Beijing Quanshi World Online Network Information Co.Ltd(002995) and
Minsheng Securities Co., Ltd
about
Beijing Quanshi World Online Network Information Co.Ltd(002995) application documents for public issuance of convertible bonds
Response to feedback
(Revised Version)
Sponsor (lead underwriter)
(No. 8, Puming Road, China (Shanghai) pilot Free Trade Zone)
December, 2001
catalogue
Question 1: 2 question 2: 8 question 3: 13 question 4: 20 question 5: 42 question 6: 51 question 7: 55 question 8: 60 China Securities Regulatory Commission:
Minsheng Securities Co., Ltd. (hereinafter referred to as "Minsheng securities" and "sponsor") as the sponsor of Beijing Quanshi World Online Network Information Co.Ltd(002995) (hereinafter referred to as " Beijing Quanshi World Online Network Information Co.Ltd(002995) ", "company" or "issuer") to publicly issue convertible corporate bonds, obtained Guihui No. 212569 notice of one-time feedback on the examination of administrative licensing projects of China Securities Regulatory Commission After, we have carefully discussed and verified your feedback with the issuer and other intermediaries, and now we submit a written reply. Unless otherwise specified, the terms, names and abbreviations used in this reply have the same meanings as those in the prospectus for the public offering of convertible corporate bonds (draft report) and the due diligence investigation report of Minsheng Securities Co., Ltd. on the public offering of convertible corporate bonds.
Question 1. The applicant is requested to supplement and disclose whether the convertible bond issuance plan complies with the measures for the administration of convertible corporate bonds and other relevant provisions. The recommendation institution and lawyers are invited to give verification opinions.
reply:
1、 The convertible bond issuance plan complies with the relevant provisions of the measures for the administration of convertible corporate bonds
The company's convertible bond issuance plan complies with the relevant provisions of the measures for the administration of convertible corporate bonds. The details are as follows:
S / N: whether the contents of this issuance plan comply with the relevant provisions of the measures for the administration of convertible corporate bonds
Article 3 convertible bonds issued to unspecified objects shall
When listed and traded on a legally established stock exchange
Or other national securities approved by the State Council
Trading place trading. The securities issued this time are convertible into
A securities exchange shall issue convertible corporate bonds of the issuer's shares according to the risk of convertible bonds
1 and characteristics, improve the trading rules, prevent and suppress over securities, the convertible corporate bonds and the future are
Degree of speculation. The converted shares of the company will be listed on the Shenzhen Stock Exchange
Where a procedural transaction of convertible bonds is conducted, it shall comply with the requirements of listing in China.
And report to the stock exchange in accordance with the provisions of the CSRC
The report shall not affect the safety of the system of the stock exchange or
Normal trading order.
Article 4 transferable securities issued by the issuer to specific objects
Bonds shall not be transferred by means of public centralized trading. This release is issued to unspecified objects
2 convertible bonds issued by listed companies to specific objects are converted into convertible bonds. Where shares are not applicable, the converted shares shall be issued from the end of the issuance of convertible bonds
It shall not be transferred within 18 months from the date of transfer.
Article 7 transaction transfer of convertible bonds may occur
Major events that have a great impact on prices, investors
If it is not known, the issuer shall immediately report the relevant information
The information of major events shall be reported to the CSRC and the Securities Regulatory Commission
The trading place shall submit an interim report and make an announcement, saying
Explain the cause, current status and possible causes of the event
Legal consequences.
The major events mentioned in the preceding paragraph include:
(i) Paragraphs 2 and 3 of Article 80 of the Securities Law
Major events specified in paragraph 2 of Article 81; The convertible corporate bonds have not been issued yet
(2) the issuer's shares are changed due to allotment of shares, additional issuance, share distribution, dividend distribution, branch inapplicability, capital reduction and other reasons
In case of any change, it is necessary to adjust the conversion price or raise shares according to the
Downward correction clause of share conversion price agreed in the specification
Revise the conversion price;
（3） Redemption conditions agreed in the prospectus
The issuer decides whether to redeem or not;
（4） The cumulative amount of convertible bonds converted into shares amounted to
The company has issued shares before the convertible bonds begin to convert into shares
Ten percent of the total amount;
（5） The total amount of unconverted convertible bonds is less than 30 million
S / N: whether the contents of this issuance plan comply with the relevant provisions of the measures for the administration of convertible corporate bonds
Yuan;
（6） Major asset changes of the guarantor of convertible bonds
Actions, major litigation, merger, division, etc;
（7） Other matters prescribed by the CSRC.
Article 8 since the date of issuance of convertible bonds, many of them have been contracted in accordance with the provisions in the prospectus
It can be converted into the company's shares after six months, and the conversion will determine the convertible corporate bonds issued this time
The term shall be determined by the company from the convertible corporate bonds according to the duration of the convertible bonds and the period of conversion of bonds into shares
4. Determination of the company's financial position. After the expiration of six months from the date of issuance
The convertible bond holder has the option to convert shares or not to convert shares from the first trading day to the convertible bond holder
Option and become the issuer's shares on the next day of the conversion of shares until the maturity date of corporate bonds.
East.
