Zhejiangtailin Bioengineering Co.Ltd(300813)
Announcement on issuing convertible corporate bonds to unspecified objects
Sponsor (lead underwriter): China Greatwall Securities Co.Ltd(002939)
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
Zhejiangtailin Bioengineering Co.Ltd(300813) (hereinafter referred to as ” Zhejiangtailin Bioengineering Co.Ltd(300813) ” or “issuer”, “company” and “the company”) and China Greatwall Securities Co.Ltd(002939) (hereinafter referred to as “sponsor (lead underwriter)”, “lead underwriter” and ” China Greatwall Securities Co.Ltd(002939) “) 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 [No. 168] of the CSRC), detailed rules for the implementation of convertible corporate bond business of Shenzhen Stock Exchange (hereinafter referred to as “detailed rules”) and No. 8 Guide for the business handling of companies listed on the gem – issuance of convertible corporate bonds to unspecified objects Organize and implement the issuance of convertible corporate bonds to unspecified objects (hereinafter referred to as “convertible bonds” or “Tailin convertible bonds”). The convertible corporate bonds issued to unspecified objects will be issued to the issuer after the closing of the market on the equity registration date (December 27, 2021, t-1) The original shareholders registered in the register of “China Clearing Shenzhen Branch” and “registration company”) have priority in placing, and the balance after the priority placement of the original shareholders (including the priority placement abandoned by the original shareholders) is issued to the public investors online through the trading system of Shenzhen Stock Exchange (hereinafter referred to as “Shenzhen Stock Exchange”).
Investors participating in online subscription shall carefully read this announcement and the implementation rules published on the website of Shenzhen Stock Exchange (www.szse. CN).
Important tips on the issuance process, subscription, payment and disposal of investors’ abandonment are as follows:
1、 The priority placement date of the original shareholders of the convertible bond issuance and the online subscription date are the same as December 28, 2021 (t day), the online subscription time is 9:15-11:30 and 13:00-15:00 on t day. When the original shareholders participate in the priority placement, they shall pay the full amount of funds 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 funds when they participate in the online subscription of the balance after the priority placement.
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 recommendation institution (lead underwriter) finds that an investor fails to comply with the regulatory requirements of the industry and applies for purchase beyond the corresponding asset scale or capital scale, the recommendation institution (lead underwriter) has the right to determine that the investor’s subscription is invalid. The investor shall independently express the intention of subscription and shall not fully entrust a securities company to apply for purchase on his 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.
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.
4. After online investors win the lottery for the purchase of convertible bonds, According to the announcement on the winning number of Zhejiangtailin Bioengineering Co.Ltd(300813) issuance of convertible corporate bonds to unspecified objects (hereinafter referred to as the “announcement on the winning number”), it shall perform the obligation of capital settlement and ensure that its capital account is opened on December 30, 2021 There will always be sufficient subscription funds on (T + 2) day, and the transfer of investors’ funds shall comply with the relevant regulations of the securities company where the investors are located. If the investors’ subscription funds are insufficient, the insufficient part shall be deemed to give up the subscription, and the resulting consequences and relevant legal liabilities shall be borne by the investors themselves. According to the relevant regulations of CSDCC Shenzhen Branch, the minimum unit to give up the subscription is 1 piece. The part that online investors give up subscription shall be underwritten by the 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 lead underwriter will negotiate whether to take measures to suspend the issuance, The lead underwriter shall report to the Shenzhen Stock Exchange in time. If the issuance is suspended, it will disclose the reasons for the suspension and subsequent arrangements, and choose an opportunity to restart the issuance within the validity period of the approval.
