Stock Code: 002381 stock abbreviation: Zhejiang Double Arrow Rubber Co.Ltd(002381) Announcement No.: 2022-004 Zhejiang Double Arrow Rubber Co.Ltd(002381)
Announcement on public issuance of convertible corporate bonds
Sponsor (lead underwriter): Huatai United Securities Co., Ltd
The company and all members of the board of directors guarantee that there are no false records, misleading statements or major omissions in the contents of the announcement, and bear individual and joint liabilities for the authenticity, accuracy and completeness of the contents.
hot tip
Zhejiang Double Arrow Rubber Co.Ltd(002381) (hereinafter referred to as ” Zhejiang Double Arrow Rubber Co.Ltd(002381) ” or “issuer”, “company”, “the company”) and Huatai United Securities Co., Ltd. (hereinafter referred to as “Huatai united” or “sponsor (lead underwriter)”) 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]) Detailed rules for the implementation of convertible corporate bond business of Shenzhen Stock Exchange (revised in December 2018) (hereinafter referred to as “detailed rules for the implementation”) Organize and implement the public issuance of convertible corporate bonds (hereinafter referred to as “convertible bonds” or “double arrow convertible bonds”) in accordance with the relevant provisions of the guidelines for self discipline supervision of listed companies of Shenzhen Stock Exchange No. 1 – business handling (SZS [2022] No. 26).
The convertible corporate bonds issued to the public will be placed preferentially to the original shareholders registered by China Securities Depository and Clearing Co., Ltd. Shenzhen Branch (hereinafter referred to as “CSDCC Shenzhen Branch”) after the closing of the market on the equity registration date (February 10, 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.
The important tips for the issuance process, subscription, payment and disposal of investors’ abandonment are as follows: 1. The priority placement date of the original shareholders of the convertible bond issuance and the online subscription date are February 11, 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.
2. Investors shall reasonably determine the purchase amount in combination with the regulatory requirements of the industry and the corresponding asset scale or capital 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.
3. 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 February 10, 2022 (t-1).
4. After winning the subscription of convertible bonds, online investors shall fulfill the obligation of capital delivery in accordance with the announcement of online winning results of Zhejiang Double Arrow Rubber Co.Ltd(002381) public issuance of convertible corporate bonds, so as to ensure that their capital account will eventually have sufficient subscription funds on February 15 (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).
5. When the total number of convertible bonds subscribed by the original shareholders and the number of convertible bonds subscribed by online investors is less than 70% of the number of this issue, or when the total number of convertible bonds subscribed by the original shareholders and the number of convertible bonds subscribed by online investors is less than 70% of the number of this issue, The issuer and the sponsor (lead underwriter) will negotiate whether to take measures to suspend the issuance, and report to the China Securities Regulatory Commission and Shenzhen Stock Exchange in time. If the issuance is suspended, the issuer will announce the reasons for the suspension, and will choose an opportunity to restart the issuance within the validity period of the approval.
The offering is underwritten by Huatai United Securities, the sponsor (lead underwriter), and the part with a subscription amount of less than 513.64 million yuan is underwritten by the balance of the sponsor (lead underwriter). The underwriting base is 513.64 million yuan. The recommendation institution (lead underwriter) shall determine the final placement result and underwriting amount according to the online capital arrival. In principle, the underwriting proportion of the recommendation institution (lead underwriter) shall not exceed 30% of the total issuance of convertible bonds, that is, in principle, the maximum underwriting amount is 154092000 yuan. When the underwriting ratio exceeds 30% of the total amount of this issuance, the recommendation institution (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, and report to the CSRC in time.
6. If the investor has won the lottery three times in a row but failed to pay in full within 12 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 latest 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.
7. The self operated account of the sponsor (lead underwriter) of this offering shall not participate in the subscription.
8. The convertible corporate bonds only use new shares to convert shares.
9. 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.
Important tips
1. Zhejiang Double Arrow Rubber Co.Ltd(002381) the public offering of convertible corporate bonds has been approved by the China Securities Regulatory Commission in document zjxk [2021] No. 3594. The convertible corporate bonds issued this time are referred to as “double arrow convertible bonds” for short, and the bond code is “127054”.
2. The issue of 513.64 million yuan of convertible bonds, each with a face value of 100 yuan, a total of 5136400.
3. The convertible bonds issued in this public offering shall be preferentially placed to the original shareholders registered by the issuer after the closing of the stock market on the equity registration date (February 10, 2022, t-1). The balance after the preferential placement of the original shareholders (including the part abandoned by the original shareholders) shall be issued to the public investors through the trading system of Shenzhen Stock Exchange.
