Securities code: 603185 securities abbreviation: Wuxi Shangji Automation Co.Ltd(603185) Announcement No.: 2022-012 Wuxi Shangji Automation Co.Ltd(603185)
Announcement on public issuance of A-share convertible corporate bonds
Sponsor (lead underwriter): Sinolink Securities Co.Ltd(600109)
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
Wuxi Shangji Automation Co.Ltd(603185) (hereinafter referred to as ” Wuxi Shangji Automation Co.Ltd(603185) “, “issuer”, “company” or “the company”) and Sinolink Securities Co.Ltd(600109) (hereinafter referred to as ” Sinolink Securities Co.Ltd(600109) “, “sponsor (lead underwriter)” or “lead underwriter”) in accordance with the securities law of the people’s Republic of China (hereinafter referred to as “Securities Law”) Measures for the administration of securities issuance of 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]) 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 A-share convertible corporate bonds (hereinafter referred to as “convertible bonds” or “Shanghai 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 corporate bonds issued to the public will be placed first 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 28, 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”). Investors are requested to carefully read this announcement and the website of Shanghai Stock Exchange（ http://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 A-share shareholders. If the number of share capital that the company can participate in the placement changes by the equity registration date (February 28, 2022, t-1), the company will disclose the announcement on the adjustment of the placement proportion of the original A-share shareholders of convertible bonds before (including) the starting date of subscription (March 1, 2022, T-day).
1、 Key issues for investors
Important tips on the issuance process, subscription, payment and disposal of investors’ abandonment are as follows: 1. Special concerns of the original A-share shareholders for preferential placement
(1) The preferred placement of the original A-share shareholders is carried out through online subscription. The issuance of convertible bonds gives priority to the placement of securities to the original A-share shareholders. There is no distinction between tradable shares with limited sale conditions and 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 placing date and payment date of the original A-share shareholders in this issuance are March 1, 2022 (t day). The preferred subscription of all the original A-share shareholders (including restricted share 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 March 1, 2022 (t day). In case of major emergencies affecting this issuance, it shall be postponed to the next trading day. The placing code is “753185”, and the placing is referred to as “Shang 22 debt distribution”.
(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 0.008974 hands / share, which is the expected number. If the preferred placement ratio changes due to the change of the number of capital stock that the company can participate in the placement up to the equity registration date of this issuance of convertible bonds (t-1), the issuer and the lead underwriter will disclose the adjustment announcement of the preferred placement ratio of the original A-share shareholders before (including) the starting date of purchase application. 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 “Shang 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 A-share shareholder exceeds the total amount of priority subscription, the subscription is invalid. If the effective subscription amount of the original A-share shareholders 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 275225954 shares, all of which can participate in the preferential placement of the original A-share shareholders. According to the preferred placement ratio of 0.008974 hands / share, the total upper limit of convertible bonds that can be preferentially placed by the original A-share shareholders is 2.47 million hands.
2. The preferred placement date and online subscription date of the original A-share shareholders of this issuance are March 1, 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. The original A-share shareholders who participate in the preferential placement shall pay the full amount of funds at the time of subscription on March 1, 2022 (t day). The original A-share shareholders and public investors do not need to pay the subscription funds when they participate in the online subscription of the balance after the preferential placement on March 1, 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 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 March 2, 2022 (T + 1), the issuer and the lead underwriter will announce the online winning rate and priority placement results of this offering in the securities times. 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 March 2, 2022 (T + 1), according to the online winning rate of this offering, the lead underwriter and the issuer jointly organized lottery under the notarization of 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 Wuxi Shangji Automation Co.Ltd(603185) public offering of A-share 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 3 (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 preferentially 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 issue; 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 recommendation institution (lead underwriter) shall negotiate first. If the negotiation fails, the issuer and the recommendation institution (lead underwriter) will suspend this issuance, And timely report to the China Securities Regulatory Commission (hereinafter referred to as the “CSRC”), disclose the reasons for the suspension of issuance and subsequent arrangements, and choose the opportunity to restart the issuance.
The part of the subscription amount of this offering less than 2.47 billion yuan shall be underwritten by the lead underwriter in accordance with the agreement. The underwriting base is 2.47 billion yuan. The lead underwriter determines 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 issuance, that is, the maximum underwriting shall not exceed 741 million yuan in principle.
When the actual underwriting ratio exceeds 30% of the total amount of this offering, the lead underwriter will start the internal risk assessment procedure and negotiate with the issuer; If it is determined to continue to perform the issuance procedures, the lead underwriter will adjust the final underwriting proportion, fully underwrite the amount less than the subscription amount of investors, and report to the CSRC in a timely manner; If it is determined to take measures to suspend the issuance, the lead underwriter and the issuer will timely report to the CSRC, announce the reasons for suspending the issuance, and choose an opportunity to restart the issuance within the validity period of the approval.
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 online 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 giving up subscription shall be calculated according to the number of times of investors actually giving up subscription of new shares, depositary receipts, convertible bonds and exchangeable bonds. 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 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. All convertible corporate bonds issued this time are converted into shares from new A shares.
2、 The convertible bonds issued this time are divided into two parts
1. Preferential placement shall be implemented to the original A-share shareholders of the issuer registered after the closing of the stock market on the equity registration date (February 28, 2022, t-1).
(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 “Shang 22 debt distribution” for short, and the placement code is “753185”. The number of convertible bonds that can be preferentially placed by the original A-share shareholders is the number of shares of the issuer registered after the closing of the equity registration date (February 28, 2022, t-1). The amount of convertible bonds that can be placed is calculated according to the proportion of convertible bonds of 8.974 yuan 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, 0.008974 hands of convertible bonds per share.
The original A-share shareholders can decide the number of convertible bonds actually subscribed according to their own conditions.
(2) If the ” Wuxi Shangji Automation Co.Ltd(603185) ” shares held by the original A-share 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 A-share 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. Online subscription is referred to as “shang22 bonds” for short, and the subscription code is “754185”. 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 the last 22 convertible bonds, or if the investor uses the same securities account to participate in the subscription of the last 22 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. Wuxi Shangji Automation Co.Ltd(603185) the public offering of A-share convertible corporate bonds has been approved by the CSRC in document zjxk [2021] No. 3409. The A-share convertible corporate bonds issued this time are referred to as “the previous 22 shares”
