Securities code: Silkroad Visual Technology Co.Ltd(300556) securities abbreviation: Silkroad Visual Technology Co.Ltd(300556) Announcement No.: 2022008 Silkroad Visual Technology Co.Ltd(300556)
Issue convertible corporate bonds to unspecified objects
Suggestive announcement of prospectus
Sponsor (lead underwriter): Changjiang Securities Company Limited(000783) underwriting sponsor Co., Ltd
The company and all members of the board of directors guarantee that the information disclosed is true, accurate and complete without false records, misleading statements or major omissions.
hot tip
Silkroad Visual Technology Co.Ltd(300556) (hereinafter referred to as ” Silkroad Visual Technology Co.Ltd(300556) “, “issuer” or “company”) has obtained the consent of China Securities Regulatory Commission (CSRC) to register by issuing 240 million yuan of convertible corporate bonds (hereinafter referred to as “convertible bonds”, “Silk Road convertible bonds”, code “123138”) to unspecified objects. The sponsor (lead underwriter) of this offering is Changjiang Securities Company Limited(000783) underwriting sponsor Co., Ltd. (hereinafter referred to as “sponsor (lead underwriter)” or “Changjiang sponsor”).
The Silk Road convertible bonds issued this time will be placed preferentially to the original shareholders registered by China Securities Depository and Clearing Co., Ltd. Shenzhen Branch (hereinafter referred to as “CSDCC Shenzhen Branch”) after the closing of the market on the equity registration date (March 1, 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 issued to the public investors online through the trading system of Shenzhen Stock Exchange (hereinafter referred to as “Shenzhen Stock Exchange”).
The full text of the prospectus for convertible corporate bonds issued to unspecified objects and relevant materials can be found on http://www.cn.info.com.cn Query. 1、 Basic information of this issuance (I) types of securities issued
The type of securities issued this time is convertible corporate bonds that can be converted into A-Shares of the company. The convertible bonds and A-share shares to be converted in the future will be listed on the gem of Shenzhen Stock Exchange.
(II) issuance scale and quantity
The total amount of funds raised by the proposed issuance of convertible bonds is RMB 240 million, and the number of issued bonds is 2400000. (III) face value and issue price
The face value of each convertible corporate bond issued this time is 100 yuan, which is issued at face value. (IV) basic information of convertible bonds
1. Bond term
The term of the convertible bonds issued this time is six years from the date of issuance, i.e. from March 2, 2022 to March 1, 2028.
2. Coupon rate
0.5% in the first year, 0.7% in the second year, 1.2% in the third year, 1.8% in the fourth year, 2.5% in the fifth year and 3.0% in the sixth year.
3. Repayment of bonds at maturity
Within 5 trading days after the maturity of the convertible bonds issued this time, the issuer will redeem the convertible bonds that have not been converted into shares at the price of 115% of the face value of the bonds (including the last interest).
4. Term and method of interest payment
The convertible corporate bonds issued this time adopt the interest payment method of paying interest once a year, return the principal of the outstanding convertible corporate bonds at maturity and pay the interest of the last year.
(1) Annual interest calculation
Annual interest refers to the current interest enjoyed by the holders of convertible corporate bonds for each full year from the first date of issuance of convertible corporate bonds according to the total face value of convertible corporate bonds.
The calculation formula of annual interest is: I = B × i
1: Refers to the annual interest amount;
B: Refers to the total face value of convertible corporate bonds held by the holders of convertible corporate bonds issued this time on the date of interest payment creditor’s rights registration in the interest bearing year (hereinafter referred to as “current year” or “each year”);
i: Refers to the current year’s coupon rate of convertible corporate bonds.
(2) Interest payment method
1) The convertible corporate bonds issued this time adopt the interest payment method of paying interest once a year, and the starting date of interest calculation is the first day of issuance of convertible corporate bonds.
2) Interest payment date: the interest payment date of each year is the date of each full year from the first date of issuance of convertible corporate bonds issued this time. If the day is a legal holiday or rest day, it shall be postponed to the next trading day without additional interest. The interest year is between two adjacent interest payment days.
3) Interest payment creditor’s right registration date: the interest payment creditor’s right registration date of each year is the trading day before the interest payment date of each year. The company will pay the interest of the current year within five working days after the interest payment date of each year. For the convertible corporate bonds that apply for conversion into the company’s shares before the registration date of interest paying creditor’s rights (including the registration date of interest paying creditor’s rights), the company will no longer pay the interest of this interest year and subsequent interest years to its holders.
4) The tax payable on the interest income obtained by the holders of convertible corporate bonds shall be borne by the holders.
5) The company will complete the repayment of the principal and interest of the bond balance within five trading days after the expiration of the convertible corporate bond.
5. Initial conversion price
The initial conversion price of convertible corporate bonds issued this time is 26.69 yuan / share, Not less than the average trading price of the company’s shares on the 20 trading days before the announcement date of the prospectus (if there is a stock price adjustment due to ex right and ex dividend within the 20 trading days, the trading price on the trading day before the adjustment shall be calculated according to the price after corresponding ex right and ex dividend adjustment) and the average trading price of the company’s shares on the previous trading day.
Average trading price of the company’s shares in the first 20 trading days = total trading volume of the company’s shares in the first 20 trading days / total trading volume of the company’s shares in the last 20 trading days; The average trading price of the company’s shares on the previous trading day = the total trading volume of the company’s shares on the previous trading day / the total trading volume of the company’s shares on that day.
