may be cases where corporate bonds are not actively traded or even unable to continue to trade in the secondary market, and investors may face bond liquidity risk. V. As of June 30, 2012, the issuer's consolidated statement has an asset-liability ratio of 42.66%. It is assumed that the issuance of corporate bonds will be completed by June 30, 2012, regardless of all issues incurred by the issuer arising from the financing process. Related expenses, the net amount of raised funds is 700 million yuan, and 450 million yuan of the raised funds are used to repay debts. The issuer's consolidated statement asset-liability ratio will rise to 46.62%. The company's overall debt ratio will increase long-term debt repayment risk. 6. In April 2011, the issuer completed the 2011 non-public offering of shares, with a total net proceeds of RMB 626,249,987.88, all for the “12,000 tons of alloy powder production line project†and “12 million geology per yearâ€. “Mineral drilling grade super-hard composite material production line projectâ€, although the investment project has a good market prospect and the project economic benefit is considerable, if the future market changes or other unforeseen circumstances lead to the new capacity efficiency situation does not meet the expected target The increase in depreciation expenses will have a certain impact on the company's overall operating performance in the future. 7. The issuer's current core business is the development, production and sales of super-hard materials. Although the company currently has a core competitive advantage in the industry, the production technology and process level of super-hard materials have been continuously improved in recent years. The sales price of hard materials has declined, and market competition has become increasingly fierce. If the sales price of superhard materials continues to weaken in the future, it will have an adverse impact on the company's profitability. 8. In order to clearly stipulate the rights, obligations and breach of contract obligations between the issuer, the bondholders and the bond trustee, the issuer has appointed Guohai Securities as the bond trustee of the current bond and has entered into the bond entrustment. The Management Agreement, in which the investor obtains the current bond by way of subscription, transaction or other legal means, is deemed to agree to the Bond Trusteeship Management Agreement formulated by the issuer. IX. The bondholders’ meeting is based on the resolution passed by the Bondholders’ Meeting Rules for all bondholders (including all bondholders present at meetings, not attending meetings, opposing resolutions or giving up voting rights, and After the relevant resolutions are passed, the holders of the bonds will be binding. Investors obtain the current bond through subscription, transaction or other legal means, which is deemed to be the consent of the issuer to establish the Bondholders Meeting Rules. Basic information and terms of the issue
(1) Approval of the issuance of corporate bonds
On May 12, 2012, the first extraordinary meeting of the 5th Board of Directors of the Company in 2012 reviewed and approved the Proposal on the Company's Issuance of Corporate Bonds.
On May 30, 2012, the Company's 2012 First Extraordinary General Meeting of Shareholders reviewed and approved the Proposal on the Company's Issuance of Corporate Bonds.
The announcement of the resolutions of the board of directors and the announcement of the resolutions of the shareholders' general meeting were published on the Shanghai Securities News and the website of the Shanghai Stock Exchange on May 15, 2012 and May 31, 2012, respectively.
Approved by the China Securities Regulatory Commission on July 31, 2012, the “Zheng Jian Li [2012] No. 1008†document was approved by the company to publicly issue corporate bonds with a total face value of not more than 700 million yuan. The company will determine the issue time, issue size and issue terms of each bond in the comprehensive market and other aspects.
(II) Basic information and issue terms of the bond issuance
1. Name of the current bond: Henan Huanghe Cyclone Co., Ltd. 2012 corporate bond.
2. Issuance scale of the current bond: The issuance scale is not more than RMB 700 million (including RMB 700 million).
3. The face value of the bonds and the issue price of the bonds: The face value of each bond of the current period is 100 yuan, which is issued at par value.
4. Bond term: The term of the bond is 5 years. At the end of the third year, the issuer raises the coupon rate option and the investor's option to sell back.
5. Bond interest rate and its determination method: The coupon rate of the current bond is fixed during the duration of the bond, and the interest is calculated on a yearly basis, excluding compound interest. The coupon rate of the current bond is determined by the issuer and the sponsor (lead underwriter) through market inquiry negotiation, but the final bond interest rate will not exceed the interest rate level defined by the State Council.