4. The number of double arrow convertible bonds that the original shareholders can preferentially place is the number of shares they hold Zhejiang Double Arrow Rubber Co.Ltd(002381) registered after the closing of the stock market on the equity registration date (February 10, 2022, t-1). The amount of convertible bonds that can be placed is calculated according to the proportion of 1.2479 yuan of convertible bonds per share, and then converted into the number of pieces according to the proportion of 100 yuan / piece. Each piece is an application unit, That is, 0.012479 convertible bonds were placed per share. The preferred placement of the original shareholders is carried out through the trading system of Shenzhen Stock Exchange. The placement code is “082381”, and the placement is referred to as “double arrow debt distribution”. The original shareholders can decide the amount of convertible bonds actually subscribed according to their own conditions.
If the number of convertible bonds subscribed by the original shareholders is less than one, it shall be implemented in accordance with the business guide for securities issuers of China Securities Depository and Clearing Co., Ltd. Shenzhen Branch (hereinafter referred to as the “business guide for securities issuers of China Securities Depository and Clearing Co., Ltd. Shenzhen Branch”), that is, the number of preferred subscriptions less than one 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.
5. The total capital stock of the issuer is 411572264 shares, and the capital stock that can participate in the preferred placement of this issuance is 411572264 shares. According to the proportion of priority placement in this issuance, the original shareholders can subscribe up to 5136010, accounting for 99.9924% of the total 5136400 convertible bonds issued this time. Since less than one piece is executed in accordance with the business guidelines of securities issuers of CSDCC Shenzhen Branch, the total number of final priority placements may be slightly different.
6. In addition to participating in the priority placement, the original shareholders can also participate in the subscription of the balance after the priority placement. For the part of the original shareholders participating in the preferential placement, they shall pay the full amount of funds at the time of subscription on February 11, 2022 (t day). When the original shareholders participate in the online subscription of the balance after the priority placement, they do not need to pay the subscription fund.
7. General public investors participate in the subscription of the balance after the preferential placement of the issuer’s original shareholders through the trading system of Shenzhen Stock Exchange. The subscription is referred to as “double arrow bond issuance” for short, and the subscription code is “072381”. The minimum subscription unit of each account is 10 (1000 yuan), and each 10 is a subscription unit. If more than 10, it must be an integral multiple of 10, and the upper limit of subscription of each account is 10000 (1 million yuan). If the upper limit of subscription is exceeded, the excess subscription will be invalid. At the time of subscription, investors do not need to pay the subscription fund.
8. The double arrow convertible bonds issued this time do not set the holding period limit, and the investors can trade the double arrow convertible bonds placed on the first day of listing.
9. 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.
10. Investors should 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, coupon rate, purchase quantity and payment of subscription funds, disposal of investors’ abandonment, etc.
11. 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 Shuangjian convertible bonds shall comply with relevant laws and regulations and relevant provisions of the CSRC, and bear corresponding legal liabilities.
12. This announcement only gives a brief explanation to investors on matters related to the issuance of Shuangjian convertible bonds, and does not constitute any investment proposal for the issuance of Shuangjian convertible bonds. For details of this double arrow convertible bond, please read the prospectus for public offering of convertible corporate bonds (hereinafter referred to as the “prospectus”), which was posted on cninfo.com (www.cn. Info. Com. CN) on February 9, 2022 (T-2) disclosure.
13. Investors must fully understand the various risk factors of the issuer, carefully judge its business status and investment value, and make investment decisions prudently. The issuer’s operating conditions may change due to changes in political, economic and industrial environment, and the possible investment risks shall be borne by the investors themselves. The convertible bonds issued this time have no circulation restrictions and lock-in period arrangements, and will be circulated from the date when the convertible bonds issued this time are listed and traded on the Shenzhen Stock Exchange. Investors must pay attention to the investment risk of the price fluctuation of convertible bonds caused by the fluctuation of the company’s stock price and interest rate between the issuance date and the listing trading date.
14. For other matters related to this offering, the issuer and the recommendation institution (lead underwriter) will, as necessary, report to the securities times and cninfo (www.cn. Info. Com. CN.) Please pay attention to the timely announcement on the website. interpretation
Unless otherwise specified, the following words have the following meanings in this issuance announcement: issuer, Zhejiang Double Arrow Rubber Co.Ltd(002381) , company: refers to Zhejiang Double Arrow Rubber Co.Ltd(002381) convertible corporate bonds, convertible bonds, convertible corporate bonds and double arrow convertible bonds issued by the issuer this time:
This issuance: refers to the issuer’s public issuance of convertible corporate bonds of RMB 513.64 million with a face value of RMB 100
CSRC: refers to the China Securities Regulatory Commission
Shenzhen Stock Exchange: refers to Shenzhen Stock Exchange
CSDCC Shenzhen Branch: refers to the Shenzhen Branch of China Securities Depository and Clearing Corporation Limited
Sponsor (lead underwriter), Huazhi Huatai United Securities Co., Ltd. and Huatai United Securities:
Equity registration date (t-1): refers to February 10, 2022
Priority placement date and Subscription Date (t refers to February 11, 2022, the priority placement date and online acceptance date of this issuance to the original shareholders): the date of subscription by investors on the market
Original shareholder: refers to the owner of the issuer registered in the registration company after the closing of the Shenzhen Stock Exchange on the registration date of the equity issuance
