Securities code: 300863 securities abbreviation: Ningbo Kbe Electrical Technology Co.Ltd(300863) Announcement No.: 2021-088
Ningbo Kbe Electrical Technology Co.Ltd(300863)
Gem issues convertible corporate bonds to unspecified objects
Issue suggestive announcement
Sponsor (lead underwriter):
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
Ningbo Kbe Electrical Technology Co.Ltd(300863) (hereinafter referred to as ” Ningbo Kbe Electrical Technology Co.Ltd(300863) “, “company” or “issuer”) and Minsheng Securities Co., Ltd. (hereinafter referred to as “sponsor (lead underwriter)”, “lead underwriter” or “Minsheng securities”) in accordance with the measures for the administration of securities issuance and underwriting (CSRC order [No. 144]) and the measures for the administration of securities issuance registration of companies listed on GEM (for Trial Implementation) (CSRC order [No. 168]), detailed rules for the implementation of convertible corporate bond business of Shenzhen Stock Exchange (revised in December 2018) (hereinafter referred to as “detailed rules”), rules for the listing of shares on the gem of Shenzhen Stock Exchange, detailed rules for the implementation of securities issuance and underwriting business of companies listed on the gem of Shenzhen Stock Exchange, and Relevant provisions such as the guidelines for business handling of companies listed on the gem No. 8 – issuance of convertible corporate bonds to unspecified objects issue convertible corporate bonds to unspecified objects (hereinafter referred to as “Kabei convertible bonds” or “convertible bonds”).
The convertible corporate bonds issued this time will be issued to the issuer after the closing of the market on the equity registration date (December 24, 2021, t-1). China Securities Depository and Clearing Co., Ltd. Shenzhen Branch (hereinafter referred to as “China Securities Depository and Clearing Co., Ltd. Shenzhen Branch” or “Registration Company”) ）The registered original shareholders shall give priority to placing, and the balance after the original shareholders give priority to placing (including the part that the original shareholders give up priority to placing) shall be issued to public investors online through the trading system of Shenzhen Stock Exchange (hereinafter referred to as “Shenzhen Stock Exchange”). Investors are required to carefully read this announcement and the website of Shenzhen Stock Exchange（ http://www.szse.cn. ）Promulgated implementation rules.
The specific matters in the issuance process, subscription, payment and other links of this issuance are as follows. Please pay attention to:
1、 The priority placement date of the original shareholders of this offering and the online subscription date are December 27, 2021 (t day), and 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 on t day, they shall pay in full according to the number of convertible bonds preferentially placed within their priority placement quota. The original shareholders and public investors shall pay in full on December 27, 2021 (t day) there is no need to pay the subscription fund for 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, and the subscription shall not be revoked once confirmed. 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, The company shall fulfill the obligation of capital settlement in accordance with the announcement of online winning results of issuing convertible corporate bonds to unspecified objects on the Ningbo Kbe Electrical Technology Co.Ltd(300863) gem (hereinafter referred to as the announcement of online winning results), and ensure that its capital account is opened on December 29, 2021 There will always be sufficient subscription funds on (T + 2) day, and the transfer of investors’ funds shall comply with the relevant provisions of the securities company where the investors are located. If the subscription funds of online investors 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. The part that online investors give up the subscription shall be underwritten by the sponsor (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 issue; 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 sponsor (lead underwriter) negotiate whether to suspend this issuance and report to the Shenzhen Stock Exchange in time. If the issuance is suspended, the issuer will disclose the reasons for the suspension and subsequent arrangements and restart the issuance at the right time.
6、 The part of the subscription amount of this issuance less than 279 million yuan shall be underwritten by the sponsor (lead underwriter) (the lead underwriter) shall determine the final placement result and underwriting amount according to the online capital arrival. The underwriting base is 279 million yuan, and the underwriting proportion shall not exceed 30% of the total amount of this offering in principle, that is, in principle, the maximum underwriting amount is 83.7 million yuan. When the actual underwriting proportion exceeds 30% of the total amount of this offering, the sponsor shall (lead underwriter) will start the internal underwriting risk assessment procedure, continue to perform the issuance procedure or take suspension measures after reaching an agreement with the issuer, and report to the Shenzhen Stock Exchange in a timely manner. If it is determined to take suspension measures, the sponsor shall (lead underwriter) and the issuer will timely report to the Shenzhen Stock Exchange, announce the reasons for suspension of issuance, and will choose an opportunity to restart the issuance within the validity period of the approval.
7. If the investor has won the lottery for 3 times but failed to pay in full within 12 consecutive months, he shall not participate in the subscription of new shares, depositary receipts, convertible bonds and exchangeable bonds on the Internet 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.
No guarantee is provided for this issuance of convertible bonds. The company did not provide guarantee measures for the issuance of convertible bonds. If there are events that have a significant negative impact on the company’s operation and management and solvency during the existence of convertible bonds, the convertible bonds may increase the cashing risk due to the failure to provide guarantee.
8. The self operated account of the sponsor (lead underwriter) of this offering shall not participate in this subscription.