6. Conversion period
The conversion period of the convertible bonds issued this time starts from the first trading day six months after the end of the issuance on March 8, 2022 (T + 4) to the maturity date of the convertible bonds, that is, from September 8, 2022 to March 1, 2028 (in case of legal holidays or rest days, it will be extended to the first trading day thereafter; the interest payment during the extended period will not be calculated separately). The convertible bonds and shares are only from the newly added shares.
7. Credit rating
The main credit rating of the company is a +, the credit rating of this convertible bond is a +, and the rating outlook is stable.
8. Credit rating agency
United credit rating Co., Ltd.
9. Guarantee matters
The convertible corporate bonds issued this time do not provide guarantee. (V) issuing time
The preferred placing date and online subscription date of the original shareholders of this issuance are March 2, 2022 (t day). (VI) issuing object
1. Preferential placement to the original shareholders of the issuer
After the closing of the equity registration date announced in the issuance announcement (March 1, 2022, t-1), the former A-share shareholders of the issuer registered by China Clearing Shenzhen Branch.
2. Online distribution
Social public investors holding securities accounts of Shenzhen Stock Exchange within the territory of the people’s Republic of China, including natural persons, legal persons, securities investment funds, etc. (except buyers prohibited by laws and regulations).
3. The self operated account of the sponsor (lead underwriter) of this offering shall not participate in online subscription. (VII) issuance method
The Silk Road convertible bonds issued this time are preferentially placed to the original shareholders registered by CSDCC Shenzhen Branch after the closing of the 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) is issued to the public investors online through the trading system of Shenzhen Stock Exchange, The part of the subscription amount less than 240 million yuan shall be underwritten by the sponsor (lead underwriter). 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.
Investors shall reasonably determine the purchase amount in combination with the regulatory requirements of the industry and the corresponding asset scale or capital scale, and shall not purchase beyond the asset 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, it has the right to determine that the investor’s subscription is invalid. 1. Preferential placement to the original shareholders of the issuer
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 total capital stock of the issuer’s existing A-Shares is 119376875 shares (no treasury shares in the special repurchase account). 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 about 239992, accounting for about 999980% of the total amount of convertible bonds issued this time. Since the part less than one is executed in accordance with the business guide for securities issuers of China Securities Depository and Clearing Corporation Limited Shenzhen Branch (hereinafter referred to as the “business guide for securities issuers of China Securities Depository and Clearing Corporation Shenzhen Branch”), the total number of final priority placements may be slightly different.
The preferred subscription of the original shareholders is carried out through the trading system of Shenzhen Stock Exchange. The placing code is “380556”, the placing is referred to as “silk road debt distribution”, and the preferred subscription time is t day (9:15-11:30, 13:00-15:00). The minimum subscription unit of each account is 1 piece (100 yuan), and more than 1 piece must be an integral multiple of 1 piece. 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.
If the effective subscription amount of the original shareholder is less than or equal to the total amount of priority subscription, it can be allocated with Silk Road convertible bonds according to its actual effective subscription amount; If the effective subscription amount of the original shareholder exceeds the total amount of its preemptive subscription, it will be placed according to its actual total amount of preemptive subscription.
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.
2. Online distribution
Social public investors participate in online issuance through the trading system of Shenzhen Stock Exchange. The online issuance and subscription code is “370556”, and the subscription is referred to as “Silk Road bond issuance”. The minimum subscription quantity of each account is 10 sheets (1000 yuan), and each 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.
The subscription time is March 2, 2022 (t day), which is the normal trading time in the trading system of Shenzhen Stock Exchange, i.e. 9:15-11:30 and 13:00-15:00. In case of major emergencies affecting this issuance, it shall be postponed to the next trading day.
At the time of subscription, investors do not need to pay the subscription fund. The specific amount of convertible bonds subscribed and held by investors shall comply with relevant laws and regulations and relevant provisions of the CSRC, and shall bear corresponding legal liabilities. Investors shall reasonably determine the purchase amount in combination with the regulatory requirements of the industry and the corresponding asset scale or capital scale, and shall not purchase beyond the asset 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, it has the right to determine that the investor’s subscription is invalid.
The issuer and the recommendation institution (lead underwriter) shall place convertible bonds in accordance with the following principles. When the total amount of effective subscription is less than or equal to the total amount of online issuance, the investor shall subscribe according to its effective subscription amount; When the total amount of online subscription is greater than the total amount of online issuance, the placement quantity shall be determined according to the lottery results of investors. Winning rate = (online issuance quantity / total online effective subscription) × 100%。
On March 2, 2022 (t day), Shenzhen Stock Exchange allocated the number of effective subscription, one subscription number for every 10 (1000 yuan), and transmitted the allocation result to all securities business outlets.
The issuer and the recommendation institution (lead underwriter) will announce the success rate of this online offering on March 3, 2022 (T + 1).
On March 3, 2022 (T + 1), under the notarization of the notary department, the issuer and the recommendation institution (lead underwriter) jointly organized the lottery to confirm the lottery results. Issuer and sponsor (lead underwriter)
The winning results will be announced on March 4, 2022 (T + 2). The investor shall confirm the number of Silk Road convertible bonds according to the winning lot number, and subscribe 10 (1000 yuan) for each winning lot number.
Online investors shall ensure that their capital account has sufficient subscription funds on that day according to the winning results announced on March 4 (T + 2), 2022. The insufficient part shall be deemed to have given up the subscription, and the resulting consequences and relevant legal liabilities shall be borne by the investors themselves. The transfer of investors’ funds shall comply with the relevant provisions of the securities company where the investors are located.
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; Where an investor holds multiple securities accounts, its
