Changjiang Securities Company Limited(000783) underwriting sponsor Co., Ltd
About Shanghai Newtouch Software Co.Ltd(688590)
Issue convertible corporate bonds to unspecified objects
of
Issuance recommendation
Sponsor (lead underwriter)
28th floor, No. 1198, Century Avenue, China (Shanghai) pilot Free Trade Zone
January 2002
Statement
Changjiang Securities Company Limited(000783) underwriting sponsor Co., Ltd. (hereinafter referred to as “the sponsor” or “Changjiang sponsor”) accepts the employment of Shanghai Newtouch Software Co.Ltd(688590) (hereinafter referred to as “the issuer”, “688590}” or “the company”) as a sponsor of Shanghai Newtouch Software Co.Ltd(688590) issuing convertible corporate bonds to unspecified objects (hereinafter referred to as “the issuance” or “the convertible bonds”), Issue a recommendation letter for the issuer’s issuance.
The recommendation institution and the recommendation representative shall, in accordance with the company law of the people’s Republic of China (hereinafter referred to as the “company law”), the securities law of the people’s Republic of China (hereinafter referred to as the “Securities Law”), the measures for the administration of securities issuance and listing recommendation business (hereinafter referred to as the “measures for the administration of recommendation”) and the measures for the administration of securities issuance and registration of companies listed on the science and Innovation Board (for Trial Implementation) 》(hereinafter referred to as the “registration management measures”), the Listing Rules of Shanghai Stock Exchange’s science and Innovation Board (hereinafter referred to as the “Listing Rules”), the standards for the contents and forms of information disclosure by companies issuing securities No. 27 – issuance recommendation letter and issuance recommendation report, and other relevant laws In accordance with the administrative regulations and the provisions of the China Securities Regulatory Commission (hereinafter referred to as the “CSRC”) and the Shanghai Stock Exchange, this issuance recommendation letter is issued in strict accordance with the business rules, industry practice norms and ethical standards formulated in accordance with the law, through due diligence and careful verification, and the authenticity of the documents issued is guaranteed Accuracy and completeness.
Unless otherwise specified, the abbreviations and terms used in this issuance recommendation letter are consistent with the Shanghai Newtouch Software Co.Ltd(688590) prospectus for issuing convertible corporate bonds to unspecified objects.
1、 Basic information of this securities issuance
(I) name of recommendation institution
Changjiang Securities Company Limited(000783) underwriting sponsor Co., Ltd.
(II) the sponsor representative specifically responsible for recommendation this time
According to the measures for the administration of securities issuance and listing recommendation business, the recommendation agency issued the special letter of authorization for recommendation representatives (Annex), authorizing the recommendation representatives Zhao Yu and Huang Li to act as the recommendation representatives for the project of issuing convertible bonds to unspecified objects and listing this Shanghai Newtouch Software Co.Ltd(688590) and be specifically responsible for the due diligence recommendation and continuous supervision of this Shanghai Newtouch Software Co.Ltd(688590) offering.
1. Zhao Yu’s practice of recommendation business
Mr. Zhao Yu: sponsor representative, master of management, certified public accountant (CPA) and International Certified Internal Auditor (CIA). Since the reorganization of small and medium-sized holding companies and the initial public offering of s0022.49z} since the initial public offering of s0022.49z}, it has successively participated in the work of {3006} as the sponsor of the initial public offering of small and medium-sized holding companies and the first public offering of s0022.49z} Lanzhou minbai (600738. SH) and other major asset restructuring projects, Xinjiang Communications Construction Group Co.Ltd(002941) (002941. SZ) on-site principal of IPO project, Xinjiang Communications Construction Group Co.Ltd(002941) (002941. SZ) convertible bond, Hangzhou Pinming Software Co.Ltd(688109) (688109. SH) sponsor representative of IPO project, and rich experience in investment banking. During the practice of recommendation business, we strictly abide by the measures for the administration of securities issuance and listing recommendation business and other relevant provisions, and have a good practice record.
2. Huang Li’s recommendation business practice
Mr. Huang Li: sponsor representative, master of management, international Chartered Financial Analyst (CFA) qualification. With nearly 20 years of securities experience, solid theoretical knowledge and rich practical experience in capital operation, mergers and acquisitions. He once served as the sponsor representative of Yunnan Chihong Zinc & Germanium Co.Ltd(600497) (600497. SH) 2009 allotment project, 2013 allotment project, Guangtian shares (002482. SZ) 2015 non-public offering project, Xinjiang Communications Construction Group Co.Ltd(002941) (002941. SZ) IPO project, Shanghai Newtouch Software Co.Ltd(688590) (688590. SH) IPO project, Yunnan Chihong Zinc & Germanium Co.Ltd(600497) (600497. SH) 2015 major asset restructuring project, and has rich investment banking experience. During the practice of recommendation business, we strictly abide by the measures for the administration of securities issuance and listing recommendation business and other relevant provisions, and have a good practice record.
(III) Project Co sponsors and other members of the project team of this securities issuance
The Project Co sponsor of this issuance project is Wang Xinsheng.
Mr. Wang Xinsheng: Associate sponsor representative, Bachelor of management, Chinese certified public accountant (CPA) and international certified public accountant (ACCA) qualification. He has successively participated in Xinjiang Communications Construction Group Co.Ltd(002941) (002941. SZ) public offering of convertible corporate bonds, the gem IPO of Guoneng Rixin Technology Co., Ltd., as well as the due diligence and guidance of many companies to be listed. He has rich practical experience in investment banking business.
Other members of the project team are Wang Jun, Pei xinni, Wang Yiqun, Gu Mi, Cao Siqi, Zhang tianmeng and Zhang Buyun. All members of the above project team have securities practice qualifications and have no punishment records of regulatory authorities.
