Securities code: Silkroad Visual Technology Co.Ltd(300556) securities abbreviation: Silkroad Visual Technology Co.Ltd(300556) Announcement No.: 2022009 Silkroad Visual Technology Co.Ltd(300556)
Announcement on issuing convertible corporate bonds to unspecified objects
Sponsor (lead underwriter): Changjiang Securities Company Limited(000783) underwriting sponsor Co., Ltd
The company and all members of the board of directors 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
Silkroad Visual Technology Co.Ltd(300556) (hereinafter referred to as " Silkroad Visual Technology Co.Ltd(300556) ," company "or" issuer ") and Changjiang Securities Company Limited(000783) underwriting recommendation Co., Ltd. (hereinafter referred to as" Changjiang recommendation "," recommendation institution (lead underwriter) "or" lead underwriter ") in accordance with the securities law of the people's Republic of China and the measures for the administration of securities issuance and underwriting (CSRC order [No. 144]) Measures for the administration of securities issuance and registration of companies listed on the gem (for Trial Implementation) (order of the CSRC [No. 168]) The detailed rules for the implementation of convertible corporate bond business of Shenzhen Stock Exchange (revised in December 2018) (hereinafter referred to as the "detailed rules") and the self regulatory guidelines for companies listed on the gem of Shenzhen Stock Exchange No. 1 - business handling (SZS [2022] No. 28) and other relevant provisions issue convertible corporate bonds (hereinafter referred to as "convertible bonds" or "Silk Road convertible bonds").
The convertible bonds issued to unspecified objects will be preferentially placed to the original shareholders registered by the issuer after the closing of the stock market on the equity registration date (March 1, 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 issued to public investors online through the trading system of Shenzhen Stock Exchange (hereinafter referred to as "Shenzhen Stock Exchange"). Investors are requested to carefully read this announcement and the website of Shenzhen Stock Exchange (www.szse. CN.) The promulgated implementation rules.
1、 Key investor concerns
The key tips on the issuance process, subscription, payment and disposal of investors' abandonment of convertible corporate bonds issued to unspecified objects are as follows:
1. The priority placement date of the original shareholders of this convertible bond issuance and the online subscription date are March 2, 2022 (t day), and the subscription time is 9:15-11:30 and 13:00-15:00 on t day. When the original shareholders participate in the priority placement on March 2, 2022 (t day), they shall pay the capital in full according to the number of convertible bonds preferentially placed within their priority placement limit. The original shareholders and public investors do not need to pay the subscription fund when making online subscription on March 2, 2022 (t day).
2. 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 does not comply with the regulatory requirements of the industry, the investor's subscription will be deemed invalid. Investors shall express their purchase intention independently and shall not fully entrust securities companies to purchase on their behalf.
3. 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 same convertible bond, or the investor uses the same securities account to participate in the subscription of the same convertible bond for many times, the first subscription of the investor shall be valid, and the other subscriptions shall be invalid. Once an investor's entrustment is accepted, it shall not cancel the order.
The principle of confirming that multiple securities accounts are held by the same investor is that the "account holder name" and "valid identity document number" in the securities account registration data are the same. The registration data of securities account shall be subject to the end of T-1 day.
4. 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 Silkroad Visual Technology Co.Ltd(300556) issuing convertible corporate bonds to unspecified objects (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 4 (T + 2) 2022, The transfer of investors' funds shall comply with the relevant provisions of the securities company where the investors are 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 provisions of China Securities Depository and Clearing Co., Ltd. Shenzhen Branch (hereinafter referred to as "CSDCC Shenzhen Branch"), the minimum unit to give up subscription is one. The part of the online winning investors who give up the subscription shall be underwritten by the sponsor (lead underwriter).
5. 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 issuance, 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 issuance, the issuer and the recommendation institution (lead underwriter) will negotiate whether to take measures to suspend the issuance, And report to the Shenzhen Stock Exchange in time. If the issuance is suspended, announce the reasons for the suspension, and choose an opportunity to restart the issuance within the validity period of the approval. When the issuance is suspended, the convertible bonds won by online investors are invalid and not registered in the name of investors.
If the subscription amount of this offering is less than RMB 24 million, it shall be underwritten by the balance of the recommendation institution (lead underwriter), and the underwriting base is RMB 24 million. The recommendation institution (lead underwriter) shall determine the final placement result and underwriting amount according to the online capital arrival. In principle, the underwriting proportion of the recommendation institution (lead underwriter) shall not exceed 30% of the total issuance, that is, in principle, the maximum underwriting amount is 72 million yuan. When the actual 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. If it is determined to continue to perform the issuance procedures, the recommendation institution (lead underwriter) will adjust the final underwriting proportion, fully underwrite the amount less than the subscription amount of investors, and report to the Shenzhen Stock Exchange in time; If it is determined to take measures to suspend the issuance, the recommendation institution (lead underwriter) and the issuer will timely report to the Shenzhen Stock Exchange, announce the reasons for the suspension of the issuance, and choose an opportunity to restart the issuance within the validity period of the approval.
6. If the investor has won the lottery for 3 times but failed to pay in full within 12 consecutive months, he shall not participate in the subscription of online new shares, depositary receipts, convertible bonds and exchangeable corporate bonds within 6 months (calculated as 180 natural days, including the next day) from the next day of the settlement participant's latest declaration of abandonment of subscription.
The situation of abandoning subscription shall be judged by investors. The number of times of abandonment of subscription shall be calculated according to the cumulative number of new shares, depositary receipts, convertible bonds and exchangeable corporate bonds actually abandoned 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.
7. The convertible corporate bonds issued this time are converted into shares only from new shares.
8. The self operated account of the sponsor (lead underwriter) of this offering shall not participate in online subscription.
