Haitong Securities Company Limited(600837)
On Ginlong Technologies Co.Ltd(300763) gem issuing convertible corporate bonds to unspecified objects
Issuance recommendation
Sponsor (lead underwriter)
(No. 689, Guangdong Road, Shanghai)
February, 2002
Statement
The securities recommendation law of the people’s Republic of China, the securities recommendation law of the people’s Republic of China and the measures for the administration of securities companies (hereinafter referred to as the “law of the people’s Republic of China on the administration of securities companies”), and The measures for the administration of securities issuance and registration of companies listed on the gem (for Trial Implementation) (hereinafter referred to as the “measures for the administration of registration”), the rules for the listing of shares on the gem of Shenzhen Stock Exchange (hereinafter referred to as the “Listing Rules”) and other relevant laws and administrative regulations, as well as the provisions of the China Securities Regulatory Commission (hereinafter referred to as the “CSRC”) and Shenzhen Stock Exchange, Be honest and trustworthy, be diligent and responsible, issue this issuance recommendation letter in strict accordance with the business rules, industry practice norms and ethical standards formulated according to law, and ensure the authenticity, accuracy and integrity of the documents issued.
catalogue
catalogue Section 1 basic information of this securities issuance four
1、 Name of the sponsor of this securities issuance four
2、 The recommendation representative designated by the recommendation institution and the practice of the recommendation business four
3、 Project Co sponsors and other project personnel designated by the sponsor four
4、 The issuer of this recommendation five
5、 The type of securities issued this time five
6、 The securities issuance plan five
7、 Description of whether the recommendation institution has any situation that may affect the fair performance of recommendation duties seventeen
8、 The sponsor’s internal audit procedures and core opinions on this securities issuance and listing Section II commitments of the sponsor Section III recommendation on this securities offering twenty-two
1、 The decision-making procedures for the performance of this securities issuance twenty-two
2、 This securities issuance meets the issuance conditions stipulated in the securities law twenty-three
3、 This securities issuance meets the issuance conditions stipulated in the registration administration measures IV. this issuance of securities complies with the “Q & A on issuance supervision – regulatory requirements on guiding and regulating the financing behavior of listed companies”
Requirements (Revised Version) thirty-five
5、 Main risks of the issuer thirty-six
6、 Market prospect analysis of the issuer thirty-six
7、 Verification of relevant behaviors such as paid employment of third-party institutions and individuals forty-five
8、 The recommendation conclusion of the recommendation institution on the issuance and listing of Securities 47 attachment: forty-eight
Section 1 basic information of this securities issuance
1、 Name of sponsor for this securities issuance
Haitong Securities Company Limited(600837) (hereinafter referred to as ” Haitong Securities Company Limited(600837) ” or “the sponsor”) II. The sponsor’s designated sponsor representative and the practice of the sponsor’s business
The sponsor appointed Li Wenjie and Wu Jiangnan as the sponsor representatives of Ginlong Technologies Co.Ltd(300763) (hereinafter referred to as ” Ginlong Technologies Co.Ltd(300763) “, “issuer” or “company”) to issue convertible corporate bonds (hereinafter referred to as “this issuance”) to unspecified objects on the gem.
Li Wenjie: sponsor representative of the project, Haitong Securities Company Limited(600837) executive director of investment banking department. In 2010, he joined Haitong Securities Company Limited(600837) investment banking department and participated in the following projects: Zhejiang Kaier New Materials Co.Ltd(300234) initial public offering and listing on GEM, Suntront Technolocy Co.Ltd(300259) initial public offering and listing on GEM, Shenyang Xingqi Pharmaceutical Co.Ltd(300573) initial public offering and listing on GEM, Ningbo Peacebird Fashion Co.Ltd(603877) initial public offering and listing, Wuhan Zhongyuan Huadian Science And Technology Co.Ltd(300018) issuing shares to buy assets, Suntront Technolocy Co.Ltd(300259) non-public offering Projects such as Shanghai Bailian Group Co.Ltd(600827) non-public offering, Ginlong Technologies Co.Ltd(300763) initial public offering and listing on GEM, Grace Fabric Technology Co.Ltd(603256) initial public offering and listing, Ginlong Technologies Co.Ltd(300763) issuance of shares to specific objects on GEM in 2020.
