Stock abbreviation: Raytron Technology Co.Ltd(688002) securities code: 688002 listing place: Shanghai Stock Exchange Raytron Technology Co.Ltd(688002)
(address: No. 11 Guiyang street, Yantai Development Zone)
Demonstration and analysis report on the scheme of issuing convertible corporate bonds to unspecified objects
February, 2002
Necessity of the first issue of securities
Raytron Technology Co.Ltd(688002) (hereinafter referred to as "company" or "issuer") is a company listed on the science and Innovation Board of Shanghai Stock Exchange. In order to meet the capital needs of the company's development, expand the company's business scale, enhance the company's R & D ability and comprehensive competitiveness, and improve its profitability, the company considers its own actual situation, and according to 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 administrative measures for the registration of securities issuance of companies listed on the science and Innovation Board (for Trial Implementation) (hereinafter referred to as the "administrative measures for registration") and other relevant provisions, It is proposed to raise funds by issuing convertible corporate bonds to unspecified objects (hereinafter referred to as "this issuance"; convertible corporate bonds hereinafter referred to as "convertible bonds").
1、 Types of securities issued this time
The type of securities issued this time is convertible corporate bonds that can be converted into company shares. These convertible corporate bonds and future convertible company shares will be listed on the science and Innovation Board of Shanghai Stock Exchange.
2、 The necessity of this issuance of securities and its variety selection
The investment projects raised by issuing convertible corporate bonds to unspecified objects have been carefully demonstrated by the company. The implementation of the project is conducive to further improving the company's core competitiveness and enhancing the company's sustainable development ability, For detailed analysis, see the feasibility analysis report on the use of funds raised by issuing convertible corporate bonds to unspecified objects published on the website of Shanghai Stock Exchange on the same day.
Section II appropriateness of the selection scope, quantity and standard of the issuance object I. appropriateness of the selection scope of the issuance object
The specific issuance method of convertible corporate bonds shall be determined by the board of directors authorized by the general meeting of shareholders (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 preferential 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. The balance other than the preferential placement enjoyed by the existing shareholders and the part that the existing shareholders give 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. The selection scope of the offering object complies with the provisions of relevant laws, regulations and normative documents of the CSRC and Shanghai Stock Exchange, and the selection scope is appropriate. 2、 Appropriateness of the number of objects to be issued this time
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 standards of the issuing objects comply with the relevant laws, regulations and normative documents of the CSRC and Shanghai Stock Exchange, and the number of issuing objects is appropriate. 3、 Appropriateness of standards for the object of this issuance
The object of this convertible bond issuance shall have certain risk identification ability and risk bearing ability, and have corresponding capital strength.
The standards of the issuing object shall comply with the relevant provisions of the registration management measures and other relevant laws, regulations and normative documents, and the standards of the issuing object shall be appropriate.
Section III rationality of the pricing principles, basis, methods and procedures of this offering I. The pricing principles of this offering are reasonable
After obtaining the decision of the China Securities Regulatory Commission (hereinafter referred to as "CSRC") on Approving the registration of this issuance, the company will determine the issuance period after consultation with the sponsor (lead underwriter). Pricing principle of this offering:
(I) bond coupon 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 determined by the board of directors (or the person authorized by the board of directors) authorized by the general meeting of shareholders of the company through consultation 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 (or the person authorized by the board of directors) to adjust the coupon rate accordingly.
(II) determination and adjustment of share conversion price
1. Determination basis of initial conversion price
The initial conversion price of the convertible corporate bonds issued this time shall not be lower 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 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, and the specific initial conversion price shall be submitted to the general meeting of shareholders of the company to authorize the board of directors of the company (or the person authorized by the board of directors) to negotiate and determine with the sponsor (lead underwriter) according to the market and the specific situation of the company before the issuance.
Average trading price of the company's shares in the first 20 trading days = total trading volume of the company's shares in the first 20 trading days / total trading volume of the company's shares in the last 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 total trading volume of the company's shares on that day.
2. Adjustment method and calculation formula of conversion price
After this issuance, when the company's shares change due to the distribution of stock dividends, conversion to share capital, additional issuance of new shares or allotment of shares, and distribution of cash dividends (excluding the increased share capital due to the conversion of convertible bonds into shares issued this time), the conversion price will be adjusted according to the following formula (retain two decimal places and round the last one):
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 above shares and / or shareholders' equity changes occur, the company will adjust the conversion price in turn, publish the announcement of the resolution of the board of directors on the website of the securities exchange and the media meeting the conditions specified by the securities regulatory authority of the State Council, and specify the date of conversion price adjustment, adjustment measures and the period of suspension of 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, the relevant provisions of the securities regulatory authorities and the Shanghai Stock Exchange.
2、 Rationality of pricing basis for this offering
The initial conversion price of the convertible corporate bonds issued this time shall not be lower 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, and the specific initial conversion price shall be submitted to the general meeting of shareholders of the company to authorize the board of directors of the company (or the person authorized by the board of directors) to negotiate and determine with the sponsor (lead underwriter) according to the market and the specific situation of the company before the issuance.
