Stock abbreviation: Gl Tech Co.Ltd(300480) securities code: 300480 listing place: Shenzhen Stock Exchange Gl Tech Co.Ltd(300480)
GL TECH Co.,Ltd.
(No. 10, Changchun Road, high tech Development Zone, Zhengzhou City, Henan Province)
Demonstration and analysis report on the scheme of issuing convertible corporate bonds to unspecified objects
December, 2001
Section I necessity of securities issuance and variety selection
Gl Tech Co.Ltd(300480) (hereinafter referred to as “the company” or “the issuer”) is a company listed on the growth enterprise market of Shenzhen Stock Exchange. In order to meet the capital needs of the company’s development, expand the company’s business scale, enhance the company’s R & D ability and comprehensive competitiveness, and improve its profitability, the company takes into account its own actual situation, in accordance with the company law of the people’s Republic of China (hereinafter referred to as “the company”)“ The companies act) The securities law of the people’s Republic of China (hereinafter referred to as the “Securities Law”) and the measures for the administration of securities issuance registration of companies listed on the gem (for Trial Implementation) (hereinafter referred to as the “measures for the administration of registration”) and other relevant provisions intend to issue convertible corporate bonds (hereinafter referred to as “this issuance”) to unspecified objects; convertible corporate bonds are hereinafter referred to as “Convertible bonds”).
1、 Types of securities issued this time
The type of securities issued this time is convertible corporate bonds that can be converted into company shares. The convertible corporate bonds and future convertible stocks will be listed on the Shenzhen Stock Exchange.
2、 The necessity of this issuance of securities and its variety selection
The investment projects raised by issuing convertible corporate bonds to unspecified objects have been carefully demonstrated by the company. The implementation of the project is conducive to further improving the company’s core competitiveness and enhancing the company’s sustainable development ability, For detailed analysis, see the feasibility analysis report on the use of funds raised by issuing convertible corporate bonds to unspecified objects published on cninfo.com, the gem information disclosure website designated by the CSRC on the same day.
Section II appropriateness of the selection scope, quantity and standard of the issuing object I. appropriateness of the selection scope of the issuing object
The specific issuance method of convertible corporate bonds shall be determined by the board of directors authorized by the general meeting of shareholders and the sponsor (lead underwriter). The issuance objects of convertible corporate bonds are natural persons, legal persons, securities investment funds and other investors in accordance with the law who hold the securities account of China Securities Depository and Clearing Co., Ltd. Shenzhen Branch (except those prohibited by national laws and regulations).
The convertible corporate bonds issued this time are subject to priority placement to the original shareholders of the company, and the original shareholders have the right to waive the priority placement right. The specific proportion of priority placement to the original shareholders shall be determined by the board of directors authorized by the general meeting of shareholders according to the specific conditions at the time of issuance, and shall be disclosed in the issuance announcement of this issuance.
The balance other than the preferential placement of the original shareholders and the part of the original shareholders who give up the preferential distribution and after-sales shall be issued through the online pricing of the trading system of Shenzhen Stock Exchange, or by the combination of offline sale to institutional investors and online pricing issuance through the trading system of Shenzhen Stock Exchange, and the balance shall be underwritten by the lead underwriter.
The selection scope of the offering object complies with the provisions of relevant laws, regulations and normative documents of China Securities Regulatory Commission and Shenzhen Stock Exchange, and the selection scope is appropriate. 2、 Appropriateness of the number of objects to be issued this time
The issuing objects of convertible corporate bonds are natural persons, legal persons, securities investment funds and other investors in compliance with laws and regulations holding the securities account of Shenzhen Branch of China Securities Depository and Clearing Co., Ltd. (except those prohibited by national laws and regulations).
The standards of the issuing objects comply with the relevant laws, regulations and normative documents of the CSRC and Shenzhen Stock Exchange, and the number of issuing objects is appropriate. 3、 Appropriateness of standards for the issuing object
The object of this convertible bond issuance shall have certain risk identification ability and risk bearing ability, and have corresponding capital strength.
