Changjiang Securities Company Limited(000783) underwriting and recommendation Co., Ltd
About Silkroad Visual Technology Co.Ltd(300556)
Issue convertible corporate bonds to unspecified objects
of
Issuance recommendation
Sponsor (lead underwriter)
28th floor, No. 1198, Century Avenue, China (Shanghai) pilot Free Trade Zone
February, 2002
Statement
Changjiang Securities Company Limited(000783) underwriting sponsor Co., Ltd. (hereinafter referred to as “the sponsor” or “Changjiang sponsor”) accepts the employment of Silkroad Visual Technology Co.Ltd(300556) (hereinafter referred to as “the issuer”, ” Silkroad Visual Technology Co.Ltd(300556) ” or “the company”) as the sponsor of Silkroad Visual Technology Co.Ltd(300556) issuing convertible corporate bonds to unspecified objects (hereinafter referred to as “the issuance” or “the issuance to unspecified objects”), Issue a recommendation letter for the issuer’s issuance. The recommendation institution and the recommendation representative shall, in accordance with the company law of the people’s Republic of China (hereinafter referred to as the “company law”), the securities law of the people’s Republic of China (hereinafter referred to as the “Securities Law”), the measures for the administration of securities issuance and listing recommendation business (hereinafter referred to as the “measures for the administration of recommendation”) and the measures for the administration of securities issuance and registration of companies listed on the gem (for Trial Implementation) 》(hereinafter referred to as “registration management measures”) “standards for the content and format of information disclosure by companies issuing securities No. 27 – issuance recommendation letter and issuance recommendation work report” and other relevant laws and administrative regulations, as well as the provisions of China Securities Regulatory Commission (hereinafter referred to as “CSRC”) and Shenzhen Stock Exchange, are honest, trustworthy, diligent and responsible, This issuance recommendation letter is issued in strict accordance with the business rules, industry practice norms and ethical standards formulated according to law, after due diligence and careful verification, and the authenticity, accuracy and integrity of the documents issued are guaranteed.
Unless otherwise specified, the abbreviations and terms used in this issuance recommendation letter are consistent with the prospectus for Silkroad Visual Technology Co.Ltd(300556) issuing convertible corporate bonds to unspecified objects.
1、 Basic information of this securities issuance
(I) name of recommendation institution
Changjiang Securities Company Limited(000783) underwriting and recommendation Co., Ltd
(II) the sponsor representative specifically responsible for recommendation this time
According to the measures for the administration of securities issuance and listing recommendation business, the recommendation institution issues the special letter of authorization for recommendation representatives (Annex), authorizing the recommendation representatives Zou Sha and Han song to act as the recommendation representatives of Silkroad Visual Technology Co.Ltd(300556) issuing convertible corporate bonds to unspecified objects, and specifically responsible for the due diligence recommendation and continuous supervision of Silkroad Visual Technology Co.Ltd(300556) this issuance.
1. Zou Sha’s recommendation practice
Ms. Zou Sha: Changjiang Securities Company Limited(000783) underwriting and recommendation Co., Ltd., senior manager, recommendation representative, certified public accountant (non practicing), master of accounting. Good conduct, professional ability to organize and implement recommendation projects, proficient in legal, accounting, financial management, taxation, audit and other professional knowledge related to recommendation business, with more than 36 months of recommendation related business experience in the last five years and continuous engagement in recommendation related business in the last 12 months, In the past three years, it has not been subject to major disciplinary sanctions by stock exchanges and other self regulatory organizations or administrative penalties or major administrative supervision measures by the CSRC. No regulatory measures have been taken by the CSRC in the past three years, and no public condemnation by the stock exchange or self-discipline punishment by the China Securities Association. He has presided over or participated in Yanpai Filtration Technology Co.Ltd(301081) IPO, Hubei Kailong Chemical Group Co.Ltd(002783) IPO of convertible corporate bonds, Red Phase Inc(300427) major asset restructuring, Guangdong Jiayuan Technology Co.Ltd(688388) issuance of convertible corporate bonds to unspecified objects, Jinpu Landscape Architecture Co.Ltd(301098) IPO of shares and other projects. 2. Han Song’s practice of recommendation business
Mr. Han Song: Changjiang Securities Company Limited(000783) underwriting and recommendation Co., Ltd. business director, recommendation representative, master of finance. Good conduct, professional ability to organize and implement recommendation projects, proficient in legal, accounting, financial management, taxation, audit and other professional knowledge related to recommendation business, with more than 36 months of recommendation related business experience in the last five years and continuous engagement in recommendation related business in the last 12 months, In the past three years, it has not been subject to major disciplinary sanctions by stock exchanges and other self regulatory organizations or administrative penalties or major administrative supervision measures by the CSRC. No regulatory measures have been taken by the CSRC in the past three years, and no public condemnation by the stock exchange or self-discipline punishment by the China Securities Association. Presided over or participated in Central China Securities Co.Ltd(601375) initial public offering of shares, Wuhu Token Sciences Co.Ltd(300088) public offering of convertible corporate bonds, Flower King Eco-Engineering Inc(603007) public offering of convertible corporate bonds, Xiamen Tungsten Co.Ltd(600549) non-public offering of shares, Guangdong Mingzhu Group Co.Ltd(600382) non-public offering of shares, Guangdong Jiayuan Technology Co.Ltd(688388) issuance of convertible corporate bonds to unspecified objects and other projects. Currently participating in Yanpai Filtration Technology Co.Ltd(301081) IPO.
