Stock abbreviation: Shanghai Newtouch Software Co.Ltd(688590) Stock Code: 688590 Shanghai Newtouch Software Co.Ltd(688590)
Shanghai Newtouch Software Co., Ltd.
(No. 98, Lane 91, Eshan Road, China (Shanghai) pilot Free Trade Zone)
(4th to 6th floors of Building 1 of Software Park)
Issue convertible corporate bonds to unspecified objects
Prospectus
(declaration draft)
Sponsor (lead underwriter)
(28th floor, No. 1198, Century Avenue, China (Shanghai) pilot Free Trade Zone)
January, 2002
Issuer statement
The company and all directors, supervisors and senior managers promise that there are no false records, misleading statements or major omissions in the prospectus and other information disclosure materials, and bear corresponding legal liabilities for their authenticity, accuracy and completeness.
The person in charge of the company, the person in charge of accounting and the person in charge of the accounting organization shall ensure that the financial and accounting materials in the prospectus are true and complete.
Any decision or opinion made by the CSRC and the exchange on this issuance does not indicate that they guarantee the authenticity, accuracy and integrity of the application documents and the information disclosed, nor do they indicate that they make substantive judgment or guarantee on the profitability, investment value of the issuer or the income of investors. Any statement to the contrary is a false statement.
Once any investor holds the bonds through subscription, transaction, transfer, inheritance or other legal means, it shall be deemed to agree to the trustee agreement, rules of bondholders’ meeting and other relevant agreements on the rights and obligations of the issuer, bondholders, bond trustee and other subjects in this prospectus.
According to the provisions of the securities law, the issuer shall be responsible for the changes in the operation and income of the issuer after the securities are issued according to law. Investors independently judge the investment value of the issuer, make investment decisions independently, and bear the investment risks caused by changes in the operation and income of the issuer or changes in the price of securities after the issuance of securities according to law.
Tips on major issues
This important notice only reminds investors of the risk factors and other important matters that need special attention. Please carefully read all the contents of the “risk factors” section of the prospectus.
1、 The risk that the convertible bonds held by the company’s convertible bond investors who do not meet the appropriateness requirements of the stock investors of the science and innovation board cannot be converted into shares
The company is a listed company on the science and innovation board. The investors who issue convertible corporate bonds to unspecified objects this time and participate in the conversion of convertible bonds into shares shall meet the suitability management requirements of stock investors on the science and innovation board. If the holders of convertible bonds fail to meet the requirements for the appropriateness management of stock investors on the science and innovation board, the holders of convertible bonds will not be able to convert their convertible bonds into company shares.
The company has set redemption terms for this issuance of convertible bonds, including maturity redemption terms and conditional redemption terms. The maturity redemption price is determined by the board of directors (or the person authorized by the board of directors) through consultation with the sponsor (lead underwriter) according to the market conditions at the time of issuance, and the conditional redemption price is the face value plus the accrued interest for the current period. If the holders of the company’s convertible bonds do not meet the suitability requirements of the stock investors of the science and innovation board, and the convertible bonds they hold are facing redemption, considering that the convertible bonds they hold cannot be converted into the company’s shares, if the redemption price determined by the company according to the redemption terms agreed in advance is lower than the price (or cost) of the convertible bonds obtained by the investors, Investors are at risk of loss due to the low redemption price.
The company has set up repurchase terms for convertible bonds issued this time, including conditional repurchase terms and additional repurchase terms. The repurchase price is the face value of the bonds plus the accrued interest of the current period. If the holders of the company’s convertible bonds do not meet the suitability requirements of the stock investors of the science and innovation board, on the premise of meeting the resale terms, the holders of the company’s convertible bonds require to resell all or part of the convertible corporate bonds held by them to the company at the face value of the bonds plus the accrued interest of the current period, The company will face greater pressure on the capital for the resale and cashing of convertible corporate bonds, and there are risks affecting the production and operation of the company or the normal implementation of raised investment projects.
2、 On the credit rating of convertible corporate bonds issued by the company this time
The company’s issuance of convertible corporate bonds to unspecified objects has received joint credit rating. According to the “Union [2022] No. 739” Shanghai Newtouch Software Co.Ltd(688590) credit rating report on issuing convertible corporate bonds to unspecified objects issued by joint credit, the credit rating of convertible corporate bonds this time is a; Shanghai Newtouch Software Co.Ltd(688590) the subject’s credit rating is a and the rating outlook is stable.