Wu Jiangnan: sponsor representative of the project, Haitong Securities Company Limited(600837) vice president of investment banking department. In 2016, he joined Haitong Securities Company Limited(600837) investment banking department and participated in Ginlong Technologies Co.Ltd(300763) initial public offering and listing on GEM, Ginlong Technologies Co.Ltd(300763) issuance of shares to specific objects on GEM in 2020 and other projects. 3、 Project Co sponsors and other project personnel designated by the sponsor
(I) practice of the Project Co sponsor and its recommendation business
The sponsor designated Liu Yang as the Project Co sponsor of this offering.
Liu Yang: CO sponsor of the project, Haitong Securities Company Limited(600837) vice president of investment bank headquarters, master of audit, International Certified Internal Auditor (CIA), began to engage in investment banking business in 2017. Mainly participated in Jiangsu Boqian New Materials Stock Co.Ltd(605376) (605376) IPO and listing, Shanghai Fengyuzhu Culture Technology Co.Ltd(603466) (603466) IPO and listing and other projects.
(II) other members of the project team
Other members of the project team of this offering: Liao Xiang, Qu Tianyuan and Fu Qingyi. 4、 The issuer of this recommendation
Chinese name Ginlong Technologies Co.Ltd(300763)
English Name: ginlong Technologies Co., Ltd
The registered capital is 247580200 yuan
Legal representative: Wang Yiming
Stock abbreviation Ginlong Technologies Co.Ltd(300763)
Stock Code: 300763 SZ
Place of listing: Shenzhen Stock Exchange
Registered address and office address: No. 57 Jintong Road, Binhai Industrial Park, economic development zone, Xiangshan County, Zhejiang Province
Registration time: September 9, 2005
Postal Code: 315712
Tel: 0574-65802608
Fax No.: 0574-65781606
Internet website: www.ginlong.com com.
E-mail [email protected].
Department in charge: Securities Affairs Department
Person in charge of information disclosure and Investor Relations: Zhang Chan Department
Tel.: 0574-65802608
5、 Type of securities issued this time
Ginlong Technologies Co.Ltd(300763) the gem issues convertible corporate bonds to unspecified objects.
6、 The securities issuance plan
(I) types of securities issued
The type of securities issued this time is convertible corporate bonds that can be converted into A-Shares of the company. The convertible corporate bonds and A-share shares to be converted in the future will be listed on the Shenzhen Stock Exchange.
(II) issuance scale
In accordance with the provisions of relevant laws and regulations and in combination with the company’s financial situation and investment plan, the total amount of convertible bonds to be issued this time shall not exceed RMB 897 million (including this amount).
(III) face value and issue price
The face value of each convertible bond issued this time is RMB 100, which is issued at face value.
(IV) bond term
The term of the convertible bonds issued this time is 6 years from the date of issuance, i.e. from February 10, 2022 (t day) to February 9, 2028.
(V) coupon rate
0.30% in the first year, 0.40% in the second year, 1.00% in the third year, 1.50% in the fourth year, 2.00% in the fifth year and 2.50% in the sixth year.
(VI) term and method of repayment of principal and interest
The convertible corporate bonds issued this time adopt the interest payment method of paying interest once a year, and return the principal and interest of the last year when due.
1. Annual interest calculation
Annual interest refers to the current interest enjoyed by the holders of convertible corporate bonds for each full year from the first date of issuance of convertible corporate bonds according to the total face value of convertible corporate bonds.
The calculation formula of annual interest is: I = B × i. Of which:
1: Refers to the annual interest amount;
B: Refers to the total face value of convertible corporate bonds held by the holders of convertible corporate bonds issued this time on the date of interest payment creditor’s rights registration in the interest bearing year (hereinafter referred to as “current year” or “each year”);
i: Refers to the current year’s coupon rate of convertible corporate bonds.
2. Interest payment method
(1) This convertible corporate bond adopts the interest payment method of paying interest once a year, and the starting date of interest calculation is the first day of this convertible corporate bond issuance.
(2) Interest payment date: the interest payment date of each year is the date of each full year from the first date of issuance of the convertible bonds issued this time. If the day is a legal holiday or rest day, it shall be postponed to the next working day without additional interest. The interest year is between two adjacent interest payment days.
The ownership of interest and dividends in the year of share conversion shall be determined by the board of directors of the company in accordance with relevant laws and regulations and the provisions of Shenzhen Stock Exchange.
(3) Interest payment creditor’s right registration date: the interest payment creditor’s right registration date of each year is the trading day before the interest payment date of each year. The company will pay the interest of the current year within five trading days after the interest payment date of each year. For the convertible corporate bonds applied for conversion into the company’s shares before the interest payment creditor’s rights registration date (including the interest payment creditor’s rights registration date), the company will no longer pay the interest of the current interest year and subsequent interest years to its holders.