6. Bond form: real-name book-entry corporate bonds. The bond subscribed by the investor is recorded in the escrow account custody opened by the bond registration agency. After the issuance of the bond, the bondholders may perform the transfer and pledge of the bonds in accordance with the regulations of the relevant authorities.
7. Repayment method: The current bond pays interest on an annual basis and is repaid once a year. Interest is paid once a year and the last interest is paid with the principal. The interest paid by the bonds to investors on the annual interest payment date is the sum of the total amount of the bonds of the current period held by the investors at the close of the interest registration date and the annual coupon rate of the bonds, and the principal and interest paid to the investors on the redemption date. It is the principal interest of the current maturity of the current bonds held by the investors at the close of the registration date and the principal amount equal to the total amount of the coupons.
8. Interest-bearing period: The interest-bearing period is from August 23, 2012 to August 23, 2017.
9. Value date: The value date of the bonds is August 23, 2012.
10. Interest payment date: August 23 of each year is the interest payment date of the previous interest-bearing year (in the event of a statutory holiday or rest day, the first working day is postponed; no interest is charged for each interest payment) .
11. Maturity date: The maturity date of the bonds is August 23, 2017.
12. Redemption Date: The redemption date of the current bond is August 23, 2017 (in case of legal holidays or rest days, it will be postponed to the first working day thereafter).
13. Interest payment and redemption method: The principal and interest payment of the current bond will be based on the relevant provisions of the current bond registration institution, and the list of bondholders will be counted. The principal and interest payment method and other specific arrangements shall be handled in accordance with the relevant provisions of the bond registration agency.
14. Issuance method: This bond issuance adopts a combination of online public offering for public investors and online issuance to institutional investors.
15. Issue object and placement arrangement: The bond is issued to the public publicly, and the issuer's original A share shareholders are not given priority distribution.
16. The issuer raises the coupon rate option: The company has the right to decide the coupon rate for the two years after the current bond is raised at the end of the third year of the current bond, with an adjustment range of 0 to 100 basis points (including the number). One base point is 0.01%. On the 20th trading day prior to the interest payment date of the third interest-bearing year of the current bond, the Company will announce on the information disclosure media of the listed company designated by the China Securities Regulatory Commission on whether to raise the coupon rate and the increase rate of the current bond. If the Company does not exercise the option to increase the interest rate, the coupon rate of the subsequent maturity of the bonds will remain unchanged.
17. Investor's option to sell back: After the company issued a notice on whether to raise the coupon rate and the increase rate of the current bond, the bondholder has the right to choose the interest payment date of the third interest-bearing year of the current bond. All or part of the bonds held by the Company will be sold back to the Company at face value. Within 5 trading days from the date of the announcement by the Company regarding whether to raise the coupon rate and the increase rate of the current bond, investors who choose to sell all or part of the current bonds to the issuer may proceed in a specified manner. Resale declaration. The bondholder's return sales declaration cannot be revoked after confirmation, and the corresponding corporate bond share will be frozen. If the return sales report period is not reported, it will be deemed as abandoning the sale option and continue to hold the current bond and accept The above decision on whether to raise the coupon rate and the increase in the current bond. The third interest-bearing annual interest payment date of the current bond is the resale payment date. The Company will complete the resale payment work in accordance with the relevant business rules of the Shanghai Stock Exchange and the registration institution.
18. Guarantee method: The current corporate bonds are unsecured corporate bonds.
19. Credit rating and credit rating agency: After comprehensive evaluation by China Credit, the credit rating of the current bond is AA, and the issuer's credit rating is AA.
20. Sponsor, bond trustee: Guohai Securities Co., Ltd.
21. Issue object: Citizens holding the ID card of the People's Republic of China (effective military personnel holding valid documents) and institutional investors recognized by the regulatory authorities (except as otherwise provided by national laws and regulations).
22. Underwriting method: The current bond is organized by the sponsor (lead underwriter) Guohai Securities Co., Ltd., and the underwriting group is underwritten by the method of balance underwriting.
23. Estimated issuance cost: The total cost of bond issuance (including underwriting and sponsorship fees, entrusted management fees, lawyer fees, audit fees, credit rating fees, etc.) is expected to not exceed 1.50% of the total funds raised.