Average trading price of the company's shares in the first 20 trading days = total trading volume of the company's shares in the first 20 trading days / total trading volume of the company's shares in the last 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 total trading volume of the company's shares on that day.
The pricing basis of this offering complies with the relevant provisions of relevant laws, regulations and normative documents such as the measures for the administration of registration, and the pricing basis of the offering is reasonable.
3、 The pricing method and procedure of this offering are reasonable
The pricing methods and procedures for the issuance of convertible bonds to unspecified objects are in accordance with the relevant provisions of laws and regulations such as the measures for the administration of registration. The company has convened the board of directors to consider and approve the matters related to the issuance of convertible bonds, and disclosed the relevant announcements on the website of the stock exchange and the media meeting the conditions specified by the securities regulatory authority of the State Council, It will be submitted to the general meeting of shareholders of the company for deliberation.
The pricing methods and procedures of this offering comply with the relevant provisions of laws, regulations and normative documents such as the registration management measures, and the pricing methods and procedures of this offering are reasonable.
To sum up, the pricing principles, basis, methods and procedures of this offering comply with the requirements of relevant laws, regulations and normative documents, and the compliance is reasonable.
Section IV feasibility of this issuance
The company raised funds by issuing convertible corporate bonds to unspecified objects, which meets the relevant issuance conditions stipulated in the securities law and the measures for the administration of registration.
1、 This issuance complies with the provisions of the registration administration measures on the issuance of convertible bonds
(I) the company has a sound and well functioning organization
The company has established the general meeting of shareholders, the board of directors, the board of supervisors and relevant operating institutions in strict accordance with the requirements of the company law, the securities law and other relevant laws, regulations and normative documents, and has a sound corporate governance structure. The issuer has established and improved the management system of each department. The general meeting of shareholders, the board of directors and the board of supervisors exercise their respective rights and perform their respective obligations in accordance with the provisions of the company law, the articles of association and various working systems of the company.
The company complies with the provisions of Article 13 "(I) having a sound and well functioning organization" of the registration management measures.
(II) the average distributable profits of the company in the last three years
In 2018, 2019 and 2020, the net profits attributable to the owners of the parent company (calculated by the lower one before and after deducting non recurring profits and losses) were 112.5251 million yuan, 175.7416 million yuan and 50.86817 million yuan respectively, and the average three-year distributable profit was 265.6495 million yuan. The issuance of convertible corporate bonds to unspecified objects is calculated as 1640 million yuan of raised funds. Referring to the recent issuance interest rate level of convertible corporate bond market and through reasonable estimation, the average distributable profit of the company in the last three years is enough to pay one-year interest on convertible corporate bonds.
The company complies with the provisions of Article 13 of the registration management measures "(II) the average distributable profits in the last three years are sufficient to pay one year's interest on corporate bonds".
(III) have reasonable asset liability structure and normal cash flow
On December 31, 2018, December 31, 2019, December 31, 2020 and September 30, 2021, the asset liability ratio of the company was 15.55%, 7.93%, 17.35% and 17.01% respectively, and the asset liability structure was reasonable.
In 2018, 2019, 2020 and January September 2021, the net cash flow generated by the company's operating activities was 36.2488 million yuan, 159.1382 million yuan, 163.8672 million yuan and -4.4631 million yuan respectively.
The company complies with the provisions of Article 13 "(III) having a reasonable asset liability structure and normal cash flow" of the registration management measures.
(IV) the current directors, supervisors and senior managers meet the job requirements stipulated by laws and administrative regulations
The current directors, supervisors and senior managers of the company are qualified, can faithfully and diligently perform their duties, have no acts in violation of articles 148 and 149 of the company law, and have not been subject to administrative punishment by the CSRC in the last 36 months or public condemnation by the stock exchange in the last 12 months.
The company complies with the provisions of Article 9 of the measures for the administration of registration "(II) the current directors, supervisors and senior managers meet the job requirements stipulated by laws and administrative regulations".
(V) have a complete business system and the ability to operate independently directly facing the market, and there is no situation that has a significant adverse impact on the sustainable operation
The company's personnel, assets, finance, organization and business are independent, can operate and manage independently, has a complete business system and the ability to operate independently directly facing the market, and there is no situation that has a significant adverse impact on the sustainable operation.
The company complies with the provisions of Article 9 of the registration management measures "(III) it has a complete business system and the ability to operate independently directly facing the market, and there is no situation that has a significant adverse impact on its continuous operation".
(VI) the basic work of accounting is standardized, the internal control system is sound and effectively implemented, the preparation and disclosure of financial statements comply with the accounting standards for business enterprises and relevant information disclosure rules, and fairly reflect the financial status, operating results and cash flow of the listed company in all major aspects. The financial and accounting reports of the last three years have been reviewed with unqualified opinions
