Securities code: 600438 securities abbreviation: Tongwei Co.Ltd(600438) Announcement No.: 2022-005
Announcement on public issuance of convertible corporate bonds
Sponsor (lead underwriter): China Securities Co.Ltd(601066)
Co lead underwriter: Huatai United Securities Co., Ltd
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
Tongwei Co.Ltd(600438) (hereinafter referred to as " Tongwei Co.Ltd(600438) ", "issuer" or "company") and China Securities Co.Ltd(601066) (hereinafter referred to as " China Securities Co.Ltd(601066) " securities "or" sponsor (lead lead underwriter) ") Huatai United Securities Co., Ltd. (hereinafter referred to as "Huatai United Securities") ( China Securities Co.Ltd(601066) securities and Huatai United Securities are collectively referred to as "joint lead underwriters") in accordance with the securities law of the people's Republic of China, the measures for the administration of securities issuance of 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 (revised in 2018) (SZF [2018] No. 115) (hereinafter referred to as the "detailed rules"), guidelines for securities issuance and listing business of Shanghai Stock Exchange (revised in 2018) (SZF [2018] No. 42) Organize the implementation of this public offering of convertible corporate bonds (hereinafter referred to as "convertible bonds" or "Tong 22 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 (Shh [2021] No. 323).
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 23, 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 online through the trading system of Shanghai Stock Exchange (hereinafter referred to as "Shanghai Stock Exchange"). Please read this announcement carefully.
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 priority placement, subscription and payment date of the original shareholders of this convertible bond issuance is February 24, 2022 (t day). The priority subscription of all original shareholders (including shareholders with restricted sales conditions) is carried out through the trading system of Shanghai Stock Exchange, and the subscription time is 9:30-11:30 and 13:00-15:00 on February 24, 2022 (t day). The placing code is "704438", and the placing is referred to as "Tong 22 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 0.002665 hands / share, which is the expected number. If the number of share capital that the company can participate in the placement changes on February 23, 2022 (t-1) as of the registration date of convertible bonds, the preferred placement ratio will change, The issuer and the co lead underwriter will disclose the announcement on the adjustment of the priority placement proportion of the original shareholders before February 24, 2022 (t day). The original shareholders shall determine the placement quantity of convertible bonds according to the actual placement proportion disclosed in the announcement, and ask the investors to carefully check the distributable balance of "Tong 22 debt distribution" 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 4501548184 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 12 million hands.
2. The priority placement date of the original shareholders of this convertible bond issuance and the online subscription date are February 24, 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. When the original shareholders participate in the priority placement, they shall pay the capital in full according to the number of convertible bonds under the priority placement within their priority placement limit. 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.
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 joint lead underwriter finds that the investor fails to comply with the regulatory requirements of the industry and applies for purchase beyond the corresponding asset scale or capital scale, the joint 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).
Investors shall express their purchase intention independently and shall not fully entrust securities companies to purchase on their behalf.
4. The preferred placement rate of the issuer and the results of the placement of the bonds on the Internet (hereinafter referred to as the "announcement of the preferred placement rate of the Issuer on August 25, 2022") will be published on the "announcement of the preferred placement rate of the Issuer on August 25, 2022" and the "announcement of the preferred placement rate of the Issuer on the Internet". 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 25, 2022 (T + 1), the issuer and the co lead underwriter will jointly organize lottery to determine the placement quantity of online subscription investors under the notarization of the notary department according to the online winning rate of this offering.
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 Tongwei Co.Ltd(600438) 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 28 (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 relevant regulations of China Clearing Shanghai Branch, the minimum unit to give up subscription is 1 hand. The part that online investors give up subscription shall be underwritten by the joint 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 joint lead underwriter will negotiate whether to take measures to suspend the issuance, And timely report to the China Securities Regulatory Commission (hereinafter referred to as the "CSRC"), if the issuance is suspended, the reasons for the suspension will be announced, and the issuance will be restarted at an appropriate time within the validity period of the approval.