24. New Pledged Repo: The issuer's main credit rating is AA, and the credit rating of this bond is AA, which is in line with the basic conditions for conducting new pledged repo transactions. The issuer intends to apply to the exchange and bond registration agency for a new pledged repo arrangement. If approved, specific conversion rates and other matters will be implemented in accordance with the relevant regulations of the exchange and bond registration agencies.
25. Tax reminder: According to the relevant tax laws and regulations of the state, the tax payable by investors for investing in this bond shall be borne by the investor.
26. Use of funds raised in the current period: The corporate bonds issued this time are intended to repay bank loans and supplement the company's working capital.
27. Place to be listed: Shanghai Stock Exchange.
28. Listing Arrangement: After the completion of the issuance, the issuer will submit an application for the listing of the current bond to the Shanghai Stock Exchange as soon as possible. The specific time to market will be announced separately. With the approval of the regulatory authorities, the bonds may also be listed and traded at other trading venues permitted by applicable law.
Current bond issuance and listing arrangements
The important dates before the listing of the bonds are as follows: The company will apply to the Shanghai Stock Exchange as soon as possible after the issuance of the bonds, and go through the relevant listing procedures. The specific time to market will be announced separately.
(1) Approval of the issuance of corporate bonds
On May 12, 2012, the first extraordinary meeting of the 5th Board of Directors of the Company in 2012 reviewed and approved the Proposal on the Company's Issuance of Corporate Bonds.
On May 30, 2012, the Company's 2012 First Extraordinary General Meeting of Shareholders reviewed and approved the Proposal on the Company's Issuance of Corporate Bonds.
The announcement of the resolutions of the board of directors and the announcement of the resolutions of the shareholders' general meeting were published on the Shanghai Securities News and the website of the Shanghai Stock Exchange on May 15, 2012 and May 31, 2012, respectively.
Approved by the China Securities Regulatory Commission on July 31, 2012, the “Zheng Jian Li [2012] No. 1008†document was approved by the company to publicly issue corporate bonds with a total face value of not more than 700 million yuan. The company will determine the issue time, issue size and issue terms of each bond in the comprehensive market and other aspects.
(II) Basic information and issue terms of the bond issuance
1. Name of the current bond: Henan Huanghe Cyclone Co., Ltd. 2012 corporate bond.
2. Issuance scale of the current bond: The issuance scale is not more than RMB 700 million (including RMB 700 million).
3. The face value of the bonds and the issue price of the bonds: The face value of each bond of the current period is 100 yuan, which is issued at par value.
4. Bond term: The term of the bond is 5 years. At the end of the third year, the issuer raises the coupon rate option and the investor's option to sell back.
5. Bond interest rate and its determination method: The coupon rate of the current bond is fixed during the duration of the bond, and the interest is calculated on a yearly basis, excluding compound interest. The coupon rate of the current bond is determined by the issuer and the sponsor (lead underwriter) through market inquiry negotiation, but the final bond interest rate will not exceed the interest rate level defined by the State Council.
6. Bond form: real-name book-entry corporate bonds. The bond subscribed by the investor is recorded in the escrow account custody opened by the bond registration agency. After the issuance of the bond, the bondholders may perform the transfer and pledge of the bonds in accordance with the regulations of the relevant authorities.
7. Repayment method: The current bond pays interest on an annual basis and is repaid once a year. Interest is paid once a year and the last interest is paid with the principal. The interest paid by the bonds to investors on the annual interest payment date is the sum of the total amount of the bonds of the current period held by the investors at the close of the interest registration date and the annual coupon rate of the bonds, and the principal and interest paid to the investors on the redemption date. It is the principal interest of the current maturity of the current bonds held by the investors at the close of the registration date and the principal amount equal to the total amount of the coupons.
8. Interest-bearing period: The interest-bearing period is from August 23, 2012 to August 23, 2017.
9. Value date: The value date of the bonds is August 23, 2012.
10. Interest payment date: August 23 of each year is the interest payment date of the previous interest-bearing year (in the event of a statutory holiday or rest day, the first working day is postponed; no interest is charged for each interest payment) .
11. Maturity date: The maturity date of the bonds is August 23, 2017.
12. Redemption Date: The redemption date of the current bond is August 23, 2017 (in case of legal holidays or rest days, it will be postponed to the first working day thereafter).
