Securities code: 603585 securities abbreviation: Suli Co.Ltd(603585) Announcement No.: 2022-005
Announcement on public issuance of convertible corporate bonds
Sponsor (lead underwriter): Gf Securities Co.Ltd(000776)
The board of directors and all directors of the company guarantee that there are no false records, misleading statements or major omissions in the contents of this announcement, and bear individual and joint liabilities for the authenticity, accuracy and completeness of its contents.
hot tip
Suli Co.Ltd(603585) (hereinafter referred to as ” Suli Co.Ltd(603585) “, “issuer” or “company”) and Gf Securities Co.Ltd(000776) (hereinafter referred to as “sponsor (lead underwriter)”, “lead underwriter” or ” Gf Securities Co.Ltd(000776) “) in accordance with the securities law of the people’s Republic of China, the measures for the administration of securities issuance by listed companies and the measures for the administration of securities issuance and underwriting (CSRC order [No. 144]) Detailed rules for the implementation of convertible corporate bonds issued by listed companies of Shanghai Stock Exchange (SZF [2018] No. 115) (hereinafter referred to as the “detailed rules”), guidelines for securities issuance and listing business of Shanghai Stock Exchange (SZF [2018] No. 42) Organize the implementation of this public offering of convertible corporate bonds (hereinafter referred to as “convertible bonds” or “Suli convertible bonds”) in accordance with the relevant provisions of the guidelines for securities issuance and underwriting business of Shanghai Stock Exchange No. 2 – securities issuance and listing business of listed companies.
The convertible bonds issued to the public will be placed preferentially to the original shareholders registered by China Securities Depository and Clearing Co., Ltd. Shanghai Branch (hereinafter referred to as “China Securities Depository and clearing Shanghai Branch”) after the closing of the market on the equity registration date (February 15, 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 sold to public investors through the trading system of Shanghai Stock Exchange (hereinafter referred to as “Shanghai Stock Exchange”). Investors are requested to carefully read this announcement and the website of Shanghai Stock Exchange (www.sse. Com. CN) The promulgated implementation rules.
The convertible bonds issued to the public do not have the number of shares that have no right to participate in the preferential placement of the original shareholders. If the number of share capital that the company can participate in the placement changes by the equity registration date (February 15, 2022, t-1), the company will disclose the announcement on the adjustment of the placement proportion of the original shareholders of convertible bond issuance on the starting date of subscription (February 16, 2022, t).
1、 Key issues for investors
Important tips on the issuance process, subscription application, payment and disposal of investors’ abandonment are as follows:
1. Special concerns of the prior placement of the original shareholders
(1) The preferential placement of the original shareholders is carried out through online subscription. The issuance of convertible bonds gives priority to the placement of securities to the original shareholders. There is no distinction between tradable shares with limited sales conditions and tradable shares with unlimited sales conditions. In principle, the original shareholders are placed through online subscription through the trading system of Shanghai Stock Exchange, and the settlement and securities registration are carried out by China Clearing Shanghai Branch. The securities allocated to the original shareholders are negotiable securities with unlimited sales conditions. There is no offline placement by the original shareholders in this issuance.
The preferred placing date and payment date of the original shareholders of this issuance are February 16, 2022 (t day). The preferred subscription of all the original shareholders (including restricted stock shareholders) is carried out through the trading system of Shanghai Stock Exchange. The subscription time is 9:30-11:30 and 13:00-15:00 on February 16, 2022 (t day). The placing code is “753585”, and the placing is referred to as “Suli debt distribution”.
(2) Adjustment of the actual allotment proportion of the original shareholders. The preferred placement ratio of the original shareholders disclosed in this announcement is 0.005317 hands / share, which is the expected number. If the number of share capital that the company can participate in the placement changes on February 15, 2022 (t-1) as of the registration date of convertible bonds, the preferred placement ratio will change, The issuer and the recommendation institution (lead underwriter) will disclose the announcement on the adjustment of the priority placement proportion of the original shareholders on the subscription day (t day). The original shareholders shall determine the number of convertible bonds that can be placed according to the actual placement proportion disclosed in the announcement, and ask investors to carefully check the distributable balance of “Suli bonds” in their securities accounts after the closing of the equity registration day, and make corresponding capital arrangements.
If the effective subscription amount of the original shareholder exceeds the total amount of priority subscription, the subscription is invalid. If the effective subscription amount of the original shareholder is less than the subscription limit (including the subscription limit), the actual subscription amount shall prevail.
(3) The issuer has a total share capital of 180000000 shares, all of which can participate in the preferential placement of the original shareholders. Calculated according to the priority placement proportion of this issuance, the total upper limit of convertible bonds that the original shareholders can subscribe preferentially is 957211 hands. 2. The preferred placing date and online subscription date of the original shareholders of this issuance are February 16, 2022 (t day). The online subscription time is 9:30-11:30 and 13:00-15:00 on t day. Offline issuance will not be arranged. 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 16, 2022 (t day). 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 on February 16, 2022 (t day).
3. 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. For investors participating in online subscription, securities companies shall not declare cancellation of designated transactions and cancellation of corresponding securities accounts for them before the delivery date of successful subscription funds (including T + 3 days).
4. On February 17, 2022 (T + 1), the issuer and the recommendation institution (lead underwriter) will announce the online winning rate and priority placement results of this offering in Shanghai Securities News. When the total amount of effective online subscription is greater than the number of online issuance finally determined this time, the sale result shall be determined by lottery. On February 17, 2022 (T + 1), according to the online winning rate of this offering, under the notarization of the notary department, the sponsor (lead underwriter) and the issuer jointly organized the lottery.
