Securities code: Hangzhou Juheshun New Material Co.Ltd(605166) securities abbreviation: Hangzhou Juheshun New Material Co.Ltd(605166) Announcement No.: 2022017
Hangzhou Juheshun New Material Co.Ltd(605166)
Announcement on public issuance of convertible corporate bonds
Sponsor (lead underwriter): Guotai Junan Securities Co.Ltd(601211)
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.
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Hangzhou Juheshun New Material Co.Ltd(605166) (hereinafter referred to as ” Hangzhou Juheshun New Material Co.Ltd(605166) ,” issuer “or” company “) and Guotai Junan Securities Co.Ltd(601211) (hereinafter referred to as” Guotai Junan Securities Co.Ltd(601211) “or” sponsor (lead underwriter) “) in accordance with the securities law of the people’s Republic of China, the measures for the administration of securities issuance of listed companies, the measures for the administration of securities issuance and underwriting (order of the CSRC [No. 144]) Detailed rules for the implementation of convertible corporate bonds issued by listed companies of Shanghai Stock Exchange (revised in 2018) (hereinafter referred to as “detailed rules”), guidelines for securities issuance and listing business of Shanghai Stock Exchange (revised in 2018) Organize the public issuance of convertible corporate bonds (hereinafter referred to as “convertible bonds” or “aggregate 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.
The convertible corporate bonds issued in this public offering will be preferentially distributed 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 (March 4, 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 online to social public investors through the trading system of Shanghai Stock Exchange (hereinafter referred to as “Shanghai Stock Exchange”) (hereinafter referred to as “online issuance”). Investors are requested to carefully read this announcement and the website of Shanghai Stock Exchange (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 shareholders. If the number of share capital that the company can participate in the placement changes by the equity registration date (March 4, 2022, t-1), the company will disclose the announcement on the adjustment of the placement proportion of the original shareholders of convertible bond issuance on the starting date of subscription (March 7, 2022, t).
1、 Key investor concerns
Important tips on the issuance process, subscription, payment and disposal of investors’ abandonment are as follows: 1. Special concerns of the original shareholders’ priority placement
(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 preferred placing date and payment date of the original shareholders of this issuance are March 7, 2022 (t day). The preferred subscription of all the original shareholders (including restricted stock 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 7, 2022 (t day). The placing code is “715166”, and the placing is referred to as “aggregate 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 0000646 hands / share, which is the expected number. If the number of shares that the company can participate in the placement changes as a result of the change in the preferred placement ratio by the date of equity registration of this issuance of convertible bonds (t-1), the issuer and the recommendation institution (lead underwriter) will disclose the adjustment announcement of the preferred placement ratio of the original shareholders before the Subscription Date (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 investors to carefully check the distributable balance of “Aggregate Bond 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 315547000 shares, all of which can participate in the preferential placement of the original shareholders. According to the proportion of priority placement in this issuance, the total upper limit of convertible bonds that the original shareholders can give priority to placement is 204000 hands. 2. The priority placement date and online subscription date of the original shareholders of this issuance are March 7, 2022 (t day). The online subscription time is 9:30-11:30 and 13:00-15:00 on t day. For the part of the original shareholders participating in the preferential placement, they shall pay full capital at the time of subscription on March 7, 2022 (t day). 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 on March 7, 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 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, the sponsor (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 8, 2022 (T + 1), the issuer and the sponsor (lead underwriter) will announce the online winning rate and priority placement results of this offering in Shanghai Securities News. 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 8, 2022 (T + 1), according to the online winning rate of this offering, under the notarization of the notary department, the sponsor (lead underwriter) and the issuer jointly organized the lottery.
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 Hangzhou Juheshun New Material Co.Ltd(605166) public offering 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 9 (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 sponsor (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 recommendation institution (lead underwriter) will negotiate whether to take measures to suspend the issuance, and report to the China Securities Regulatory Commission (hereinafter referred to as the “CSRC”) in time. If the issuance is suspended, the issuer will announce the reasons for the suspension, and will choose an opportunity to restart the issuance within the validity period of the approval.
The part of the subscription amount of this issuance less than 204 million yuan shall be underwritten by the sponsor (lead underwriter). The underwriting base is 204 million yuan. The recommendation institution (lead underwriter) determines 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 61.2 million yuan. If the underwriting amount exceeds 30% of the total amount of the underwriter, the underwriter will continue to negotiate with the China Securities Regulatory Commission (CSRC), and the underwriter will continue to perform the risk assessment procedures in a timely manner. If the underwriter’s total amount exceeds 30% of the total amount of the underwriter, the underwriter will continue to negotiate with the issuer (the underwriter) and the underwriter will continue to perform the risk assessment procedures in a timely manner; If it is determined to take measures to suspend the issuance, the recommendation institution (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 three times in a row but failed to pay in full within 12 months, they shall not participate in the subscription of new shares, depositary receipts, convertible corporate bonds and exchangeable corporate 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 abandonment of subscription shall be calculated according to the number of times of new shares, depositary receipts, convertible corporate bonds and exchangeable corporate bonds actually abandoned by investors.
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 self operated account of the underwriting syndicate 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 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.
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 follow-up 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 shares
