Ping An Securities Co., Ltd
about
Jiangsu Jingyuan Environmental Protection Co.Ltd(688096)
Issue convertible corporate bonds to unspecified objects
of
Issuance recommendation
Sponsor (lead underwriter)
(address: floor 22-25, block B, Ping An financial center, No. 5023, Yitian Road, Futian street, Futian District, Shenzhen) December, 2012
Ping An Securities Co., Ltd
About Jiangsu Jingyuan Environmental Protection Co.Ltd(688096)
Letter of recommendation for issuing convertible corporate bonds to unspecified objects
Ping An Securities Co., Ltd. (hereinafter referred to as “the sponsor”, “this sponsor” or “Ping An Securities”) accepts the entrustment of Jiangsu Jingyuan Environmental Protection Co.Ltd(688096) (hereinafter referred to as “the issuer”, “688096}” or “the company”) to issue convertible corporate bonds (hereinafter referred to as “this issuance” or “this securities issuance”) to unspecified objects ）The recommendation institution of the issuer shall issue an issuance recommendation letter for the issuer’s current issuance. The recommendation institution and the designated 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 and the measures for the administration of securities issuance and registration of companies listed on the science and Innovation Board (for Trial Implementation) (hereinafter referred to as the “measures”)“ Measures for the administration of registration, rules for the listing of shares on the science and Innovation Board of Shanghai Stock Exchange, standards for the contents and forms of information disclosure by companies issuing securities No. 27 – issuance recommendation letter and issuance recommendation work report, and other relevant laws Administrative regulations and China Securities Regulatory Commission (hereinafter referred to as “CSRC”) ）And the provisions of Shanghai Stock Exchange, be honest, trustworthy, diligent and responsible, issue this issuance recommendation letter in strict accordance with the business rules, industry practice norms and ethical standards formulated according to law, through due diligence and careful verification, and ensure the authenticity, accuracy and integrity of the documents issued.
Unless otherwise specified, the abbreviations and terms used in this issuance recommendation letter are consistent with the Jiangsu Jingyuan Environmental Protection Co.Ltd(688096) prospectus for issuing convertible corporate bonds to unspecified objects.
catalogue
catalogue Section 1 basic information of this securities issuance 4 I. information about the sponsor and project team of this issuance 4 II. Basic information of the issuer 5 III. The securities issuance plan 5 IV. top ten shareholders of the issuer 15 v. statement of changes in previous financing, cash dividends and net assets 15 VI. main financial data and financial indicators of the issuer 16 VII. Description of the relationship between the sponsor and the issuer 17 VIII. Internal audit procedures and core opinions of the recommendation institution Section II commitments of the sponsor Section III recommendation opinions on this securities issuance 21 I. the decision-making procedure of the Issuer on this issuance is legal 21 II. This securities issuance meets the issuance conditions stipulated in the securities law 21 III. this securities issuance meets the issuance conditions specified in the registration management measures 23 IV. this securities issuance complies with the special provisions on the issuance and underwriting of convertible bonds in the measures for the administration of registration 27 v. main risks of the issuer Vi. evaluation on the development prospect of the issuer 45 VII. Verification of paid employment of third-party institutions and individuals VIII. Recommendation conclusion of the recommendation institution on the issuance and listing of Securities 49 Annex: 49 special power of attorney for the sponsor representative of issuing convertible corporate bonds to unspecified objects fifty-one
Section 1 basic information of this securities issuance
1、 Sponsor and project team of this offering
(i) Name of sponsor
Ping An Securities Co., Ltd
（2） Sponsor representative in charge of this recommendation
Ping An Securities authorizes Wang Yao and Li Rong to act as Jiangsu Jingyuan Environmental Protection Co.Ltd(688096) the sponsor representative for issuing convertible corporate bonds to unspecified objects.