The part of the subscription amount of this offering less than 21 million yuan shall be underwritten by the sponsor (lead underwriter). The sponsor (lead underwriter) shall determine the final placement result and underwritten amount according to the online capital arrival In principle, the underwriting ratio (lead underwriter) shall not exceed 30% of the total amount of this issuance, that is, in principle, the maximum underwriting amount is 63 million yuan. When the underwriting ratio exceeds 30% of this issuance, the recommendation institution (lead underwriter) will start the internal underwriting risk assessment procedure to decide whether to terminate this issuance. If it is determined to continue to perform the issuance procedure, the recommendation institution shall (the lead underwriter) will adjust the final underwriting proportion, underwrite the amount of insufficient subscription amount of investors in full, and report to the Shenzhen Stock Exchange in a timely manner; if it is determined to take measures to suspend the issuance, the sponsor (lead underwriter) and the issuer will report to the Shenzhen Stock Exchange in a timely manner, announce the reasons for suspending the issuance, and choose an opportunity to restart the issuance within the validity period of the approval.
6. If an online investor has won the lottery three times but failed to pay in full within 12 consecutive months, it shall not participate in the subscription of new shares, depositary receipts, convertible bonds and exchangeable 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 the investor as a unit. The number of times of abandonment of subscription shall be calculated according to the cumulative number of new shares, depositary receipts, convertible corporate bonds and exchangeable corporate bonds actually abandoned by the investor; If an investor holds multiple securities accounts and abandons subscription in any one of its securities accounts, the number of times of abandonment shall be calculated cumulatively. 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 securities account registration data are the same, statistics shall be made according to different investors.
7. The proprietary account of the lead underwriter of this offering shall not participate in the subscription.
8. All convertible corporate bonds issued this time are converted into shares from new shares.
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.
Important tips
1. Zhejiangtailin Bioengineering Co.Ltd(300813) the issuance of convertible corporate bonds to unspecified objects has been approved for registration by China Securities Regulatory Commission (hereinafter referred to as “CSRC”) zjxk [2021] No. 2258. The convertible corporate bonds issued this time are referred to as “Tailin convertible bonds” and the bond code is “123135”.
2. The issue of 210 million yuan of convertible bonds, each with a face value of 100 yuan, a total of 2100000, are issued at face value.
3. Tailin convertible bonds issued this time are preferentially placed to the original shareholders registered by the issuer after the closing of the stock market on the equity registration date (December 27, 2021, t-1). The balance after the priority placement of the original shareholders (including the part abandoned by the original shareholders) is issued to public investors through the trading system of Shenzhen Stock Exchange.
4、 The number of Tailin convertible bonds that the original shareholders can give priority to placing is Zhejiangtailin Bioengineering Co.Ltd(300813) registered after the closing of the stock market on the equity registration date (December 27, 2021, t-1) The number of shares is calculated according to the proportion of placing convertible bonds of RMB 4.0407 per share, and then converted into the number of pieces according to the proportion of RMB 100 / piece. Each piece is a subscription unit. The preferred placement of the original shareholders is carried out through the trading system of Shenzhen Stock Exchange. The placement code is “380813”, and the placement is referred to as “Tailin bond distribution”. The original shareholders may decide the actual amount of convertible bonds subscribed according to their own conditions.
If the number of convertible bonds subscribed by the original shareholders for online priority placement is less than 1, it shall be in accordance with the business guide for securities issuers of China Securities Depository and Clearing Co., Ltd. Shenzhen Branch (hereinafter referred to as the “business guide for securities issuers of China Securities Depository and Clearing Co., Ltd. Shenzhen Branch”) ）Execution, that is, the priority subscription quantity of less than 1 piece shall be sorted according to the quantity, and the small number shall be carried over to the large number of original shareholders participating in the priority subscription, so as to achieve the minimum bookkeeping unit of 1 piece, and the cycle shall be carried out until all allocation is completed.
In addition to participating in the priority placement, the original shareholders can also participate in the subscription of the balance after the priority placement. For the part of the original shareholders participating in the online priority placement, they shall pay full funds at the time of subscription on t day. The original shareholders do not need to pay the subscription fund for the online subscription part of the balance after participating in the online priority placement.