13. Interest payment and redemption method: The principal and interest payment of the current bond will be based on the relevant provisions of the current bond registration institution, and the list of bondholders will be counted. The principal and interest payment method and other specific arrangements shall be handled in accordance with the relevant provisions of the bond registration agency.
14. Issuance method: This bond issuance adopts a combination of online public offering for public investors and online issuance to institutional investors.
15. Issue object and placement arrangement: The bond is issued to the public publicly, and the issuer's original A share shareholders are not given priority distribution.
16. The issuer raises the coupon rate option: The company has the right to decide the coupon rate for the two years after the current bond is raised at the end of the third year of the current bond, with an adjustment range of 0 to 100 basis points (including the number). One base point is 0.01%. On the 20th trading day prior to the interest payment date of the third interest-bearing year of the current bond, the Company will announce on the information disclosure media of the listed company designated by the China Securities Regulatory Commission on whether to raise the coupon rate and the increase rate of the current bond. If the Company does not exercise the option to increase the interest rate, the coupon rate of the subsequent maturity of the bonds will remain unchanged.
17. Investor's option to sell back: After the company issued a notice on whether to raise the coupon rate and the increase rate of the current bond, the bondholder has the right to choose the interest payment date of the third interest-bearing year of the current bond. All or part of the bonds held by the Company will be sold back to the Company at face value. Within 5 trading days from the date of the announcement by the Company regarding whether to raise the coupon rate and the increase rate of the current bond, investors who choose to sell all or part of the current bonds to the issuer may proceed in a specified manner. Resale declaration. The bondholder's return sales declaration cannot be revoked after confirmation, and the corresponding corporate bond share will be frozen. If the return sales report period is not reported, it will be deemed as abandoning the sale option and continue to hold the current bond and accept The above decision on whether to raise the coupon rate and the increase in the current bond. The third interest-bearing annual interest payment date of the current bond is the resale payment date. The Company will complete the resale payment work in accordance with the relevant business rules of the Shanghai Stock Exchange and the registration institution.
18. Guarantee method: The current corporate bonds are unsecured corporate bonds.
19. Credit rating and credit rating agency: After comprehensive evaluation by China Credit, the credit rating of the current bond is AA, and the issuer's credit rating is AA.
20. Sponsor, bond trustee: Guohai Securities Co., Ltd.
21. Issue object: Citizens holding the ID card of the People's Republic of China (effective military personnel holding valid documents) and institutional investors recognized by the regulatory authorities (except as otherwise provided by national laws and regulations).
22. Underwriting method: The current bond is organized by the sponsor (lead underwriter) Guohai Securities Co., Ltd., and the underwriting group is underwritten by the method of balance underwriting.
23. Estimated issuance cost: The total cost of bond issuance (including underwriting and sponsorship fees, entrusted management fees, lawyer fees, audit fees, credit rating fees, etc.) is expected to not exceed 1.50% of the total funds raised.
24. New Pledged Repo: The issuer's main credit rating is AA, and the credit rating of this bond is AA, which is in line with the basic conditions for conducting new pledged repo transactions. The issuer intends to apply to the exchange and bond registration agency for a new pledged repo arrangement. If approved, specific conversion rates and other matters will be implemented in accordance with the relevant regulations of the exchange and bond registration agencies.
25. Tax reminder: According to the relevant tax laws and regulations of the state, the tax payable by investors for investing in this bond shall be borne by the investor.
26. Use of funds raised in the current period: The corporate bonds issued this time are intended to repay bank loans and supplement the company's working capital.
27. Place to be listed: Shanghai Stock Exchange.
28. Listing Arrangement: After the completion of the issuance, the issuer will submit an application for the listing of the current bond to the Shanghai Stock Exchange as soon as possible. The specific time to market will be announced separately. With the approval of the regulatory authorities, the bonds may also be listed and traded at other trading venues permitted by applicable law.
Current bond issuance and listing arrangements
The important dates before the listing of the bonds are as follows: The company will apply to the Shanghai Stock Exchange as soon as possible after the issuance of the bonds, and go through the relevant listing procedures. The specific time to market will be announced separately.
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