Securities code: 300763 securities abbreviation: Ginlong Technologies Co.Ltd(300763) Announcement No.: 2022-007 Ginlong Technologies Co.Ltd(300763)
Announcement on issuing convertible corporate bonds to unspecified objects
Sponsor (lead underwriter): Haitong Securities Company Limited(600837)
The company and all members of the board of directors guarantee that the information disclosed is true, accurate and complete without false records, misleading statements or major omissions.
hot tip
Ginlong Technologies Co.Ltd(300763) (hereinafter referred to as ” Ginlong Technologies Co.Ltd(300763) “, “issuer” or “company”) and the recommendation institution (lead underwriter) Haitong Securities Company Limited(600837) (hereinafter referred to as “recommendation institution (lead underwriter)” or ” Haitong Securities Company Limited(600837) “) in accordance with the securities law of the people’s Republic of China and the measures for the administration of securities issuance and underwriting (CSRC order [No. 144]) Measures for the administration of securities issuance and registration of companies listed on the gem (for Trial Implementation) (order [No. 168] of the CSRC) (hereinafter referred to as the “measures for the administration of registration”), detailed rules for the implementation of convertible corporate bond business of Shenzhen Stock Exchange (hereinafter referred to as the “detailed rules”) Convertible corporate bonds (hereinafter referred to as “convertible bonds”) are issued in accordance with the relevant provisions of “Chapter III refinancing, mergers and acquisitions, Section III issuance of convertible corporate bonds to unspecified objects” in the guide for self-regulation of companies listed on the gem of Shenzhen Stock Exchange No. 1 – business handling.
The convertible bonds issued this time shall be placed preferentially to the original shareholders registered by China Securities Depository and Clearing Co., Ltd. Shenzhen Branch after the closing of the market on the equity registration date (February 9, 2022, t-1), The balance after the preferential placement of the original shareholders (including the part that the original shareholders give up the preferential placement) is issued to the public investors online through the trading system of Shenzhen Stock Exchange (hereinafter referred to as “Shenzhen Stock Exchange”). Investors who participate in online subscription application should carefully read this announcement and the website of Shenzhen Stock Exchange (www.szse. CN.) The promulgated implementation rules. 1、 Key issues for investors
The key tips on the issuance process, subscription, payment and disposal of investors’ abandonment of convertible corporate bonds issued to unspecified objects are as follows:
(I) the preferred placement date of the original shareholders of this convertible bond issuance and the online subscription date are February 10, 2022 (t day), and the online subscription time is 9:15 ~ 11:30 and 13:00 ~ 15:00 on t day. When the original shareholders participate in the priority placement, they shall pay the capital in full according to the number of convertible bonds under the priority placement within their priority placement limit. The original shareholders and public investors do not need to pay the subscription fund when they participate in the online subscription of the balance after the priority placement.
(II) investors shall reasonably determine the purchase amount in combination with the regulatory requirements of the industry and the corresponding asset scale or capital scale, and shall not purchase beyond the asset scale. If the sponsor (lead underwriter) finds that the investor fails to comply with the industrial regulatory requirements and applies for purchase beyond the corresponding asset scale or capital scale, the sponsor (lead underwriter) has the right to determine that the investor’s subscription is invalid. Investors shall express their purchase intention independently and shall not fully entrust securities companies to purchase on their behalf.
(III) investors can only use one securities account to participate in the online subscription of convertible bonds. If the same investor uses multiple securities accounts to participate in the subscription of the same convertible bond, or the investor uses the same securities account to participate in the subscription of the same convertible bond for many times, the first subscription of the investor shall be valid, and the other subscriptions shall be invalid.
The principle of confirming that multiple securities accounts are held by the same investor is that the “account holder name” and “valid identity document number” in the securities account registration data are the same. The registration data of securities account shall be subject to the end of T-1 day.
(IV) Shenzhen Stock Exchange has formulated the necessary provisions for the disclosure of investment risk of convertible corporate bonds issued to unspecified objects. From October 26, 2020, if investors participate in the purchase transaction of convertible bonds issued to unspecified objects, they shall sign the disclosure of investment risk of convertible corporate bonds issued to unspecified objects (hereinafter referred to as “risk disclosure”) in paper or electronic form. If the investor fails to sign the risk disclosure statement, the member shall not accept its subscription or purchase entrustment. The investor who has held the relevant convertible bonds can choose to continue to hold, convert into shares, resell or sell. The foregoing requirements are not applicable to professional investors who meet the requirements of the measures for the administration of the appropriateness of securities and futures investors, directors, supervisors and senior managers of the convertible bond issuer, and shareholders with a shareholding ratio of more than 5% who apply for and trade the convertible bonds issued by the issuer.
