China Industrial Securities Co.Ltd(601377)
About Bonree Data Technology Co.Ltd(688229) issuing convertible corporate bonds to unspecified objects
of
Issuance recommendation
Sponsor (lead underwriter)
(No. 268, Hudong Road, Gulou District, Fuzhou)
February, 2002
Statement
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”) and the measures for the administration of securities issuance and listing recommendation business (hereinafter referred to as the “measures for the administration of recommendation”) The measures for the administration of securities issuance and registration of listed companies on the science and Innovation Board (for Trial Implementation) (hereinafter referred to as the “measures for the administration of registration”), the rules for the listing of shares on the science and Innovation Board of Shanghai Stock Exchange (hereinafter referred to as the “Listing Rules”), the measures for the administration of convertible corporate bonds and other relevant laws and administrative regulations, as well as the China Securities Regulatory Commission (hereinafter referred to as the “CSRC”) In accordance with the provisions of Shanghai Stock Exchange, we are honest and trustworthy, 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.
Unless otherwise specified in this issuance recommendation letter, relevant terms have the same meaning as in the prospectus for Bonree Data Technology Co.Ltd(688229) issuing convertible corporate bonds to unspecified objects.
Section 1 basic information of this securities issuance
1、 Name of sponsor for this securities issuance
China Industrial Securities Co.Ltd(601377) (hereinafter referred to as ” China Industrial Securities Co.Ltd(601377) ” or “recommendation institution”) II. The recommendation representative designated by the recommendation institution and the practice of recommendation business
The recommendation institution appoints Zhen junqian and Chen Jie as Bonree Data Technology Co.Ltd(688229) the recommendation representatives for issuing convertible corporate bonds to unspecified objects.
Zhen junqian: the sponsor representative, now the senior manager of China Industrial Securities Co.Ltd(601377) investment banking business headquarters, has presided over or participated in IPO projects such as Zhejiang Tiantie Industry Co.Ltd(300587) (300587), Bonree Data Technology Co.Ltd(688229) (688229), Zhejiang Tiantie Industry Co.Ltd(300587) (300587) convertible bonds, Zhejiang Tiantie Industry Co.Ltd(300587) (300587) refinancing projects such as issuing shares to specific objects.
Chen Jie: sponsor representative, now the deputy general manager of China Industrial Securities Co.Ltd(601377) investment banking business headquarters. He has presided over or participated in IPO projects such as Bonree Data Technology Co.Ltd(688229) (688229), Zhejiang Tiantie Industry Co.Ltd(300587) (300587), Fujian Acetron New Materials Co.Ltd(300706) (300706), Yongyue Science&Technology Co.Ltd(603879) (603879), Zhejiang Tiantie Industry Co.Ltd(300587) (300587), Fujian Acetron New Materials Co.Ltd(300706) (300706), Zhejiang Yinlun Machinery Co.Ltd(002126) (002126), Sichuan Haite High-Tech Co.Ltd(002023) (002023) Refinancing projects such as Yunnan Luoping Zinc&Electricity Co.Ltd(002114) (002114). 3、 Project Co sponsors and other project personnel designated by the sponsor
Lei Lei is the co organizer of the project, and his practice is as follows:
Lei Lei is now the senior manager of China Industrial Securities Co.Ltd(601377) investment banking business headquarters. He has worked in Lixin Certified Public Accountants (special general partnership) and Ernst & Young Huaming Certified Public Accountants (special general partnership), with 5 years of audit experience.
Other members of the project team include Mao Jiamin, Song Nan and Mao Yubei.
4、 The issuer of this recommendation
Chinese name of issuer Bonree Data Technology Co.Ltd(688229)
English name of the issuer: bonree Data Technology Co., Ltd
Registered address: Floor 4, No. 46, Dongzhong street, Dongcheng District, Beijing
The total share capital is 44.4 million yuan
Date of establishment: February 29, 2008
Stock abbreviation Bonree Data Technology Co.Ltd(688229)
Stock Code: 688229
Shanghai kechuangdi Stock Exchange
E-mail [email protected].
Tel: 010-65519466
Technology promotion services; Information consulting services (excluding intermediary services); Computer system services; Sales of computer software and auxiliary equipment; Import and export of goods; Technology import and export; Acting import and export business scope. (market entities shall independently choose business projects and carry out business activities according to law; projects that must be approved according to law shall carry out business activities according to the approved contents after being approved by relevant departments; they shall not engage in business activities of projects prohibited and restricted by national and municipal industrial policies.)
5、 Type of securities issuance
The type of securities issued this time is to issue convertible corporate bonds that can be converted into RMB common shares (A shares) of the company to unspecified objects. The convertible bonds and A-share shares to be converted in the future will be listed on the science and Innovation Board of Shanghai Stock Exchange. 6、 This release plan
(I) types of securities issued
The type of securities issued this time is to issue convertible corporate bonds that can be converted into A-share shares of the company to unspecified objects. The convertible corporate bonds and A-Shares of the company to be converted in the future will be listed on the science and Innovation Board of Shanghai Stock Exchange.