After the convertible bonds issued this time are listed, during the duration of the bonds, the rating agency will conduct regular or irregular follow-up rating on the credit status of the bonds and issue a follow-up rating report. Regular follow-up rating shall be conducted at least once a year during the duration of the bond. If the credit rating of convertible corporate bonds is lowered due to factors such as the external business environment, the company’s own situation or the change of rating standards, it will increase the investment risk of investors and have a certain impact on the interests of investors.
3、 Explanation on no guarantee provided for this issuance
There is no guarantee for the issuance of convertible bonds to unspecified objects this time. Please note that the convertible corporate bonds may have cashing risk due to the lack of guarantee.
4、 On the scale of convertible corporate bonds issued by the company
According to the plan for issuing convertible corporate bonds to unspecified objects announced by the company on October 11, 2021, the total amount of convertible corporate bonds to be issued by the company this time shall not exceed RMB 509.8104 million (including RMB 509.8104 million), and the specific issuance scale shall be determined by the board of directors (or the person authorized by the board of directors) authorized by the general meeting of shareholders within the above limit.
Before the issuance of convertible bonds, the company will finally determine the total amount of funds raised for the issuance of convertible bonds according to the net assets attributable to the shareholders of the listed company in the latest period, so as to ensure that the total amount of funds raised does not exceed 50% of the net assets attributable to the shareholders of the listed company in the latest period.
5、 The company specially draws investors’ attention to the following risks
Investors should carefully read the full text of this prospectus and pay special attention to the following risk factors:
(I) risk of dependence on the financial industry
During the reporting period, the company’s income from insurance companies, banks and other financial institutions was 631859500 yuan, 719224700 yuan, 696530400 yuan and 540432800 yuan respectively, accounting for 63.66%, 64.41%, 64.92% and 65.17% of the main business income respectively. The issuer has the risk of relying on the financial industry, including:
1. Risk of fluctuations in the operation of financial institutions
The company’s main income comes from the information system development services of financial institutions.
During the reporting period, financial institutions have maintained a good profitability. However, if the market competition is further intensified in the future, or the business strategy of financial institutions is wrong and fails to be adjusted for a long time, it may affect the profitability of financial institutions, force financial institutions to reduce the budget for information system construction, and have a significant adverse impact on the operating performance of the company.
2. The solutions provided by the company to financial institutions are highly concentrated
At present, the solutions provided by the company to financial institutions focus on insurance channel solutions, financial big data solutions, insurance core solutions, financial market agent transaction solutions, financial risk control early warning and monitoring solutions, bank card system solutions, bank payment, clearing and custody system solutions. There are many software development service providers of financial institutions with fierce competition. At the same time, it has the characteristics of fast product iteration, rapid changes in customer needs and industry regulatory policies. If the company’s competitiveness in this field decreases or the demand for solutions provided by the company decreases, it may have a significant adverse impact on the company’s operating performance.
(II) risk of rapid rise of labor cost
The company is mainly engaged in software development business, and the proportion of employee compensation in the cost of main business is high. In 2018, 2019, 2020 and January September 2021, the employee compensation in the main business cost was 599557400 yuan, 655585500 yuan, 61677800 yuan and 477626200 yuan respectively, accounting for 83.66%, 84.45%, 85.21% and 86.09% of the main business cost respectively. The headquarters of the company is located in Shanghai, with high labor cost and an increasing trend year by year. As the company’s performance is sensitive to the change of labor cost, if the rising rate of labor cost in the future is greater than the growth rate of per capita output value, the company’s gross profit margin will be at risk of decline, which will have a great adverse impact on the company’s operating performance.
(III) the risk of wrong choice of R & D direction and failure of R & D investment brought by technological progress
Regulatory policies and market competition require financial institutions to “promote the high-quality development of banking and insurance industry with digital transformation, build a new pattern of digital finance suitable for modern economic development, continuously improve the ability and level of financial services to the real economy, and effectively prevent and resolve financial risks”. This is the fundamental demand for the construction of information system of financial institutions, which is embodied in the digitization of business operation and management, the construction of financial data capacity, the construction of scientific and technological capacity, and the strengthening of risk prevention. The above demand areas are the main technological progress direction of financial technology application. Therefore, software service providers need to constantly adjust their R & D direction to adapt to the changes in the construction needs of information systems of financial institutions.