Mr. Wang Yao, the sponsor representative, certified public accountant, master of economics, is currently the executive deputy general manager of Ping An Securities Investment Banking Division. He has been responsible for or participated in the sponsor and underwriting of IPO and refinancing projects such as Jiangsu Jingyuan Environmental Protection Co.Ltd(688096) , Keli Motor Group Co.Ltd(002892) , Snowsky Salt Industry Group Co.Ltd(600929) , Hunan Aihua Group Co.Ltd(603989) , Ping An Bank Co.Ltd(000001) , Mls Co.Ltd(002745) and participated in China Molybdenum Co.Ltd(603993) major overseas acquisition projects. During the practice of recommendation business, Mr. Wang Yao strictly abides by the measures for the administration of securities issuance and listing recommendation business and other relevant provisions, and has a good practice record.
Ms. Li Rong, sponsor representative, certified public accountant, Bachelor of management, is now the senior business director of Ping An Securities investment banking business department, and has participated in the sponsor and underwriting of IPO and refinancing projects such as Jiangsu Jingyuan Environmental Protection Co.Ltd(688096) , Hunan Aihua Group Co.Ltd(603989) . During the practice of recommendation business, Ms. Li Rong strictly abides by the measures for the administration of securities issuance and listing recommendation business and other relevant provisions, and has a good practice record.
（3） Members of the project team of this release
1. Practice of Project Co sponsors and their recommendation business
Mr. Dang Zhe, certified public accountant, master of management, is now the senior product manager of Ping An Securities investment banking business department, and has participated in BOC International IPO project. In the practice of recommendation business, Mr. Dang zhe strictly abides by the measures for the administration of securities issuance and listing recommendation business and other relevant provisions, and has a good practice record.
2. Other members of the project team
Ouyang Gang, Wang Jing, Ma Yuxuan, Chen Zhengyuan, Yan Yige, Luo Xiao, Lei Yusi, Qin Rao.
2、 Basic information of the issuer
Chinese name Jiangsu Jingyuan Environmental Protection Co.Ltd(688096)
English Name: Jiangsu Jingyuan environmental protection Co., Ltd
Registered capital: 107293500 yuan
Legal representative: Li Wulin
Date of establishment: March 30, 1999
Address: No. 109, Tongxin Road, Chongchuan District, Nantong City
Shanghai Stock Exchange Kechuang board where the shares are listed
Stock abbreviation Jiangsu Jingyuan Environmental Protection Co.Ltd(688096)
Stock Code: 688096
Unified social credit Code: 913206007140572604
R & D, design, manufacturing, sales and installation of water treatment equipment; Development, production, sales and installation of complete sets of environmental protection equipment, electromechanical equipment, automation and industrial process automation system integration; Design, treatment and construction of environmental pollution prevention and control projects; Development, production and sales of anti-corrosion series products; Development and application of computer technology; Domestic sewage and sewage treatment within the scope of industrial business; Development, construction and management of projects in environmental protection, water treatment and municipal public utilities; Ecological environment management; Soil treatment and remediation; The above technical services and information consultation; Self support and agency of the import and export business of the above commodities and technologies (except for the commodities and technologies restricted or prohibited by the state); (if the business scope involves manufacturing and production, another branch shall be established for operation). (for projects subject to approval according to law, business activities can be carried out only after approval by relevant departments)
3、 The securities issuance plan
(i) Types of securities issued this time
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 science and Innovation Board of Shanghai Stock Exchange.
（2） Issuance scale
In accordance with the provisions of relevant laws, regulations and normative documents, and in combination with the company’s financial situation and investment plan, the total amount of funds raised by the proposed issuance of convertible corporate bonds shall not exceed RMB 332.5 million (including this amount). The specific amount of funds raised shall be determined by the board of directors (or persons authorized by the board of directors) authorized by the general meeting of shareholders within the above limit.
The convertible corporate bonds issued this time are issued at face value, with each face value of RMB 100.00. （4） Bond term
The term of convertible corporate bonds issued this time is six years from the date of issuance.