(V) after winning the subscription of convertible bonds, online investors shall fulfill the obligation of capital settlement in accordance with the announcement on the results of online winning of Ginlong Technologies Co.Ltd(300763) issuance of convertible corporate bonds to unspecified objects, so as to ensure that their capital account will have sufficient subscription funds on February 14 (T + 2) 2022. The transfer of investors’ funds shall comply with the relevant provisions of the securities company where the investors are located. If the investor’s subscription fund is insufficient, the insufficient part shall be deemed as giving up the subscription, and the resulting consequences and relevant legal liabilities shall be borne by the investor. According to the relevant regulations of CSDCC Shenzhen Branch, the minimum unit to give up subscription is 1 piece. The part that online investors give up subscription shall be underwritten by the sponsor (lead underwriter).
(VI) when the total number of convertible bonds subscribed by the original shareholders and online investors is less than 70% of the number of this issuance; Or when the total number of convertible bonds subscribed by the original shareholders and paid by online investors is less than 70% of the number of this issuance, the issuer and the lead underwriter will negotiate whether to take measures to suspend the issuance and report to the Shenzhen Stock Exchange in time. If the issuance is suspended, announce the reasons for the suspension and restart the issuance at the right time.
The part of the subscription amount of this issuance less than 897 million yuan shall be underwritten by the sponsor (lead underwriter). The underwriting base is 897 million yuan. The recommendation institution (lead underwriter) determines the final placement result and underwriting amount according to the online capital arrival. In principle, the underwriting proportion of the lead underwriter shall not exceed 30% of the total issuance, that is, in principle, the maximum underwriting amount is 269.1 million yuan. When the underwriting ratio exceeds 30% of the total amount of this issuance, the lead underwriter will start the internal underwriting risk assessment procedure, continue to perform the issuance procedure or take measures to suspend the issuance after reaching an agreement with the issuer. If it is determined to continue to perform the issuance procedures, the recommendation institution (lead underwriter) will adjust the final underwriting proportion, fully underwrite the amount less than the subscription amount of investors, and report to the Shenzhen Stock Exchange in time; If it is determined to take measures to suspend the issuance, the recommendation institution (lead underwriter) and the issuer will timely report to the Shenzhen Stock Exchange, announce the reasons for the suspension of the issuance, and choose an opportunity to restart the issuance within the validity period of the approval. (VII) if the investor has won the lottery for 3 times but failed to pay in full within 12 consecutive months, he shall not participate in the subscription of new shares, depositary receipts, convertible bonds and exchangeable bonds within 6 months (calculated as 180 natural days, including the next day) from the next day of the settlement participant’s last declaration of abandonment of subscription.
The situation of abandoning subscription shall be judged by investors. The number of times of abandonment of subscription shall be calculated according to the cumulative number of new shares, depositary receipts, convertible corporate bonds and exchangeable corporate bonds actually abandoned by investors; If an investor holds multiple securities accounts and abandons subscription in any one of the securities accounts, the number of times of abandonment shall be calculated cumulatively. The situations of abandonment of subscription occurred in disqualification and cancellation of securities accounts are also included in the statistics.
For the special account for directional asset management and enterprise annuity account of customers of securities companies, if the “account holder’s name” and “valid identity document number” in the registration data of securities accounts are the same, statistics shall be made according to different investors.
(VIII) once the entrustment of the investor is accepted, the order shall not be cancelled.
(IX) the self operated account of the recommendation institution (lead underwriter) shall not participate in this subscription.
(x) no guarantee is provided for the issuance of convertible corporate bonds. The company did not provide guarantee measures for the issuance of convertible corporate bonds this time. If there are events that have a significant negative impact on the company’s operation and management and solvency during the duration of convertible bonds, the convertible bonds may increase the cashing risk due to the failure to provide guarantee.
（11） All the convertible bonds and shares issued this time are new shares.
（12） Investors must fully understand the relevant laws and regulations on the issuance of convertible corporate bonds, carefully read the contents of this announcement, know the issuance process and placement principle of this issuance, fully understand the investment risk and market risk of convertible corporate bonds, and prudently participate in the subscription of convertible corporate bonds. Once the investor participates in this subscription, the sponsor (lead underwriter) shall be deemed as the investor’s commitment: the investor’s participation in this subscription complies with the provisions of laws and regulations and this announcement, and all violations and corresponding consequences arising therefrom shall be borne by the investor.
2、 The convertible bonds can be divided into two parts
(I) implement preferential placement to the original A-share shareholders registered after the closing of the stock market on the equity registration date (February 9, 2022, t-1). Of which:
1. The preferential subscription of the original A-share shareholders is carried out through the trading system of Shenzhen Stock Exchange, the placing code is “380763”, and the placing is referred to as “jinlang debt distribution” for short; If the number of convertible bonds subscribed by the original shareholders for online priority placement is less than 1, it shall be implemented in accordance with the business guidelines of the securities issuer of China Securities Depository and Clearing Corporation Shenzhen Branch (hereinafter referred to as “China Securities Depository and Clearing Corporation Shenzhen Branch” or “registration company”), that is, the number of preferred subscriptions less than 1 shall be sorted according to the number, Carry the small amount to the large number of original shareholders participating in the preferential subscription, so as to achieve the minimum bookkeeping unit of 1 piece, and carry out the cycle until all the shares are allocated.