(IV) project risk
The funds raised from the issuance of convertible corporate bonds to unspecified objects are planned to be invested in the distributed PAAS platform project. The implementation plan and progress of the project invested with raised funds are based on the past experience of the issuer and the industry, and the economic benefit data of the project invested with raised funds are calculated based on the market real-time and historical prices, relevant costs and other predictive information at the time when the feasibility study report is prepared. If the project cannot be completed as expected due to uncontrollable factors during the construction process, or adverse changes in the market environment after the completion of the project lead to intensified industry competition, decline in product prices and failure to maintain synchronous and coordinated development of product market demand, it may lead to the time when the benefits of the project invested with raised funds are later than expected or the actual benefits are lower than expected.
(V) risks related to the issuance of convertible bonds
1. The risk that the convertible bonds fail to convert into shares during the conversion period
For investors, the company’s stock price will fluctuate unpredictably in the future, so there is a possibility that the stock price cannot reach or exceed the convertible bond conversion price due to the influence of various factors during the conversion period. In this case, the investment income of investors will be affected; In addition, during the conversion period, if the convertible bonds meet the redemption conditions and the company exercises relevant rights to redeem, it will also shorten the duration of the convertible bonds held by investors and reduce the future interest income.
For the company, if the convertible bonds fail to be converted into shares during the conversion period due to the downturn of the company’s stock price or failure to meet the expectations of bondholders, the company needs to pay the principal and interest of the convertible bonds that have not been converted into shares, thus increasing the financial expense burden and capital pressure of the company.
2. Risk that the price of convertible bonds into shares fails to be revised downward and the revision range is uncertain
The company has set the terms of downward correction of convertible bond to share price in this convertible bond issuance, but when triggering the terms of downward correction of convertible bond to share price in the future, the board of directors of the company may not put forward the downward correction scheme of convertible bond to share price based on multiple factors such as market factors, business development and financial status of the company, Or the board of directors proposed a downward correction plan for the conversion price, but the plan failed to pass the vote of the general meeting of shareholders and then failed to be implemented. If the above situation occurs, the holders of convertible bonds may face the risk that the downward correction clause of the conversion price cannot be implemented during the duration. In addition, if the board of directors of the company proposes a downward correction scheme for the conversion price and is approved by the general meeting of shareholders, but the downward correction range of the conversion price in the correction scheme is uncertain, the stock price of the company may still be lower than the corrected conversion price. The occurrence of the above situation may still lead to the risk that investors holding convertible corporate bonds cannot convert shares.
3. Risk of early redemption of convertible bonds
This convertible bond has conditional redemption terms. During the convertible bond conversion period, if the closing price of the company’s shares on at least 15 trading days in 30 consecutive trading days is not less than 130% (including 130%) of the current conversion price, or the balance of the convertible corporate bonds issued this time is less than 30 million yuan, The company has the right to redeem all or part of the convertible corporate 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. During the duration of this convertible bond, if the company exercises the above conditional redemption terms when the relevant conditions are met, it may promote the convertible bond investors to convert shares in advance, resulting in the risk of shortening the duration of the convertible bond and reducing the future interest income.
4. Risk that convertible bond investors cannot realize timely resale
The conditional resale clause of the convertible bonds stipulates that in the last two interest bearing years, if the closing price of the company’s shares on any consecutive 30 trading days is lower than 70% of the current conversion price, the holders of convertible corporate bonds have the right to resell all or part of the convertible corporate bonds held by them to the company at the face value plus the current accrued interest. In the last two interest bearing years, the holders of convertible corporate bonds may exercise the right of repurchase once after the conditions for repurchase in each interest bearing year are met for the first time. If the conditions for repurchase are met for the first time and the holders of convertible corporate bonds fail to declare and implement the repurchase within the repurchase reporting period announced by the company at that time, the right of repurchase cannot be exercised in that interest bearing year, The holders of convertible corporate bonds cannot exercise part of the repurchase right multiple times.
Due to the complex and changeable factors affecting the stock price, if the company’s share price continues to be lower than 70% of the conversion share price during the duration of convertible bonds, but fails to meet other necessary conditions for resale, investors will face the risk of being unable to exercise the resale right of convertible bonds.
6、 Measures and commitments to fill immediate returns
(I) measures taken by the issuer to fill the diluted immediate return
In order to protect the legitimate rights and interests of investors and reduce the impact of the possible dilution of the immediate return of this issuance, the company plans to take a variety of measures to ensure the effective use of the funds raised in this issuance and effectively prevent the risk of dilution of the immediate return. The specific measures taken by the company to fill the immediate return are as follows:
1. Actively and steadily promote the construction of raised investment projects, and improve business efficiency and profitability
The implementation of this raised investment project will enable the company to improve its capital strength and resist the risk of market competition
