Securities code: 601330 securities abbreviation: Dynagreen Environmental Protection Group Co.Ltd(601330) Announcement No.: pro 2022-006 Dynagreen Environmental Protection Group Co.Ltd(601330)
Announcement on public issuance of convertible corporate bonds
Sponsor (lead underwriter): China Securities Co.Ltd(601066)
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
Dynagreen Environmental Protection Group Co.Ltd(601330) (hereinafter referred to as ” Dynagreen Environmental Protection Group Co.Ltd(601330) ” or “issuer”) and China Securities Co.Ltd(601066) (hereinafter referred to as ” China Securities Co.Ltd(601066) ” securities “,” lead underwriter “or” sponsor (lead underwriter) “) in accordance with the securities law of the people’s Republic of China and the measures for the administration of securities issuance by listed companies (CSRC order [No. 163]) Measures for the administration of securities issuance and underwriting (CSRC order [No. 144]), measures for the administration of convertible corporate bonds (CSRC order [No. 178]), implementation rules for the issuance of convertible corporate bonds of listed companies on Shanghai Stock Exchange (revised in 2018) (SZF [2018] No. 115) (hereinafter referred to as “implementation rules”) Guidelines on securities issuance and listing business of Shanghai Stock Exchange (revised in 2018) (SZF [2018] No. 42) Organize and implement the public offering of convertible corporate bonds (hereinafter referred to as “convertible bonds” or “green 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 A-share 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 24, 2022, t-1), The balance after the preferential placement of the original A-share shareholders (including the part that the original A-share shareholders give up the preferential placement) is sold online to the public investors 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 A-share shareholders
(1) The preferred placement of the original A-share shareholders is carried out through online subscription. The issuance of convertible bonds is placed preferentially to the original A-share shareholders, and there is no distinction between the tradable shares with limited sale conditions and the tradable shares with unlimited sale conditions. In principle, the original A-share 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 A-share shareholders are negotiable securities with unlimited sales conditions.
There is no offline placement by the original A-share shareholders in this issuance.
The preferred placement, subscription and payment date of the original A-share shareholders in this convertible bond issuance is February 25, 2022 (t day). The preferred subscription of all the original A-share shareholders 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 25, 2022 (t day). The placing code is “764330”, and the placing is referred to as “green dynamic debt allocation”.
(2) The actual allotment proportion of the original A-share shareholders was adjusted. The preferred placement ratio of the original A-share shareholders disclosed in this announcement is 0.002386 hands / share, which is the expected number. If the number of share capital that the company can participate in the placement changes on February 24, 2022 (t-1) as of the registration date of convertible bonds, the preferred placement ratio will change, The issuer and the lead underwriter will disclose the announcement on the adjustment of the preferred placement proportion of the original A-share shareholders before the Subscription Date (t day). The original A-share shareholders shall determine the placement quantity of convertible bonds according to the actual placement proportion disclosed in the announcement, and ask investors to carefully check the distributable balance of “green dynamic bond distribution” in their securities accounts after the closing of the equity registration day, and make corresponding capital arrangements.
(3) The total share capital of the issuer is 1393440000 shares, including 989080208 A shares, all of which can participate in the preferential placement of the original A-share shareholders.
2. The preferred placement date of the original A-share shareholders in this convertible bond issuance and the online subscription date are February 25, 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 A-share shareholders participate in the preferred placement, they shall pay the capital in full according to the number of convertible bonds preferentially placed within the amount of their preferred placement. When the original A-share shareholders and public investors participate in the online subscription of the balance after the priority placement, they do not need to pay the subscription fund.
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 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 lead underwriter has the right to determine that the investor’s subscription is invalid. Investors participating in online subscription shall independently express their intention of subscription and shall not fully entrust securities companies to subscribe 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 28, 2022 (T + 1), the issuer and the lead underwriter will announce the announcement of online winning rate and priority placement result of Dynagreen Environmental Protection Group Co.Ltd(601330) public offering of convertible corporate bonds (hereinafter referred to as “announcement of online winning rate and priority placement result”) in Shanghai Securities News and securities times. When the total amount of online effective subscription is greater than the final online issuance quantity, the lead underwriter and the issuer will jointly organize lottery to determine the placement quantity of online subscription investors on February 28, 2022 (T + 1), based on the online winning rate of this issuance and notarized by the notary department.