5. The issuer has a total share capital of 51970000 shares, and the company does not have treasury shares or shares to be cancelled involved in the repurchase. According to the priority placement proportion of this issuance, the original shareholders can subscribe up to about 2099951, accounting for 99.9977% of the total 2100000 convertible bonds issued this time. Since less than one piece is executed in accordance with the business guidelines for securities issuers of CSDCC Shenzhen Branch, the total number of final priority placements may be slightly different.
The subscription of the balance is referred to as “Tailin bond issuance” for short, and the subscription code is “370813”. The minimum subscription unit of each account 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, and the upper limit of subscription of each account is 10000 (1 million yuan). If the upper limit of subscription is exceeded, the excess subscription will be invalid. During subscription, investors do not need to pay subscription funds.
7. There is no holding period limit for the issued Tailin convertible bonds, and investors can trade the allotted Tailin convertible bonds on the first day of listing.
8. The issuance of convertible bonds is not listed. The issuer will go through the relevant listing procedures as soon as possible after the issuance, and the listing matters will be announced separately.
9. Investors should pay attention to the specific provisions in the announcement on the issuance method, issuance object, placement / issuance method, subscription time, subscription method, subscription procedure, subscription price, coupon rate, subscription quantity, payment of subscription funds and disposal of investors’ abandonment.
10. 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 Tailin convertible bonds shall comply with relevant laws and regulations and relevant provisions of the CSRC, and shall bear corresponding legal liabilities.
11. This announcement only explains the matters related to the issuance of Tailin convertible bonds and does not constitute any investment proposal for the issuance of Tailin convertible bonds. Investors who want to know more about this Tailin convertible bond, please read the Zhejiangtailin Bioengineering Co.Ltd(300813) prospectus for issuing convertible corporate bonds to unspecified objects (hereinafter referred to as the “prospectus”). Investors can consult the full text of the prospectus and relevant materials of this issuance on http://www.cn.info.com.. CN.
Zhejiangtailin Bioengineering Co.Ltd(300813)
Announcement on issuing convertible corporate bonds to unspecified objects
Sponsor (lead underwriter): China Greatwall Securities Co.Ltd(002939)
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
Zhejiangtailin Bioengineering Co.Ltd(300813) (hereinafter referred to as ” Zhejiangtailin Bioengineering Co.Ltd(300813) ” or “issuer”, “company” and “the company”) and China Greatwall Securities Co.Ltd(002939) (hereinafter referred to as “sponsor (lead underwriter)”, “lead underwriter” and ” China Greatwall Securities Co.Ltd(002939) “) 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 [No. 168] of the CSRC), detailed rules for the implementation of convertible corporate bond business of Shenzhen Stock Exchange (hereinafter referred to as “detailed rules”) and No. 8 Guide for the business handling of companies listed on the gem – issuance of convertible corporate bonds to unspecified objects Organize and implement the issuance of convertible corporate bonds to unspecified objects (hereinafter referred to as “convertible bonds” or “Tailin convertible bonds”). The convertible corporate bonds issued to unspecified objects will be issued to the issuer after the closing of the market on the equity registration date (December 27, 2021, t-1) The original shareholders registered in the register of “China Clearing Shenzhen Branch” and “registration company”) have priority in placing, and the balance after the priority placement of the original shareholders (including the priority placement abandoned by the original shareholders) is issued to the public investors online through the trading system of Shenzhen Stock Exchange (hereinafter referred to as “Shenzhen Stock Exchange”).
Investors participating in online subscription shall carefully read this announcement and the implementation rules published on the website of Shenzhen Stock Exchange (www.szse. CN).
Important tips on the issuance process, subscription, payment and disposal of investors’ abandonment are as follows:
1、 The priority placement date of the original shareholders of the convertible bond issuance and the online subscription date are the same as December 28, 2021 (t day), the online subscription time is 9:15-11:30 and 13:00-15:00 on t day. When the original shareholders participate in the priority placement, they shall pay the full amount of funds 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 funds when they participate in the online subscription of the balance after the priority placement.