5. After winning the subscription of convertible bonds, online investors shall fulfill the obligation of capital settlement in accordance with the announcement of online winning results of Suli Co.Ltd(603585) public issuance of convertible corporate bonds (hereinafter referred to as the announcement of online winning results), so as to ensure that their capital account will have sufficient subscription funds on February 18 (T + 2) 2022, If you can subscribe for one hand or an integer multiple of one hand of convertible bonds after winning the lottery, the investor’s payment shall comply with the relevant regulations of the securities company where the investor is 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 provisions of the relevant provisions, the smallest party that abandons the subscription of Shanghai branch is the relevant settlement unit. The part that online investors give up subscription shall be underwritten by the sponsor (lead underwriter).
6. 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 recommendation institution (lead underwriter) will negotiate whether to take measures to suspend the issuance, and report to the China Securities Regulatory Commission (hereinafter referred to as the “CSRC”) 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.
This offering is underwritten by the sponsor (lead underwriter) Gf Securities Co.Ltd(000776) , and the part with the subscription amount less than 957211000 yuan is underwritten by the balance of the sponsor (lead underwriter) Gf Securities Co.Ltd(000776) . The underwriting base is 957.211 million yuan. The sponsor (lead underwriter) determines the final placement result and underwriting amount according to the online capital arrival. In principle, the underwriting proportion of the sponsor (lead underwriter) shall not exceed 30% of the total amount of convertible bonds issued this time, that is, in principle, the maximum underwriting amount is 287.1633 million 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.
7. If online investors have won the lottery for 3 times but failed to pay in full within 12 consecutive months, they shall not participate in the subscription of new shares, depositary receipts, convertible bonds and convertible bonds within 6 months (calculated as 180 natural days, including the next day) from the next day when CSDCC Shanghai branch receives the purchase abandonment declaration. The number of times of abandonment of subscription shall be calculated according to the number of times of new shares, depositary receipts, convertible bonds and exchangeable bonds actually abandoned by the investor.
The situation of abandoning subscription shall be judged 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.
8. The self operated account of the sponsor (lead underwriter) of this offering shall not participate in the subscription.
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.
10. The credit rating of convertible bonds may be lowered due to factors such as the issuer’s operation and management or financial status, which will then affect the bond market transaction price of convertible bonds. Investors should pay attention to the tracking rating report of convertible bonds.
11. The trading price of convertible bonds in the secondary market is affected by multiple factors such as the stock price of listed companies, conversion price, redemption and resale terms, market interest rate, coupon rate and market expectation. The fluctuation situation is relatively complex. It may fall below the issuance price, fluctuate sharply, deviate from the investment value, or even the trading price is lower than the face value. Investors should pay attention to relevant risks.
2、 The convertible bonds issued this time are divided into two parts
1. Preferential placement shall be implemented to the original shareholders registered after the closing of the stock market on the equity registration date (February 15, 2022, t-1).
(1) The preferential subscription of the original shareholders is carried out through the trading system of Shanghai Stock Exchange. The placement is referred to as “Suli bond distribution” for short, and the placement code is “753585”. The number of convertible bonds that can be preferentially placed by the original shareholders is the number of shares of the issuer registered after the closing of the equity registration date (February 15, 2022, t-1). The amount of convertible bonds can be calculated according to the proportion of 5.317 yuan of convertible bonds per share, and then converted into the number of hands at the rate of 1000 yuan per hand. Each hand is an application unit, that is, 0.005317 hands of convertible bonds per share.
The original shareholders can decide the amount of convertible bonds actually subscribed according to their own conditions.
(2) If the ” Suli Co.Ltd(603585) ” shares held by the original shareholders are deposited in two or more securities business departments, the number of hands that can be subscribed shall be calculated based on the shares deposited in each business department, and the placement subscription must be carried out in the corresponding securities business department in accordance with the relevant business rules of Shanghai Stock Exchange.
(3) In addition to participating in the priority placement, the original shareholders can also participate in the online subscription of the balance after the priority placement.
2. Public investors participate in online issuance through the trading system of Shanghai Stock Exchange. The online subscription is referred to as “Suli bonds” for short, and the subscription code is “754585”. The minimum subscription quantity of each securities account is 1 hand (10 pieces, 1000 yuan), and more than 1 hand must be an integral multiple of 1 hand. The upper limit of the subscription quantity of each account is 1000 hands (10000 pieces, 1 million yuan). If the upper limit is exceeded, the subscription will be invalid. 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 Suli convertible bonds, or if the investor uses the same securities account to participate in the subscription of Suli convertible bonds for many times, the first subscription of the investor shall be valid, and the other subscriptions shall be invalid. At the time of subscription, investors do not need to pay the subscription fund.
Important tips
1. The public offering of convertible bonds by the issuer has been approved by the CSRC in document zjxk [2021] No. 3928. The convertible bonds issued this time are referred to as “Suli convertible bonds” for short, and the bond code is “113640”.
2. The issue of 957211000 yuan of convertible bonds, each with a face value of 100 yuan, a total of 957211 hands (9572110 pieces), issued at face value.
3. The convertible bonds issued this time will be placed preferentially to the original shareholders registered by CSDCC Shanghai branch after the closing of the market on the equity registration date (February 15, 2022, t-1). The balance after the priority placement of the original shareholders (including the part that the original shareholders give up the priority placement) will be sold online to public investors through the trading system of Shanghai Stock Exchange.
4. The number of Suli convertible bonds that can be preferentially placed by the original shareholders is the number of shares of the issuer registered by CSDCC Shanghai branch after the closing of the equity registration date (February 15, 2022, t-1), with a face value of RMB 5.317 per share