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 Dynagreen Environmental Protection Group Co.Ltd(601330) 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 March 1 (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 lead underwriter.
6. When the total number of convertible bonds subscribed by the original A-share shareholders and the number of convertible bonds subscribed by online investors is less than 70% of the number of this issuance, or when the total number of convertible bonds subscribed by the original A-share shareholders and the number of convertible bonds subscribed by online investors is less than 70% of the number of this issuance, the issuer and the 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 issuance less than 2360 million yuan shall be underwritten by the lead underwriter. The underwriting base is 2360 million yuan. The lead underwriter shall determine the final placement result and underwriting amount according to the online capital arrival. In principle, the underwriting proportion of the lead underwriter shall not exceed 30% of the total amount of this issuance. When the underwriting ratio exceeds 30% of the total amount of this issuance, the 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, 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 proprietary account of the 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 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 A shares.
1. Preferential placement shall be implemented to the original A-share shareholders registered after the closing of the stock market on the equity registration date (February 24, 2022, t-1). The preferential subscription of the original A-share shareholders is carried out through the trading system of Shanghai Stock Exchange. The placement is referred to as “green dynamic bond distribution” for short, and the placement code is “764330”;
2. Public investors participate in online issuance through the trading system of Shanghai Stock Exchange. Online subscription is referred to as “green bond issuance”, and the subscription code is “783330”. 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 green convertible bonds, or if the investor uses the same securities account to participate in the subscription of green convertible bonds for many times, the first subscription of the investor shall be valid, and the other subscriptions shall be invalid.
Important tips
1. Dynagreen Environmental Protection Group Co.Ltd(601330) the public offering of convertible corporate bonds (hereinafter referred to as “Lvdong convertible bonds” or “convertible bonds”) has been approved by the CSRC in document zjxk [2022] No. 132. The A-share convertible corporate bonds issued this time are referred to as “green convertible bonds” for short, and the bond code is “113054”.
2. The issue of 2360 million yuan of convertible bonds, with a face value of 100 yuan each, totaled 23.6 million pieces and 2.36 million hands, which were issued at face value.
3. The convertible corporate bonds issued to the public will be placed preferentially to the original A-share shareholders registered by China Clearing Shanghai branch after the closing of the market on the equity registration date (February 24, 2022, t-1), The balance after the preferential placement of the original A-share shareholders (including the part that the original A-share shareholders give up the preferential placement) is sold online to the public investors through the trading system of Shanghai Stock Exchange.
4. The number of green convertible bonds that can be preferentially placed by the original A-share shareholders 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 24, 2022, t-1). The amount of convertible bonds that can be placed is calculated according to the proportion of convertible bonds with a face value of RMB 2.386 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. 0.002386 hands of convertible bonds per share. The preferential subscription of the original A-share shareholders is carried out through the trading system of Shanghai Stock Exchange. The placement is referred to as “green dynamic bond distribution” for short, and the placement code is “764330”.
The original A-share shareholders can decide the number of convertible bonds actually subscribed according to their own conditions. The issuer has a total share capital of 1393440000 shares, including 989080208 A shares. Calculated according to the priority placement proportion of this issuance, the total amount of convertible bonds that can be preferentially placed by the original A-share shareholders is 2.36 million. In addition to participating in the priority placement, the original A-share shareholders can also participate in the subscription of the balance after the priority placement. The original A-share shareholders who participate in the online priority placement shall pay full funds at the time of subscription on t day. The original A-share shareholders do not need to pay the subscription fund for the online subscription part of the balance after participating in the online priority placement.
5. Social public investors participate in the subscription of the balance after the preferential placement of the issuer’s original A-share shareholders through the trading system of Shanghai Stock Exchange. The subscription is referred to as “green bond issuance” for short, and the subscription code is “783330”. 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), and 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 (10000 pieces, 1 million yuan). If the upper limit of subscription is exceeded, the subscription will be invalid.
6. There is no limit on the holding period of the green action convertible bonds issued this time, and the green action convertible bonds placed by investors can be traded on the first day of listing.
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.
8. Investors must pay attention to the issuance method, issuance object, placement / issuance method, subscription time, subscription method, subscription procedure, subscription price and nominal interest of “green convertible bonds” in the announcement