(III) Project Co sponsors and other members of the project team of this securities issuance
The distribution of the project is supported by the project.
Mr. Wei Daoyi: Changjiang Securities Company Limited(000783) underwriting recommendation Co., Ltd. manager, certified public accountant, master of finance. Mr. Wei Yiyi has participated in projects such as Guangdong Jiayuan Technology Co.Ltd(688388) issuing convertible corporate bonds to unspecified objects and Wuhan Dr Laser Technology Corp.Ltd(300776) issuing convertible corporate bonds to unspecified objects. Other members of the project team are Guo Zhongjie, Zhang Junqing, Guo Yusen, Li Borui and Wang Jing.
(IV) basic information of the issuer
Company name Silkroad Visual Technology Co.Ltd(300556)
English Name: Silkroad Visual Technology Co., Ltd
The company’s A-share stock is listed on the Shenzhen Stock Exchange gem
A shares of the company Silkroad Visual Technology Co.Ltd(300556)
The company’s A-share stock code is Silkroad Visual Technology Co.Ltd(300556) SZ
Legal representative: Li Mengdi
Secretary of the board of directors Wang Junping
Date of establishment: March 23, 2000
Registered address: huayangnian, No.3, Shihua Road, Futian Free Trade Zone, Fubao community, Fubao street, Futian District, Shenzhen 108, building B, Funian Plaza
Office address: room 108, building B4, huayangnian Plaza, Shihua Road, Futian Free Trade Zone, Shenzhen
Postal Code: 518045
Tel: 075588321687
Fax: 075588321687
Internet address http://www.silkroadcg.com./
E-mail [email protected].
Computer animation, image design, multimedia technology development, business scope development of virtual digital technology, visual art design, exhibition planning and display design, network technology development, technical development and sales of educational software (the above items do not include restricted items and exclusive, exclusive and exclusive commodities); Engaging in advertising business (laws and administrative regulations)
If it is required to carry out the examination and approval registration of advertising business, it can be operated only after going through the examination and approval registration separately); Technical development, technical consultation and sales of computer software and hardware (excluding franchised, specially controlled, franchised commodities and restricted items); Equipment leasing (excluding financial leasing projects and other restricted projects), supply chain management and related supporting services; Setting up industry (specific projects will be reported separately); Import and export of goods and technology; Exhibition arrangement and construction; Computer system integration, model design and production, stage lighting and sound design and construction; Cultural, sports and product activity planning; Lighting and sound integrated design and installation, intelligent engineering design and construction; Construction engineering design, construction, brand management, self owned property leasing; Organize cultural and artistic exchange activities and performing arts brokerage business (except for projects prohibited by laws, administrative regulations and decisions of the State Council, and restricted projects can be operated only after obtaining permission).
(V) type of securities issuance
The type of securities issued this time is convertible corporate bonds that can be converted into A-Shares of the company. These convertible corporate bonds and future converted A-share shares will be listed on the gem of Shenzhen Stock Exchange.
(VI) the securities issuance plan
1. Number of issues
The number of convertible bonds to be issued this time is 2400000.
2. Face value of securities
Each face value is RMB 100.
3. Issue price
The issuing price of convertible bonds in this period is 100 yuan / piece.
4. Estimated amount of funds raised
The amount of funds raised by convertible bonds is expected to be 240 million yuan.
5. Account for special storage of raised funds
The company has established a special storage system for the raised funds, and the raised funds from this issuance of convertible bonds will be deposited in the special account determined by the board of directors of the company.
6. Distribution method and object
The Silk Road convertible bonds issued this time are preferentially placed to the original shareholders registered by China Securities Depository and Clearing Co., Ltd. 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 through the online trading system of Shenzhen Stock Exchange, The part of the subscription amount less than 24 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 Co., Ltd. Shenzhen Branch, the total number of final priority placements may be slightly different.
The preferential 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 bond distribution”, and the preferential subscription time is t day (9:15-11:30, 13:00-15:00). each
The minimum subscription unit of the account is 1 piece (100 yuan), and the excess of 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.
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