9. The convertible bonds issued this time are all new shares.
10. Investors must fully understand the relevant laws and regulations on the issuance of convertible 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 bonds, and prudently participate in the subscription of convertible 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
Ningbo Kbe Electrical Technology Co.Ltd(300863) the issuance of convertible corporate bonds on the gem to unspecified objects has been approved for registration by China Securities Regulatory Commission (hereinafter referred to as “CSRC”) zjxk [2021] No. 3290. The code of the convertible bonds issued this time is “123134”, and the bonds are referred to as “Kabei convertible bonds”. The suggestive announcement of the prospectus issued this time It has been published in Shanghai Securities Journal and securities times on December 23, 2021 (T-2). Investors can also go to cninfo.com（ http://www.cn.i nfo. C o M.C n) query the full text of the prospectus and relevant materials of the offering. The issuance scheme of this issuance is as follows:
1. A total of 27900000 card times convertible bonds with a face value of RMB 100 each are issued at face value.
2、 The convertible bonds issued this time will be issued to the Issuer on the equity registration date (December 24, 2021, t-1) after the closing of the market, the original shareholders registered in the register will give priority to placing, and the placing proportion is about 99.9999% of the total amount of convertible bonds issued this time. The balance of the convertible bonds other than the original shareholders’ priority allocation and after-sales and the part of the original shareholders giving up the priority allocation and after-sales will be issued online through the trading system of Shenzhen Stock Exchange.
3、 The number of convertible bonds that can be preferentially placed by the original shareholders is the holding ” Ningbo Kbe Electrical Technology Co.Ltd(300863) ” registered after the closing of the market on the equity registration date (December 24, 2021 (t-1)) The number of shares is based on the proportion of placing convertible bonds of RMB 5.0516 per share, and converted into the number of convertible bonds at RMB 100 / piece. The preferred placement of this issue to the original shareholders adopts online placement, and the preferred subscription of the original shareholders is carried out through the system of Shenzhen Stock Exchange. The placement code is “380863”, and the placement is referred to as “card times bond distribution”. In addition to participating in the priority placement, the original shareholders can also participate in the subscription of the balance after the priority placement. The issuer has a total share capital of 55230000 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 2789998, accounting for about 99.9999% of the total amount of convertible bonds issued this time.
If the online placement is less than one, it shall be in accordance with the business guide for securities issuers of China Securities Depository and Clearing Corporation Limited Shenzhen Branch (hereinafter referred to as the business guide for securities issuers of China Securities Depository and Clearing Corporation Limited Shenzhen Branch) of China Securities Depository and Clearing Corporation Limited Shenzhen Branch (hereinafter referred to as the business guide for securities issuers of China Securities Depository and Clearing Corporation Limited 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 the shares are allocated.
4. The balance other than the preferential placement of the original shareholders and the part of the original shareholders giving up the preferential placement after-sales shall be issued online through the trading system of Shenzhen Stock Exchange. If the subscription amount of this offering is less than 279 million yuan, it shall be underwritten by the recommendation institution (lead underwriter), and the underwriting base is 279 million yuan. The recommendation institution (lead underwriter) shall determine the final placement result and underwriting amount according to the online capital arrival In principle, the underwriting ratio of (lead underwriter) shall not exceed 30% of the total amount of this issuance, that is, not more than 83.7 million yuan in principle. 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 and decide whether to suspend this issuance through consultation with the issuer. If it is determined to continue to perform the issuance procedure, the recommendation institution shall (lead underwriter) will adjust the final underwriting proportion; if the issuance is suspended, the issuer and the recommendation institution (lead underwriter) will timely report to Shenzhen Stock Exchange, announce the reasons for the suspension of issuance, and choose an opportunity to restart the issuance within the validity period of the approval.
5. Public investors participate in the subscription through the trading system of Shenzhen Stock Exchange. The subscription code is “370863”, and the subscription is referred to as “Kabei bond issuance”. The minimum subscription quantity of each account is 10 sheets (1000 yuan), and each 10 sheets is a subscription unit. If there are more than 10 sheets, it must be an integral multiple of 10 sheets, and the maximum subscription limit of each account is 10000 sheets (1 million yuan), the excess part is invalid subscription. An investor participating in the online subscription of convertible bonds can only use one securities account. If the same investor uses multiple securities accounts to participate in the subscription, or if the investor uses the same securities account to participate in the subscription for many times, the first subscription of the investor shall be valid subscription, and the other subscriptions shall be invalid subscription.
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 does not comply with the regulatory requirements of the industry, the investor’s subscription shall be invalid. The investor shall independently express the intention of subscription and shall not fully entrust a securities company to subscribe on his behalf.
6. The registration date of priority placement to the original shareholders of the issuer is December 24, 2021 (t-1). After the market closes, all shareholders of the issuer registered in the registered company can participate in the priority placement.
7. The preferred placement and online subscription time of this offering is 9:15-11:30 and 13:00-15:00 on December 27, 2021 (t day). When the original shareholders participate in the preferred placement on December 27, 2021, they shall pay the full amount of funds according to the number of convertible bonds preferentially placed within their preferred allocation quota. Public investors do not need to pay the subscription funds when they make online subscription on December 27, 2021.
8. After winning the lottery for the purchase of convertible bonds, online investors shall report to the non investors according to the Ningbo Kbe Electrical Technology Co.Ltd(300863) gem