The Prospectus has been agreed in accordance with the provisions
Determine the convertible corporate bonds issued this time
The initial conversion price of the bonds shall not be lower than the price specified in the prospectus
Article 9 a listed company shall submit its prospectus to unspecified parties 20 days before the announcement date
The conversion price of convertible bonds shall not be lower than the average trading price of the company's shares on the day of the offering statement (if any)
The issuer's shares have occurred within the 20 trading days prior to the date of announcement due to
The average trading price shall be the same as the average price of the previous trading day, and no ex right or ex interest shall cause the adjustment of stock price
5 upward correction. If yes, it is true for the transactions on the trading day before the adjustment
The average conversion price of convertible bonds issued by a listed company to a specific object shall be adjusted according to the corresponding ex rights and ex interests
The share price shall not be lower than the price calculated before and after the issuance of the invitation for subscription) and the previous delivery
The average trading price of the issuer's shares and the average trading price of the company's shares within 20 trading days, and
The average price of the previous trading day shall not be revised downward. It has to be revised upward to specify the initial conversion price
The board of directors of the company shall be authorized by the general meeting of shareholders
According to the market and the company before the issuance
Specific situation and recommendation institution (lead underwriter)
(2) determined through negotiation.
Article 10 the share conversion price shall be stipulated in the prospectus
Principles and methods of adjustment.
After the issuance of convertible bonds
Issuance due to dividend distribution, division, capital reduction and other reasons
In case of any change in the shares of the transferor, the share price of the transferor shall be adjusted at the same time
Grid.
The convertible bond prospectus of the listed company has agreed to convert shares in accordance with the provisions of the prospectus
6. If the price is revised downward, it shall be agreed at the same time: the determination and adjustment of the fixed share conversion price, yes and No
(i) The conversion price correction plan shall submit the downward correction terms of the issuer's conversion price.
Voting at the general meeting of shareholders shall be approved by the shareholders present at the meeting
With the consent of more than two-thirds of the voting rights held
The shareholders of the issuer's convertible bonds shall withdraw;
（2） The revised conversion price shall not be lower than that of the preceding paragraph
Twenty (20) days prior to the date of the shareholders' meeting in which the amended plan has been adopted
The average trading price of the issuer's shares on the previous trading day and
The average price of a trading day.
Article 11 redemption may be stipulated in the prospectus
It is stipulated that the issuer may make an appointment according to the conditions agreed in advance and the provisions in the prospectus
7. Redeem the convertible bonds that have not been converted into shares at the price. Set redemption terms and resale terms. yes
The prospectus may stipulate the terms of resale, which may
The holders of convertible bonds may, according to the conditions and prices agreed in advance
S / N: whether the contents of this issuance plan comply with the relevant provisions of the measures for the administration of convertible corporate bonds
Ge resold its convertible bonds to the issuer. Raising theory
The prospectus shall stipulate that the issuer shall change the use of the raised funds
The holders of convertible bonds shall be given the right of one-time resale
Lee.
Article 12 the issuer shall decide whether to exercise redemption
When the share conversion price is adjusted or amended, the Prospectus has been agreed in accordance with the provisions
8. The principle of good faith shall be observed, and it is not allowed to mislead the investors to determine the redemption terms and the adjustment of the conversion price
Investors or damage the legitimate rights and interests of investors. Sponsor related content.
The supervisor shall be responsible for the above behaviors during the continuous supervision period
To supervise.
Article 13 during the duration of convertible bonds, the issuer
We should continue to pay attention to whether the redemption conditions are met. It is expected that the Prospectus has been agreed in accordance with the provisions
9. If the redemption conditions may be met, the relevant contents of the redemption terms shall be specified in the redemption conditions. yes
Meet the five trading days before the timely disclosure to the market
Fully prompt the risk.
Article 14 the issuer shall meet the redemption conditions
After the redemption, it shall be disclosed in time to specify whether to exercise the redemption
Right.
Where the issuer decides to exercise the redemption right, it shall disclose the redemption right
Reply to the announcement to clarify the redemption period, procedure and price
And disclose the redemption settlement after the end of the redemption period
Fruit announcement.
If the issuer decides not to exercise the redemption right, it has agreed to do so in accordance with the provisions in the prospectus of the securities exchange
The relevant contents of the redemption terms shall not be exercised again within the time limit specified by the exchange.
Right back.
Where the issuer decides to exercise or not to exercise the redemption right,
It shall also fully disclose its actual controllers and controlling shares
Shareholders and directors holding more than 5% of shares
The supervisors and senior managers shall, before the redemption conditions are met
The trading of the convertible bonds within six months of the above
The main body should cooperate.
Article 15 the issuer shall meet the conditions for resale
The resale announcement shall be disclosed after November 11 to clarify the period of resale and the period of resale in the prospectus
Order, price, etc., and put forward the resale terms after the end of the resale period.
Disclosure of resale results announcement.
Article 16 issuing convertible bonds to unspecified objects
The issuer shall engage a trustee for the holders of convertible bonds
The custodian and entered into a convertible bond trustee, and the co issuer has been the convertible bond issuer of this issuance
Discussion. Where convertible bonds are issued to a specific object, the issuer's corporate bonds employ Minsheng securities as its agent
12. It shall stipulate in the prospectus that the trustee of convertible bonds shall be the bond trustee, and shall be consistent with Minsheng