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 recommendation institution (lead underwriter) finds that an investor fails to comply with the regulatory requirements of the industry and applies for purchase beyond the corresponding asset scale or capital scale, the recommendation institution (lead underwriter) has the right to determine that the investor’s subscription is invalid. The investor shall independently express the intention of subscription and shall not fully entrust a securities company to apply for purchase on his 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.
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.
4. After online investors win the lottery for the purchase of convertible bonds, According to the announcement on the winning number of Zhejiangtailin Bioengineering Co.Ltd(300813) issuance of convertible corporate bonds to unspecified objects (hereinafter referred to as the “announcement on the winning number”), it shall perform the obligation of capital settlement and ensure that its capital account is opened on December 30, 2021 There will always be sufficient subscription funds on (T + 2) day, and the transfer of investors’ funds shall comply with the relevant regulations of the securities company where the investors are located. If the investors’ subscription funds are insufficient, the insufficient part shall be deemed to give up the subscription, and the resulting consequences and relevant legal liabilities shall be borne by the investors themselves. According to the relevant regulations of CSDCC Shenzhen Branch, the minimum unit to give up the subscription is 1 piece. The part that online investors give up subscription shall be underwritten by the 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 lead underwriter will negotiate whether to take measures to suspend the issuance, The lead underwriter shall report to the Shenzhen Stock Exchange in time. If the issuance is suspended, it will disclose the reasons for the suspension and subsequent arrangements, and choose an opportunity to restart the issuance within the validity period of the approval.
The part of the subscription amount of this offering less than 21 million yuan shall be underwritten by the sponsor (lead underwriter). The sponsor (lead underwriter) shall determine the final placement result and underwritten amount according to the online capital arrival In principle, the underwriting ratio (lead underwriter) shall not exceed 30% of the total amount of this issuance, that is, in principle, the maximum underwriting amount is 63 million yuan. When the underwriting ratio exceeds 30% of this issuance, the recommendation institution (lead underwriter) will start the internal underwriting risk assessment procedure to decide whether to terminate this issuance. If it is determined to continue to perform the issuance procedure, the recommendation institution shall (the lead underwriter) will adjust the final underwriting proportion, underwrite the amount of insufficient subscription amount of investors in full, and report to the Shenzhen Stock Exchange in a timely manner; if it is determined to take measures to suspend the issuance, the sponsor (lead underwriter) and the issuer will report to the Shenzhen Stock Exchange in a timely manner, announce the reasons for suspending the issuance, and choose an opportunity to restart the issuance within the validity period of the approval.
6. If an online investor has won the lottery three times but failed to pay in full within 12 consecutive months, it shall not participate in the subscription of new shares, depositary receipts, convertible bonds and exchangeable 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 the investor as a unit. The number of times of abandonment of subscription shall be calculated according to the cumulative number of new shares, depositary receipts, convertible corporate bonds and exchangeable corporate bonds actually abandoned by the investor; If an investor holds multiple securities accounts and abandons subscription in any one of its securities accounts, the number of times of abandonment shall be calculated cumulatively. 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 securities account registration data are the same, statistics shall be made according to different investors.
7. The proprietary account of the lead underwriter of this offering shall not participate in the subscription.
8. All convertible corporate bonds issued this time are converted into shares from new shares.
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.
Important tips
1. Zhejiangtailin Bioengineering Co.Ltd(300813) the issuance of convertible corporate bonds to unspecified objects has been approved for registration by China Securities Regulatory Commission (hereinafter referred to as “CSRC”) zjxk [2021] No. 2258. The convertible corporate bonds issued this time are referred to as “Tailin convertible bonds” and the bond code is “123135”.
2. The issue of 210 million yuan of convertible bonds, each with a face value of 100 yuan, a total of 2100000, are issued at face value.