(IV) basic information of the issuer
Company name Shanghai Newtouch Software Co.Ltd(688590)
English Name: Shanghai Newtouch Software Co., Ltd
The company’s A-share shares are listed on the Shanghai Stock Exchange
Abbreviation of A-Shares of the company Shanghai Newtouch Software Co.Ltd(688590)
The company’s A-share stock code is 688590 SH
Registered capital: 182022280 yuan
Legal representative: Guo Wei
Sui Weidong, Secretary of the board of directors
Date of establishment of the company: June 4, 1994
Date of incorporation: May 28, 2014
Registered address: 4th to 6th floors, No. 98, Lane 91, Eshan Road, China (Shanghai) pilot free trade zone (Building 1, software park)
Postal Code: 200127
Tel: 021-51105633
Fax 021-51105678
Internet address https://www.newtouch.com./
E-mail [email protected].
Computer software development, design and production, and sales of self-produced products; Design, installation, commissioning and maintenance of computer system integration; Wholesale, import and export, commission agency of computer software and hardware and related business scope accessories (except auction); Provide technical consultation and technical services related to the above business.
(commodities involving quota, license management and special regulations shall be handled in accordance with the relevant provisions of the state). [for projects subject to approval according to law, business activities can be carried out only after approval by relevant departments]
(V) type of securities issuance
The type of securities issued this time is convertible corporate bonds that can be converted into A-Shares of the company. These convertible corporate bonds and A-share shares of the company to be converted in the future will be listed on the science and Innovation Board of Shanghai Stock Exchange.
(VI) the securities issuance plan
1. Number of issues
In accordance with the provisions of relevant laws, regulations and normative documents, and in combination with the company’s financial situation and investment plan, the total amount of convertible corporate bonds to be issued this time shall not exceed RMB 509.8104 million (including this amount), and the specific issuance scale shall be determined by the board of directors (or persons authorized by the board of directors) authorized by the general meeting of shareholders within the above limit.
2. Face value of securities
The face value of each convertible corporate bond issued this time is RMB 100.00.
3. Issue price
The convertible corporate bonds issued this time are issued at par value.
4. Estimated amount of funds raised and net amount of funds raised
The amount of funds raised by the convertible bonds is expected to be no more than RMB 509.8104 million (including this amount). After deducting the issuance expenses, the net amount of funds raised is expected to be [] million yuan.
5. Account for special storage of raised funds
The company has formulated the management system of raised funds. The raised funds of this issuance of convertible bonds will be deposited in the special account decided by the board of directors. The specific account opening matters will be determined by the board of directors before the issuance, and the account opening information will be disclosed in the issuance announcement.
6. Distribution method and object
The specific issuance method of convertible corporate bonds shall be determined through consultation between the board of directors authorized by the general meeting of shareholders of the company (or the person authorized by the board of directors) and the sponsor (lead underwriter). The issuing objects of convertible corporate bonds this time are natural persons, legal persons, securities investment funds and other investors in line with the laws and regulations holding the securities account of China Securities Depository and Clearing Co., Ltd. Shanghai Branch (except those prohibited by national laws and regulations).
The convertible corporate bonds issued this time are subject to priority placement to the existing shareholders of the company, and the existing shareholders have the right to waive the priority placement right. The specific proportion of priority placement to existing shareholders shall be determined by the board of directors authorized by the general meeting of shareholders (or the person authorized by the board of directors) through consultation with the sponsor (lead underwriter) according to the market conditions before this issuance, and shall be disclosed in the issuance announcement of convertible corporate bonds issued this time.
The balance of the company’s existing shareholders other than the preferential placement and the part of the existing shareholders giving up the preferential placement and after-sales shall be sold to institutional investors offline and / or through the online pricing issuance of the trading system of Shanghai Stock Exchange, and the balance shall be underwritten by the underwriter.
7. Underwriting method and underwriting period
This offering is underwritten by the recommendation Agency (lead underwriter) Changjiang in the form of balance underwriting. The starting and ending time of the underwriting period: from [] mm / DD / yyyy to [] mm / DD / yyyy.
8. Issuance expenses
The estimated total cost of this issuance is [] million yuan, including:
Unit: 10000 yuan
Project amount
Underwriting and recommendation fees []
Attorney fees []
Audit and capital verification expenses []
Credit rating fee []
Fees for information disclosure and issuance procedures []
Total []
Note: the issuance expenses may increase or decrease according to the actual situation of the issuance.
9. Suspension and resumption of trading during underwriting and timing of securities listing
The main schedule and suspension and resumption schedule of this offering are shown in the table below:
Date of issuance, suspension and resumption
On T-2, the prospectus and its abstract, issuance announcement and online roadshow announcement were published, and the normal trading date was []
T-1 online roadshow; The registration date of the preferred placement equity of the original A-share shareholders is [] mm / DD / yyyy
T Journal publishes and issues suggestive announcements; The preferred Subscription Date of the original A-share shareholders; Online and online normal trading: Subscription Date under [] mm / DD / yyyy
On T + 1, under the original conditions of restricted sales, shareholders’ offline priority subscription capital verification normal transaction [] mm / DD / yyyy
Date of issuance, suspension and resumption
Capital verification of online subscription funds on T + 2; Determine the number of online and offline issuance, the daily sales ratio of [] month [] year [] and the online winning rate of offline distribution normal transaction; Online subscription allotment number
Publish the announcement of online winning rate and offline issuance results on T + 3; Online subscription
Drawing lots by lottery on [] mm / DD / yyyy; Refund the offline subscription deposit that has not been placed. If the offline subscription deposit is insufficient, the insufficient part shall be made up on that day