The part of the subscription amount of this offering less than 12 billion yuan shall be underwritten by the joint lead underwriter. The underwriting base is 12 billion yuan. The joint lead underwriter determines the final placement result and underwriting amount according to the online capital arrival. In principle, the underwriting proportion of the joint lead underwriter shall not exceed 30% of the total amount of this offering. When the underwriting ratio exceeds 30% of the total amount of this issuance, the joint 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 a timely manner. If the issuance is suspended, the reasons for the suspension will be announced, and the issuance will be restarted at an appropriate time within the validity period of the approval. 7. If online investors win the lottery three times in a row but fail to pay in full within 12 months, they shall not participate in the subscription of new shares, convertible bonds, exchangeable bonds and depositary receipts within 6 months (calculated as 180 natural days, including the next day) from the next day when CSDCC Shanghai branch receives the abandonment declaration. The number of times of abandonment of subscription shall be calculated according to the number of times of new shares, convertible bonds, exchangeable bonds and depositary receipts actually abandoned by the investor.
8. The self operated account of the joint lead underwriter of this offering shall not participate in online 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 joint 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.
12. The convertible corporate bonds issued this time are all new shares.
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 23, 2022, t-1). The preferential subscription of the original shareholders is carried out through the trading system of Shanghai Stock Exchange, and the placement is referred to as the online subscription of the after-sales balance of "general distribution".
2. Public investors participate in online issuance through the trading system of Shanghai Stock Exchange. Online subscription is referred to as "Tong 22 bond issuance" for short, and the subscription code is "733438". 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 maximum number of subscriptions per account is 1000 hands (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 tong22 convertible bonds, or if the investor uses the same securities account to participate in the subscription of tong22 convertible bonds for many times, the first subscription of the investor shall be valid, and the other subscriptions shall be invalid.
Important tips
1. Tongwei Co.Ltd(600438) the public offering of convertible corporate bonds (hereinafter referred to as "Tong 22 convertible bonds" or "convertible bonds") has been approved by the CSRC in document zjxk [2021] No. 4028. The convertible corporate bonds issued this time are referred to as "Tong 22 convertible bonds" for short, and the bond code is "110085".
2. This issue of 12 billion yuan of convertible bonds, each with a face value of 100 yuan, a total of 120 million pieces and 12 million hands, are issued at face value.
3. The convertible corporate bonds issued to the public will be placed preferentially to the original shareholders registered by China Clearing Shanghai branch after the closing of the market on the equity registration date (February 23, T-1, 2022), The balance after the preferential placement of the original shareholders (including the part that the original shareholders give up the preferential placement) is sold online to public investors through the trading system of Shanghai Stock Exchange.
4. The number of Tong 22 convertible bonds that the original shareholders can give priority to placing is the number of shares of the issuer registered by China Clearing Shanghai branch held by them after the closing of the stock market on the equity registration date (February 23, 2022, t-1). The amount of convertible bonds that can be placed is calculated according to the proportion of convertible bonds with a par value of RMB 2.665 per share, and then converted into the number of hands according to the proportion of RMB 1000 per hand, Each hand (10 pieces) is a subscription unit, i.e. 0.002665 hands of convertible bonds per share.
The original shareholders can decide the amount of convertible bonds actually subscribed according to their own conditions.
The issuer has a total share capital of 4501548184 shares. Calculated according to the priority placement proportion of this issuance, the total upper limit of convertible bonds that can be preferentially placed by the original shareholders is 12 million.
In addition to participating in the priority placement, the original shareholders can also participate in the subscription of the balance after the priority placement. For the part of the original shareholders participating in the preferential placement, they shall pay full capital at the time of subscription on t day. When the original shareholders participate in the online subscription of the balance after the priority placement, they do not need to pay the subscription fund.
5. Social public investors participate in the subscription of the balance after the priority placement of the issuer's original shareholders through the trading system of Shanghai Stock Exchange. The subscription is referred to as "Tong 22 bond issuance" for short, and the subscription code is "733438". Online investors do not need to pay subscription funds when applying for purchase. The minimum subscription unit of each account is 1 hand (10 pieces, 1000 yuan). Each hand is a subscription unit. If more than 1 hand, it must be an integral multiple of 1 hand. The upper limit of subscription of each account is 1000 hands (1 million yuan). If the upper limit of subscription is exceeded, the subscription will be invalid.
6. The Tong 22 convertible bonds issued this time do not set the holding period limit, and the investors can trade the Tong 22 convertible bonds placed on the first day of listing. Investors shall abide by the securities law, the measures for the administration of convertible corporate bonds and other relevant provisions.
7. This offering is not listed, and the listing matters will be announced separately. The issuer will go through the relevant listing procedures as soon as possible after the end of this offering.