（5） Bond interest rate
The determination method of the coupon rate of the convertible corporate bonds issued this time and the final interest rate level of each interest bearing year shall be determined by the board of directors (or the person authorized by the board of directors) authorized by the general meeting of shareholders of the company through consultation with the sponsor (lead underwriter) according to national policies, market conditions and specific conditions of the company before issuance.
Before the issuance of convertible corporate bonds, if the bank deposit interest rate is adjusted, the general meeting of shareholders authorizes the board of directors (or the person authorized by the board of directors) to adjust the coupon rate accordingly.
（6） Term and method of repayment of principal and interest
The convertible corporate bonds issued this time adopt the interest payment method of paying interest once a year, return the principal 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 held.
The calculation formula of annual interest is: I = B × i
1: Means 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 registration date of interest paying creditor’s rights 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 date is a legal holiday or rest day, it shall be postponed to the next trading day, and no additional interest shall be paid during the postponed period. The interest year is between each adjacent two 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 trading days after the interest payment date of each year. Before the interest payment creditor’s right registration date (including the registration date of interest payment creditor’s rights) for the convertible corporate bonds applied for conversion into the company’s shares, the company will no longer pay the interest of the current interest year and subsequent interest years to its holders.
(4) The tax payable on the interest income obtained by the bondholders of the convertible company shall be borne by the bondholders. (7) the term of share conversion
The conversion period of convertible corporate bonds issued this time starts from the first trading day after the expiration of six months from the date of issuance to the maturity date of convertible corporate bonds.
（8） Determination and adjustment of conversion price
1. Determination of initial conversion price
The initial conversion price of convertible corporate bonds issued this time shall not be lower than the average trading price of A-Shares of the company 20 trading days before the announcement date of the prospectus (in case of stock price adjustment due to ex right and ex dividend within the twenty trading days, the average 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 A-Shares of the company on the previous trading day. The specific initial conversion price shall be authorized by the general meeting of shareholders of the company to the board of directors (or the person authorized by the board of directors) shall negotiate with the sponsor (lead underwriter) according to the market conditions before issuance.
The average trading price of the company’s A-Shares in the first 20 trading days = the total trading volume of the company’s A-Shares in the first 20 trading days / the total trading volume of the company’s A-Shares in the last 20 trading days; The average trading price of the company’s A-Shares on the previous trading day = the total trading volume of the company’s A-Shares on the previous trading day / the total trading volume of the company’s A-Shares on that day.
2. Adjustment method and calculation formula of conversion price
After this issuance, if the company distributes stock dividends, converts to increased share capital, issues new shares (excluding the increased share capital due to the conversion of convertible corporate bonds issued this time), allots shares and distributes cash dividends, the company will adjust the conversion price in turn according to the order in which the above conditions occur. The specific adjustment formula of conversion price is as follows:
Distribution of stock dividends or conversion to share capital: P1 = P0 / (1 + n);
Additional shares or allotment: P1 = (P0 + a) × k）/（1+k）；
The above two items shall be carried out simultaneously: P1 = (P0 + a) × k）/（1+n+k）；
Cash dividend: P1 = p0-d;
The above three items are carried out simultaneously: P1 = (p0-d + A × k）/（1+n+k）。
Where: P0 is the transfer price before adjustment, n is the share dividend or share capital conversion rate, K is the new share price or allotment rate, a is the new share price or allotment price, D is the cash dividend per share, and P1 is the transfer price after adjustment.
When the company changes the above shares and / or shareholders’ equity, the conversion price will be adjusted in turn, Relevant announcements shall be published on the website of Shanghai Stock Exchange (www.sse. Com.. CN) or other information disclosure media of listed companies designated by the CSRC, and the announcement shall specify the date of share conversion price adjustment, adjustment measures and period of suspension of share conversion (if necessary). When the adjustment date of the conversion price is on or after the application date for conversion of convertible corporate bonds issued this time and before the registration date of conversion shares, the holder’s application for conversion shall be executed according to the adjusted conversion price of the company.
When the company may have share repurchase, merger, division or any other circumstances, the class, quantity and / or shareholders’ equity of the company may change, which may affect the convertible company issued this time