2. If the ” Ginlong Technologies Co.Ltd(300763) ” shares held by the original shareholders are deposited in two or more securities business departments, the number of shares that can be subscribed shall be calculated based on the shares deposited in each business department, and the placement and subscription must be carried out in the corresponding securities business department in accordance with the relevant business rules of the registration company.
3. In addition to participating in the priority placement, the original A-share shareholders can also participate in the online subscription of the balance after the priority placement. (II) the balance of priority allocation and after-sales is issued through the online pricing of the trading system of Shenzhen Stock Exchange. The subscription code is “370763”, and the subscription is referred to as “jinlang bond issuance”. The minimum subscription quantity of each securities account participating in this online pricing issuance is 10 (1000 yuan), and each 10 is a subscription unit. If there are more than 10, it must be an integral multiple of 10. The upper limit of subscription for each account is 10000 (1 million yuan), and the excess part is invalid.
1. Ginlong Technologies Co.Ltd(300763) the issuance of convertible corporate bonds to unspecified objects (hereinafter referred to as “jinlang convertible bonds”) has been approved and registered by the China Securities Regulatory Commission in the document of “CSRC license [2022] No. 55”. 2. This time, a total of 897 million yuan of convertible bonds were issued, with a face value of 100 yuan each, totaling 8.97 million pieces, which were issued at face value.
3. The convertible corporate bonds issued this time are referred to as “jinlang convertible bonds” for short, and the bond code is “123137”. 4. The number of convertible bonds that can be preferentially placed by the original shareholders is the number of shares of the issuer registered after the closing of the equity registration date (February 9, 2022, t-1). The amount of convertible bonds that can be placed is calculated according to the proportion of convertible bonds with a face value of RMB 3.6230 per share, and then converted into the number of convertible bonds at a rate of RMB 100 per piece, each of which is an application unit. The original shareholders can decide the amount of convertible bonds actually subscribed according to their own conditions. The preferred placement of this issue to the original shareholders adopts online placement, and the preferred subscription of the original shareholders is carried out through the trading system of Shenzhen Stock Exchange. The placement code is “380763”, and the placement is referred to as “jinlang bond distribution”.
The online placement of less than 1 sheet shall be carried out in accordance with the business guide of the securities issuer of the registration company, that is, the priority subscription quantity of less than 1 sheet shall be sorted according to the quantity, and the small number shall be carried forward to the original shareholders who participate in the priority subscription, so as to achieve the minimum bookkeeping unit of 1 sheet, which shall be carried out in a circular manner until all allocations are completed.
Ginlong Technologies Co.Ltd(300763) the total share capital of the existing A-Shares is 247580246 shares, and there is no repurchase of treasury shares in the special account, that is, the total share capital with the priority placement right of the original shareholders is 247580246 shares. According to the preferred placement proportion of this issuance, the total amount of convertible bonds that the original A-share shareholders can subscribe for is about 8969832, accounting for about 99.998% of the total amount of convertible bonds issued this time. Since less than one share is executed in accordance with the share allotment business guidelines of the registration company, the final total number of preferred placements may be slightly different.
In addition to participating in the priority placement, the original A-share shareholders can also participate in the online subscription of the balance after the priority placement. 5. General public investors participate in online subscription through the trading system of Shenzhen Stock Exchange. The subscription code is “370763”, and the subscription is referred to as “jinlang bond issuance”. The minimum subscription quantity of each account is 10 sheets (1000 yuan), and each 10 sheets is a subscription unit. If there are more than 10 sheets, it must be an integral multiple of 10 sheets. The upper limit of each account is 10000 sheets (1 million yuan), and the excess is invalid. At the time of subscription, investors do not need to pay the subscription fund.
6. There is no limit on the holding period of jinlang convertible bonds issued this time. Investors can trade jinlang convertible bonds placed on the first day of listing.
7. All the convertible bonds and shares issued this time are new shares.
8. This offering is not listed, and the listing matters will be announced separately. The issuer will go through the relevant listing procedures as soon as possible after the end of this offering.
9. Investors must pay attention to the specific provisions in the announcement on the issuance method, issuance object, placement / issuance method, purchase time, purchase method, purchase procedure, purchase price, purchase quantity, payment of subscription funds, disposal of investors’ abandonment, etc.
10. Investors shall not illegally use other people’s accounts or funds for purchase, nor shall they finance or help others finance and purchase in violation of regulations. Investors who apply for and hold jinlang convertible bonds shall comply with relevant laws and regulations and relevant provisions of the CSRC, and bear corresponding legal liabilities.
11. This announcement only gives a brief explanation to investors on the matters related to the issuance of jinlang convertible bonds, and does not constitute any investment suggestions for the issuance of jinlang convertible bonds. Investors want to know the details of jinlang convertible bonds, Please read the prospectus of Ginlong Technologies Co.Ltd(300763) gem for issuing convertible corporate bonds to unspecified objects and the suggestive announcement of Ginlong Technologies Co.Ltd(300763) prospectus for issuing convertible corporate bonds to unspecified objects, which has been published in Shanghai Securities News on February 8, 2022. Investors can also visit http: / / www.cninfo.com