3. Tailin convertible bonds issued this time are preferentially placed to the original shareholders registered by the issuer after the closing of the stock market on the equity registration date (December 27, 2021, t-1). The balance after the priority placement of the original shareholders (including the part abandoned by the original shareholders) is issued to public investors through the trading system of Shenzhen Stock Exchange.
4、 The number of Tailin convertible bonds that the original shareholders can give priority to placing is Zhejiangtailin Bioengineering Co.Ltd(300813) registered after the closing of the stock market on the equity registration date (December 27, 2021, t-1) The number of shares is calculated according to the proportion of placing convertible bonds of RMB 4.0407 per share, and then converted into the number of pieces according to the proportion of RMB 100 / piece. Each piece is a subscription unit. The preferred placement of the original shareholders is carried out through the trading system of Shenzhen Stock Exchange. The placement code is “380813”, and the placement is referred to as “Tailin bond distribution”. The original shareholders may decide the actual amount of convertible bonds subscribed according to their own conditions.
If the number of convertible bonds subscribed by the original shareholders for online priority placement is less than 1, it shall be in accordance with the business guide for securities issuers of China Securities Depository and Clearing Co., Ltd. Shenzhen Branch (hereinafter referred to as the “business guide for securities issuers of China Securities Depository and Clearing Co., Ltd. Shenzhen Branch”) ）Execution, that is, the priority subscription quantity of less than 1 piece shall be sorted according to the quantity, and the small number shall be carried over to the large number of original shareholders participating in the priority subscription, so as to achieve the minimum bookkeeping unit of 1 piece, and the cycle shall be carried out until all allocation is completed.
In addition to participating in the priority placement, the original shareholders can also participate in the subscription of the balance after the priority placement. For the part of the original shareholders participating in the online priority placement, they shall pay full funds at the time of subscription on t day. The original shareholders do not need to pay the subscription fund for the online subscription part of the balance after participating in the online priority placement.
5. The issuer has a total share capital of 51970000 shares, and the company does not have treasury shares or shares to be cancelled involved in the repurchase. According to the priority placement proportion of this issuance, the original shareholders can subscribe up to about 2099951, accounting for 99.9977% of the total 2100000 convertible bonds issued this time. Since less than one piece is executed in accordance with the business guidelines for securities issuers of CSDCC Shenzhen Branch, the total number of final priority placements may be slightly different.
The subscription of the balance is referred to as “Tailin bond issuance” for short, and the subscription code is “370813”. The minimum subscription unit of each account 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, and the upper limit of subscription of each account is 10000 (1 million yuan). If the upper limit of subscription is exceeded, the excess subscription will be invalid. During subscription, investors do not need to pay subscription funds.
7. There is no holding period limit for the issued Tailin convertible bonds, and investors can trade the allotted Tailin convertible bonds on the first day of listing.
8. The issuance of convertible bonds is not listed. The issuer will go through the relevant listing procedures as soon as possible after the issuance, and the listing matters will be announced separately.
9. Investors should pay attention to the specific provisions in the announcement on the issuance method, issuance object, placement / issuance method, subscription time, subscription method, subscription procedure, subscription price, coupon rate, subscription quantity, payment of subscription funds and disposal of investors’ abandonment.
10. 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 Tailin convertible bonds shall comply with relevant laws and regulations and relevant provisions of the CSRC, and shall bear corresponding legal liabilities.
11. This announcement only explains the matters related to the issuance of Tailin convertible bonds and does not constitute any investment proposal for the issuance of Tailin convertible bonds. Investors who want to know more about this Tailin convertible bond, please read the Zhejiangtailin Bioengineering Co.Ltd(300813) prospectus for issuing convertible corporate bonds to unspecified objects (hereinafter referred to as the “prospectus”). Investors can consult the full text of the prospectus and relevant materials of this issuance on http://www.cn.info.com.. CN.