(II) issuance scale
In accordance with the provisions of relevant laws and regulations and normative documents, and in combination with the company’s financial situation and investment plan, the total amount of funds raised by the proposed issuance of convertible corporate bonds shall not exceed RMB 255 million (inclusive). The specific amount of funds raised shall be authorized by the general meeting of shareholders of the company. The board of directors of the company (or the person authorized by the board of directors) shall
(III) face value and issue price
The convertible corporate bonds issued this time are issued at face value, with each face value of RMB 100.00. (IV) bond term
The term of convertible corporate bonds issued this time is 6 years from the date of issuance.
(V) bond interest rate
The determination method of the coupon rate of the convertible corporate bonds issued this time and the final interest rate level of each interest bearing year shall be submitted to the general meeting of shareholders of the company to authorize the board of directors and the authorized person of the board of directors to negotiate with the recommendation institution (lead underwriter) according to national policies, market conditions and specific conditions of the company before issuance.
Before the issuance of convertible corporate bonds, if the bank deposit interest rate is adjusted, the general meeting of shareholders authorizes the board of directors and the person authorized by the board of directors to adjust the coupon rate accordingly.
(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, return the principal at maturity and pay the interest of the last year.
1. Annual interest calculation
Annual interest refers to the current interest of the total face value of convertible corporate bonds held by convertible corporate bond holders for each full year from the first date of issuance of convertible corporate bonds.
The calculation formula of annual interest is: I = B × i
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: The coupon rate of convertible corporate bonds in the current year.
2. Interest payment method
(1) The convertible corporate bonds issued this time adopt the interest payment method of paying interest once a year, and the starting date of interest calculation is the first day of issuance of convertible corporate bonds.
(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 convertible corporate bonds issued this time. If the day is a legal holiday or rest day, it shall be postponed to the next trading day without additional interest. The interest payment date of each adjacent year is one day.
(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 that apply for conversion into the company’s shares before the registration date of interest paying creditor’s rights (including the registration date of interest paying creditor’s rights), the company will no longer pay the interest of this interest year and subsequent interest years to its holders.
(4) The tax payable on the interest income obtained by the holders of convertible corporate bonds shall be borne by the holders of convertible corporate bonds.
(VII) term of share conversion
The conversion period of convertible corporate bonds issued this time starts from the first trading day after the expiration of six months from the date of issuance to the maturity date of convertible corporate bonds.
(VIII) determination and adjustment of share conversion price
1. Determination of initial conversion price
The initial conversion price of convertible corporate bonds issued this time shall not be lower than the average trading price of A-Shares of the company 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 A-Shares on the previous trading day. The specific initial conversion price shall be determined by the board of directors authorized by the general meeting of shareholders through consultation with the sponsor (lead underwriter) according to the market and the specific situation of the company before issuance.
The average trading price of the company’s A-Shares in the first 20 trading days = the total trading volume of the company’s A-Shares in the first 20 trading days / the total trading volume of the company’s A-Shares in the last 20 trading days.
The average trading price of the company’s A-Shares on the previous trading day = the total trading volume of the company’s A-Shares on the previous trading day / the total trading volume of the company’s A-Shares on that day.
2. Adjustment method and calculation method of conversion price
After this issuance, if the company distributes stock dividends, converts to increased share capital, issues new shares (excluding the increased share capital due to the conversion of convertible corporate bonds issued this time), allots shares and distributes cash dividends, the conversion price shall be adjusted accordingly (two decimal places shall be reserved and the last one shall be rounded). The specific adjustment formula of share conversion price is as follows:
Distribution of stock dividends or conversion to 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 shall be carried out simultaneously: P1 = (p0-d + a) × k）/（1+n+k）。
Where: P0 refers to the transfer price before adjustment, n refers to the share dividend or share capital conversion rate, K refers to the new share price or allotment rate, a refers to the new share price or allotment price, D refers to the cash dividend per share, and P1 refers to the transfer price after adjustment.
When the company changes the above shares and / or shareholders’ equity, the conversion price will be adjusted in turn and posted on the website of Shanghai Stock Exchange（ http://www.sse.com.cn. ）Or the information disclosure media of listed companies designated by the CSRC shall publish the announcement of share conversion price adjustment, and specify the date of share conversion price adjustment, adjustment method and suspension period of share conversion (if necessary). When the conversion price is adjusted to or after the application date for conversion of convertible corporate bonds issued this time and before the registration date of conversion shares, the conversion application of the holder 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 type, 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 authorities at that time.
(IX) downward correction clause of share conversion price
1. Correction authority and correction range
During the duration of the convertible corporate 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 continuous 30 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 of the company for voting.
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, shareholders holding convertible corporate bonds issued this time shall withdraw. The revised conversion price shall not be lower than the average trading price of the company’s shares on the 20th trading day before the convening of the general meeting of shareholders and the average trading price of the company’s shares on 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（ http://www.sse.com.cn. ）Or publish relevant announcements on the information disclosure media of listed companies designated by the CSRC, including the revision range of the announcement, the date of equity registration and the period of suspension of share conversion. From the first trading day after the equity registration date (i.e. the correction date of share conversion price), the application for share conversion shall be resumed and the revised 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.
(x) method for determining the number of converted shares
When the bondholder applies 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. Where: Q: refers to the number of convertible corporate bonds converted into shares; 5: Refers to the total face value of convertible corporate bonds applied for share conversion by convertible bondholders; P: It refers to the effective share conversion price on the day of application for share conversion.
The shares applied for conversion by the bondholders of convertible companies must be integer shares. When converting shares, if it is not enough to convert 1 share, it can be converted