The standards of the issuing object shall comply with the relevant provisions of the registration management measures and other relevant laws, regulations and normative documents, and the standards of the issuing object shall be appropriate. Section III rationality of the pricing principles, basis, methods and procedures of this issuance I. The pricing principles of this issuance are reasonable
After obtaining the decision of China Securities Regulatory Commission (hereinafter referred to as “CSRC”) on Approving the registration of this offering, the company will determine the issuance period after consultation with the sponsor (lead underwriter). The pricing principle of this offering is as follows:
(i) Bond coupon 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 submitted to the general meeting of shareholders of the company to authorize the board of directors of the company to negotiate with the sponsor (lead underwriter) before issuance according to national policies, market conditions and specific conditions of the company.
（2） Determination and adjustment of conversion price
1. Determination of initial conversion price
The initial conversion price of the convertible corporate bonds issued this time shall not be lower than the average trading price of the company’s shares 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 the company’s shares on the previous trading day, and shall not be lower than the audited net assets per share and par value of shares in the latest period. The specific initial conversion price shall be submitted to the major shareholders of the company The board of directors authorizes the board of directors of the company to negotiate and determine with the sponsor (lead underwriter) according to the specific situation of the market and the company before the issuance.
The average trading price of the company’s shares in the first twenty trading days = the total trading volume of the company’s shares in the first twenty trading days / the total trading volume of the company’s shares in the twenty trading days;
The average trading price of the company’s shares on the previous trading day = the total trading volume of the company’s shares on the previous trading day / the total trading volume of the company’s shares on that day.
2. Adjustment method and calculation formula of conversion price
After this issuance, when the company distributes stock dividends, converts to increase share capital and issues additional new shares (excluding cases, the conversion price will be adjusted according to the following formula (retain two decimal places and round the last one): distribute stock dividends or converts to increase 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 conversion price before adjustment, n is the ratio of share giving or conversion to share capital, K is the ratio of additional shares or allotment, a is the price of additional shares or allotment, D is the cash dividend per share, and P1 is the conversion price after adjustment.
When the above shares and / or shareholders’ equity changes, the company will adjust the conversion price in turn, publish the announcement of conversion price adjustment on the information disclosure media of listed companies designated by the CSRC, and specify the date of conversion price adjustment Adjustment method and suspension of share conversion period (if necessary). When the date of share conversion price adjustment is on or after the application date for share conversion of the holders of convertible corporate bonds issued this time and before the registration date of conversion shares, the holder’s application for share conversion shall be executed according to the adjusted share conversion price of the company.
When the company’s share repurchase, merger, division or any other circumstances may change the class, number and / or shareholders’ equity of the company’s shares, which may affect the creditor’s rights and interests of the holders of convertible corporate bonds issued this time or the derivative rights and interests converted into shares, the company will, according to the specific circumstances, act in a fair and just manner The conversion price shall be adjusted according to the principle of fairness and the principle of fully protecting the rights and interests of the holders of convertible corporate bonds issued this time. The adjustment contents and operation methods of the conversion price will be formulated in accordance with the relevant national laws and regulations and the relevant provisions of the securities regulatory authorities at that time.
2、 Rationality of pricing basis for this offering
The initial conversion price of the convertible corporate bonds issued this time shall not be lower than the average trading price of the company’s shares 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 the company’s shares on the previous trading day, and shall not be lower than the audited net assets per share and par value of shares in the latest period. The specific initial conversion price shall be submitted to the major shareholders of the company The board of directors authorizes the board of directors of the company to negotiate and determine with the sponsor (lead underwriter) according to the specific situation of the market and the company before the issuance.
The average trading price of the company’s shares in the first twenty trading days = the total trading volume of the company’s shares in the first twenty trading days / the total trading volume of the company’s shares in the twenty trading days; The average trading price of the company’s shares on the previous trading day = the total trading volume of the company’s shares on the previous trading day / the total trading volume of the company’s shares on that day.
The pricing basis of this offering complies with the relevant provisions of registration management measures and other relevant laws, regulations and normative documents, and the pricing basis of the offering is reasonable.
3、 The pricing methods and procedures for this offering are reasonable
The pricing methods and procedures for the issuance of convertible bonds to unspecified objects are in accordance with the relevant provisions of laws and regulations such as the registration management measures. The company has convened the board of directors to review and approve the matters related to the issuance of convertible bonds, and disclosed the relevant announcements on the gem information disclosure website cninfo designated by the CSRC, which will be submitted to the general meeting of shareholders of the company for deliberation.