9. No guarantee is provided for this issuance of convertible bonds. The company did not provide guarantee measures for the issuance of convertible bonds this time. If there are events that have a significant negative impact on the company's operation and management and solvency during the duration of convertible bonds, the convertible bonds may increase the cashing risk due to the failure to provide guarantee.
10. 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.
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 (March 1, 2022, t-1). Of which:
(1) The preferential subscription of the original shareholders is carried out through the trading system of Shenzhen Stock Exchange. The placing code is "380556", and the placing is referred to as "silk road debt distribution" for short; Where the subscription amount of the original shareholders' preferred placement of convertible bonds is less than 1 piece, it shall be implemented in accordance with the business guide for securities issuers of China Securities Depository and Clearing Corporation Shenzhen Branch (hereinafter referred to as the "business guide for securities issuers of China Securities Depository and Clearing Corporation Shenzhen Branch"), that is, the priority subscription amount of less than 1 piece shall be sorted according to the number, Carry the small amount to the large number of original shareholders participating in the preferential subscription, so as to reach the minimum bookkeeping unit of 1 piece, and cycle until all allocation is completed.
(2) If the " Silkroad Visual Technology Co.Ltd(300556) " shares held by the original shareholders are entrusted to two or more securities business departments, the number of shares that can be subscribed shall be calculated based on the shares entrusted to each business department, and the allotment subscription must be made in the corresponding securities business department in accordance with the relevant business rules of Shenzhen 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. The balance after the preferential placement of the original shareholders is issued to the public investors online through the trading system of Shenzhen Stock Exchange. The subscription code is "370556", and the subscription is referred to as "Silk Road bond issuance". The minimum subscription quantity of each securities account participating in this online issuance is 10 (1000 yuan), and each 10 is a subscription unit. If there are more than 10, it must be an integral multiple of 10. The upper limit of subscription for each account is 10000 (1 million yuan), and the excess part is invalid.
1. The company has obtained No. [20240 permission to issue convertible bonds to the specific object of the CSRC. The convertible bonds issued this time are referred to as "Silk Road convertible bonds" for short, and the bond code is "123138".
2. The total amount of convertible bonds issued this time is RMB 240 million, each with a face value of RMB 100, a total of 2400000, which are issued at face value.
3. The convertible corporate bonds issued to unspecified objects will be preferentially placed to the original shareholders registered by the issuer after the closing of the stock market on the equity registration date (March 1, 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 issued to the public investors online through the trading system of Shenzhen Stock Exchange.
4. The number of Silk Road convertible bonds that can be preferentially placed by the original shareholders is the number of shares of " Silkroad Visual Technology Co.Ltd(300556) " registered after the closing of the stock market on the equity registration date (March 1, 2022, t-1). The amount of convertible bonds that can be placed is calculated according to the proportion of convertible bonds of RMB 2.0104 per share, and then converted into the number of convertible bonds at the proportion of RMB 100 per sheet, each of which is an application unit, That is, Transfar Zhilian Co.Ltd(002010) 4 convertible bonds per share. The priority placement of the original shareholders is carried out through the system of Shenzhen Stock Exchange. The placement code is "380556", and the placement is referred to as "silk road debt distribution". The original shareholders can decide the amount of convertible bonds actually subscribed according to their own conditions.
If the number of convertible bonds subscribed by the original shareholders is less than one, it shall be implemented in accordance with the business guidelines of the securities issuer of CSDCC Shenzhen Branch, that is, the number of convertible bonds subscribed by the original shareholders less than one shall be sorted according to the number, and the small number shall be carried forward to the large number of original shareholders participating in the preferential subscription, so as to reach the minimum bookkeeping unit of one, which shall be carried out in a circular manner until all the bonds are allocated.
5. The A-share capital of the issuer that can participate in the issuance of preferred placement is 119376875 shares. Calculated according to the proportion of preferred placement in this issuance, the total amount of convertible bonds that can be preferentially placed by the original shareholders is about 239992, accounting for about 999980% of the total amount of convertible bonds issued this time. Since less than one piece is executed in accordance with the business guidelines of securities issuers of CSDCC Shenzhen Branch, the total number of final priority placements may be slightly different.
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. 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 preferential placement, they do not need to pay the subscription fund.
6. General public investors participate in the online subscription of the balance after the preferential placement of the issuer's original shareholders through the trading system of Shenzhen Stock Exchange. The subscription is referred to as "Silk Road bond issuance" for short, and the subscription code is "370556". The minimum subscription quantity of each account is 10 (1000 yuan). Every 10 sheets is a subscription unit. If there are more than 10 sheets, it must be an integral multiple of 10 sheets. The maximum subscription limit of each account is 10000 sheets (1 million yuan), and the excess is invalid. At the time of subscription, investors do not need to pay the subscription fund.
7. The Silk Road convertible bonds issued this time have no holding period limit, and investors can trade the Silk Road convertible bonds placed on the first day of listing.
8. 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.
9. All the convertible bonds and shares issued this time are new shares.
10. Investors must pay attention to the specific provisions in the announcement on the issuance method, issuance object, placement / issuance method, purchase time, purchase method, purchase procedure, purchase price, coupon rate, purchase quantity, payment of subscription funds and disposal of investors' abandonment of purchase.
11. Investors shall not illegally use other people's accounts or funds for purchase, nor shall they finance or help others finance and purchase in violation of regulations. Investors applying for and holding Silk Road convertible bonds shall comply with relevant laws and regulations and relevant provisions of the CSRC, and bear corresponding legal liabilities.
12. This announcement only gives a brief explanation to investors on matters related to the issuance of Silk Road convertible bonds, and does not constitute any investment proposal for the issuance of Silk Road convertible bonds. For details of this silk road convertible bond, please read Silkroad Visual Technology Co.Ltd(300556)
