Securities code: 300763 securities abbreviation: Ginlong Technologies Co.Ltd(300763) Announcement No.: 2022-006 Ginlong Technologies Co.Ltd(300763)
The gem issues a prospectus for convertible corporate bonds to unspecified objects
Suggestive announcement
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.
Ginlong Technologies Co.Ltd(300763) (hereinafter referred to as “the company” and “the issuer”) the gem issued 897 million yuan of convertible corporate bonds (hereinafter referred to as “this issuance”) to unspecified objects, which has been approved by the China Securities Regulatory Commission for registration (zjxk [2022] No. 55).
In accordance with the securities law, the measures for the administration of securities issuance and underwriting (CSRC order [No. 144]), the measures for the administration of securities issuance registration of companies listed on the gem (for Trial Implementation) (CSRC order [No. 168]), and the practical implementation rules for the convertible corporate bond industry of Shenzhen Stock Exchange (hereinafter referred to as the “implementation 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 are preferentially placed to the original shareholders registered by China Securities Depository and Clearing Corporation Limited Shenzhen Branch after the closing of the market on the equity registration date. The balance after the priority placement of the original shareholders (including the part that the original shareholders give up the priority 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 the announcement of Ginlong Technologies Co.Ltd(300763) issuing convertible corporate bonds to unspecified objects and the website of Shenzhen Stock Exchange (www.szse. CN) The promulgated implementation rules.
The full text of the prospectus for convertible corporate bonds issued to unspecified objects and relevant materials can be found on http://www.cn.info.com.cn Query.
1、 Basic information of this offering
1. Types of securities issued
The type of securities issued this time is convertible corporate bonds that can be converted into A-share shares of the company. The convertible bonds and future converted A-share shares will be listed on Shenzhen Stock Exchange.
2. Issuance scale and quantity
The total amount of convertible bonds to be issued this time is 897 million yuan, a total of 8.97 million.
3. Face value and issue price
The face value of each convertible bond issued this time is RMB 100, which is issued at face value.
4. Duration
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.
5. 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.
6. 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.
7. Guarantee matters
The convertible bonds issued this time do not provide guarantee.
8. Conversion period
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).
9. How to determine the number of converted shares
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 insufficient to be converted into one share at the time of share conversion, the company will cash the balance of convertible corporate bonds that are insufficient to be converted into one share within five trading days after the date of share conversion of convertible corporate bondholders in accordance with the relevant provisions of Shenzhen stock exchange and other departments, The current accrued interest corresponding to the balance of convertible corporate bonds converted into one share will be paid in accordance with the relevant provisions of the securities registration authority and other departments. 10. Determination and adjustment of conversion price
(1) Determination basis of initial conversion price
The initial conversion price of the convertible 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.
11. Downward correction of conversion price
(1) Correction authority and correction range
During the duration of the convertible bonds issued this time, when the closing price of the company’s shares is lower than 85% of the current conversion price for at least 15 trading days in any 30 consecutive trading days, the board of directors of the company has the right to propose a downward correction plan for the conversion price and submit it to the general meeting of shareholders for resolution.
The above plan can be implemented only after more than two-thirds of the voting rights held by the shareholders attending the meeting are approved. When voting at the general meeting of shareholders, the shareholders holding the convertible bonds issued this time shall withdraw. The revised conversion price shall not be lower than the higher one between the average trading price of the company’s shares 20 trading days before the date of the shareholders’ meeting and the average price of the previous trading day.
If the conversion price has been adjusted within the above 30 trading days, it shall be calculated according to the conversion price and closing price before the conversion price adjustment day, and according to the adjusted conversion price and closing price on the conversion price adjustment day and subsequent trading days.
(2) Correction procedure
If the company decides to revise the conversion price downward, the company will publish relevant announcements on the website of Shenzhen Stock Exchange and the media meeting the conditions stipulated by the CSRC, and specify the correction range, equity registration date and suspension period in the announcement. From the first trading day after the equity registration date (i.e. the date of correction of the share conversion price), the application for share conversion shall be resumed and the corrected share conversion price shall be implemented.
If the correction date of share conversion price is on or after the application date of share conversion and before the registration date of share conversion, such share conversion application shall be executed according to the corrected share conversion price.
12. Redemption clause
(1) Maturity redemption clause
Within five trading days after the expiration of the issuance of convertible bonds to unspecified objects, the company will redeem all the convertible corporate bonds that have not been converted into shares at the price of 113.00% of the face value of the bonds (including the last interest).
(2) Conditional redemption clause
During the conversion period, when any of the following circumstances occurs, the company has the right to decide to redeem all or part of the convertible bonds that have not been converted into shares at the price of the face value of the bonds plus the accrued interest of the current period:
1) During the conversion period, if the closing price of the company’s shares for at least 15 trading days in any 30 consecutive trading days is not less than 130% (including 130%) of the current conversion price;
2) When the balance of convertible bonds issued this time is less than 30 million yuan.
The calculation formula of current accrued interest is: ia = B × i × t÷365
Ia: interest accrued in the current period;
B: Refers to the total face value of convertible bonds to be redeemed held by the holders of convertible bonds issued this time;
i: Refers to the coupon rate of convertible bonds in the current year;
Not counting the head (tail).
If the conversion price has been adjusted within the above 30 trading days, the conversion price and closing price before the adjustment shall be calculated on the trading day before the adjustment, and the conversion price and closing price after the adjustment shall be calculated on the trading day after the adjustment.
13. Resale clause
(1) Conditional resale clause
In the last two interest bearing years of the convertible bonds issued this time, if the closing price of the company’s shares for any consecutive 30 trading days is lower than 70% of the current conversion price, the holders of the convertible bonds have the right to resell all or part of the convertible bonds held by them to the company at the price of the face value of the bonds plus the current accrued interest.
If the conversion price has been adjusted due to the distribution of stock dividends, conversion of share capital, additional issuance of new shares (excluding the increased share capital due to the conversion of convertible bonds issued this time), allotment of shares and distribution of cash dividends within the above trading days, it shall be calculated according to the conversion price and closing price before the adjustment on the trading day before the adjustment, On the adjusted trading day, it shall be calculated according to the adjusted conversion price and closing price. If the conversion price is revised downward, the above “Thirty consecutive trading days” shall be recalculated according to the revised conversion price from the first trading day after the conversion price adjustment.
In the last two interest bearing years of the convertible bonds issued this time, the holders of the convertible bonds may exercise the resale right once according to the above agreed conditions after the resale conditions are met for the first time. If the holders of the convertible bonds fail to declare and implement the resale within the resale reporting period announced by the company at that time, the resale right shall not be exercised in the interest bearing year, Convertible bond holders cannot exercise part of the resale right multiple times.
(2) Additional resale clause
If the implementation of the investment project of the raised funds of the company’s convertible bonds issued this time changes significantly compared with the commitment of the company in the prospectus, and is recognized by the CSRC and Shenzhen Stock Exchange as changing the purpose of the raised funds, the holders of convertible bonds shall have the right to sell back at one time. The holders of convertible bonds have the right to resell all or part of the convertible bonds held by them to the company at the price of the face value of the bonds plus the accrued interest of the current period. After the additional resale conditions are met, the holder can carry out the resale within the additional resale reporting period after the announcement of the company. If the resale is not carried out during the additional resale reporting period, the additional resale right shall not be exercised again.
The calculation formula of current accrued interest is: IA=