The pricing methods and procedures of this offering comply with the relevant provisions of laws, regulations and normative documents such as the registration management measures, and the pricing methods and procedures of this offering are reasonable.
To sum up, the pricing principles, basis, methods and procedures of this offering comply with the requirements of relevant laws, regulations and normative documents, and the compliance is reasonable.
Section IV feasibility of this issuance
The company raised funds by issuing convertible corporate bonds to unspecified objects, which meets the relevant issuance conditions stipulated in the securities law and the measures for the administration of registration.
1、 This issuance complies with the provisions of the measures for the administration of registration on the issuance of convertible bonds
(i) The company has a sound and well functioning organization
The company has established the general meeting of shareholders, the board of directors, the board of supervisors and relevant operating institutions in strict accordance with the requirements of the company law, the securities law and other relevant laws, regulations and normative documents, and has a sound corporate governance structure. The issuer has established and improved the management system of each department. The general meeting of shareholders, the board of directors and the board of supervisors exercise their respective rights and perform their respective obligations in accordance with the provisions of the company law, the articles of association and various working systems of the company.
The company complies with the provisions of Article 13 “(I) having a sound and well functioning organization” of the registration management measures.
（2） The average distributable profits in the last three years are sufficient to pay one year’s interest on corporate bonds
In 2018, 2019 and 2020, Net profit attributable to owners of parent company (calculated based on the lower one before and after deducting non recurring profits and losses) are 37.7435 million yuan, 46.2326 million yuan and 51.1652 million yuan respectively, and the average three-year distributable profit is 45.0471 million yuan. The issuance of convertible corporate bonds to unspecified objects is calculated as the raised capital of 400 million yuan. With reference to the recent issuance interest rate level of convertible corporate bond market and through reasonable estimation, the company’s recent The three-year average distributable profit is sufficient to pay one-year interest on convertible corporate bonds.
The company complies with Article 13 of the measures for the administration of registration “(II) the average distributable profits in the last three years are sufficient to pay one year’s interest on corporate bonds”.
（3） Have reasonable asset liability structure and normal cash flow
On December 31, 2018, December 31, 2019, December 31, 2020 and September 30, 2021, the company’s asset liability ratios were 12.24%, 16.40%, 16.68% and 20.26% respectively, and the asset liability structure was reasonable.
In 2018, 2019, 2020 and January September 2021, the net cash flow generated from the company’s operating activities were RMB 7.769 million, RMB 57.8423 million, RMB 49.8906 million and RMB 41.4192 million respectively.
The company complies with the provisions of Article 13 “(III) having a reasonable asset liability structure and normal cash flow” of the registration management measures.
（4） The current directors, supervisors and senior managers meet the job requirements stipulated by laws and administrative regulations
The current directors, supervisors and senior managers of the company are qualified, can faithfully and diligently perform their duties, have not committed any act in violation of articles 148 and 149 of the company law, and have not been subject to administrative punishment by the CSRC in the last 36 months or public condemnation by the stock exchange in the last 12 months.
The company complies with the provisions of Article 9 of the measures for the administration of registration “(II) the current directors, supervisors and senior managers meet the job requirements stipulated by laws and administrative regulations”.
（5） It has a complete business system and the ability to operate independently directly facing the market, and there is no situation that has a significant adverse impact on sustainable operation
The company’s personnel, assets, finance, organization and business are independent, can operate and manage independently, has a complete business system and the ability to operate independently directly facing the market, and there is no situation that has a significant adverse impact on the sustainable operation.
The company complies with the provisions of Article 9 of the measures for the administration of registration “(III) it has a complete business system and the ability to operate independently directly facing the market, and there is no situation that has a significant adverse impact on its continuous operation”.
（6） The basic work of accounting is standardized, the internal control system is sound and effectively implemented, the preparation and disclosure of financial statements comply with the accounting standards for business enterprises and relevant information disclosure rules, and fairly reflect the financial status, operating results and cash flow of the listed company in all major aspects. The financial and accounting reports of the last three years have been issued with unqualified audit reports