(4) The tax payable on the interest income obtained by the bondholders of the convertible company shall be borne by the bondholders of the convertible company.
(VII) term of share conversion
The conversion period of this issue of convertible bonds starts from the first trading day six months after the end of the issuance of convertible bonds (February 16, 2022, i.e. the date on which the raised funds are transferred to the issuer’s account) to the maturity date of this issue of convertible bonds, i.e. August 16, 2022 to February 9, 2028 (if this day is a legal holiday or non trading day, it will be postponed to the next trading day).
(VIII) determination and adjustment of share conversion price
1. Determination basis of initial conversion price
The initial conversion price of convertible corporate bonds issued this time is 227.02 yuan / share, Not less than the average trading price of the company’s shares on the 20 trading days before the announcement date of the prospectus (if there has been a stock price adjustment due to ex right and ex dividend within the 20 trading days, the average trading price on the trading day before the adjustment shall be calculated according to the price after corresponding ex right and ex dividend adjustment) and the average trading price of the company’s shares on the previous trading day.
The average trading price of the company’s shares in the first 20 trading days = the total trading volume of the company’s shares in the first 20 trading days ÷ the total trading volume of the company’s shares in the 20 trading days; The average trading price of the company’s shares on the previous trading day = the total trading volume of the company’s shares on the previous trading day ÷ the trading volume of the company’s shares on that day.
2. Adjustment method and calculation formula of conversion price
After this issuance, if the company’s shares change due to the distribution of stock dividends, conversion to share capital, issuance of new shares or allotment of shares, distribution of cash dividends, etc. (excluding the increased share capital due to the conversion of convertible corporate bonds issued this time), the conversion price will be adjusted according to the following formula (retain two decimal places and round the last one):
Bonus shares distributed or converted into share capital: P1 = P0 ÷ (1 + n);
Additional shares or allotment: P1 = (P0 + a) × k）÷（1+k）；
The above two items shall be carried out simultaneously: P1 = (P0 + a) × k）÷（1+n+k）；
Cash dividend: P1 = p0-d;
The above three items are carried out simultaneously: P1 = (P0 – D + a) × k）÷（1+n+k）。
Where: P1 is the adjusted transfer price; P0 is the transfer price before adjustment; N is the ratio of bonus shares or share capital conversion; A is the new share price or allotment price; K is the ratio of additional shares or allotment; D is cash dividend per share. When the above shares and / or shareholders’ equity changes, the company will adjust the conversion price in turn, publish the announcement of the conversion price adjustment on the website of Shenzhen Stock Exchange and the media meeting the conditions stipulated by the CSRC, and specify the date of the conversion price adjustment, the adjustment method and the period of suspension of the conversion (if necessary). When the adjustment date of the conversion price is on or after the application date for conversion of convertible corporate bonds issued this time and before the registration date of conversion shares, the application of the holder for conversion of shares shall be executed according to the adjusted conversion price of the company.
When the company may have share repurchase, merger, division or any other circumstances, which may change the class, quantity and / or shareholder’s equity of the company’s shares, which may affect the creditor’s rights and interests of the holders of convertible corporate bonds issued this time or the derivative rights and interests converted into shares, the company will, according to the specific circumstances, follow the principles of fairness, impartiality The conversion price shall be adjusted in accordance with the principle of fairness and the principle of fully protecting the rights and interests of the holders of convertible corporate bonds issued this time. The adjustment contents and operation methods of the conversion price will be formulated in accordance with the relevant national laws and regulations and the relevant provisions of the securities regulatory department at that time.
(IX) how to determine the number of shares to be converted and how to deal with the amount of less than one share at the time of conversion
When the holders of convertible corporate bonds issued this time apply for share conversion during the share conversion period, the calculation method of the number of shares converted is: q = V ÷ P, and the integer multiple of one share is taken by the tailing method.
Q refers to the number of convertible bonds of the company; V refers to the total face value of convertible bonds applied for share conversion by the bondholders of convertible companies; P refers to the conversion price effective on the date of application for conversion.
The shares applied for conversion by the bondholders of the convertible company must be integer shares. For the balance of convertible corporate bonds that are not enough to be converted into one share at the time of share conversion, the company will cash the convertible company that is not enough to be converted into one share within five trading days after the date of share conversion by the bondholders of the convertible company in accordance with the relevant provisions of Shenzhen Stock Exchange and other departments
