Stock Code: 603055 stock abbreviation: Zhe Jiang Taihua New Material Co.Ltd(603055) Announcement No.: 2021-106 Zhe Jiang Taihua New Material Co.Ltd(603055)
Announcement on public issuance of convertible corporate bonds
Sponsor (lead underwriter): Citic Securities Company Limited(600030)
The board of directors and all directors of the company guarantee that there are no false records, misleading statements or major omissions in the contents of the announcement, and bear individual and joint liabilities for the authenticity, accuracy and completeness of the contents.
hot tip
Zhe Jiang Taihua New Material Co.Ltd(603055) (hereinafter referred to as " Zhe Jiang Taihua New Material Co.Ltd(603055) " or "issuer", "company") and Citic Securities Company Limited(600030) (hereinafter referred to as " Citic Securities Company Limited(600030) " or "sponsor (lead underwriter)") (in accordance with the securities law of the people's Republic of China, the measures for the Administration of securities issuance by listed companies, the measures for the administration of securities issuance and underwriting (CSRC order [No. 144]) Detailed rules for the implementation of convertible corporate bonds issued by listed companies of Shanghai Stock Exchange (revised in 2018) (SZF [2018] No. 115) (hereinafter referred to as the "detailed rules"), guidelines for securities issuance and listing business of Shanghai Stock Exchange (revised in 2018) (SZF [2018] No. 42), and Organize and implement the public issuance of convertible corporate bonds (hereinafter referred to as "convertible bonds" or "Taiwan 21 convertible bonds") in accordance with the relevant provisions of the guidelines for securities issuance and underwriting business of Shanghai Stock Exchange No. 2 - securities issuance and listing business of listed companies.
The convertible corporate bonds issued to the public will be preferentially placed to the original shareholders registered by China Securities Depository and Clearing Co., Ltd. Shanghai Branch (hereinafter referred to as "China Securities Depository and clearing Shanghai Branch") after the closing of the market on the equity registration date (December 28, 2021, t-1), and the balance after the priority placement of the original shareholders (including the part where the original shareholders give up the priority placement) is sold online to the public investors through the trading system of Shanghai Stock Exchange (hereinafter referred to as "Shanghai Stock Exchange"). Investors are requested to carefully read this announcement and the implementation rules published on the website of Shanghai Stock Exchange (www.sse. Com.. CN).
1、 Key issues for investors
Important tips on the issuance process, subscription, payment and disposal of investors' abandonment are as follows: 1. Special concerns of the original shareholders' priority placement
(1) The preferred placement of the original shareholders is carried out through online subscription. The issuance of convertible bonds gives priority to the placement of securities to the original shareholders, and there is no distinction between tradable shares with limited sale conditions and tradable shares. In principle, the original shareholders are placed through online subscription through the trading system of Shanghai stock exchange, and the settlement and securities registration are carried out by China Clearing Shanghai Branch. The original shareholders are allocated All securities are negotiable securities with unlimited sales conditions.
There is no offline placement by the original shareholders in this issuance.
The preferred placing date and payment date of the original shareholders of this offering are December 29, 2021 (t day). The preferred subscription of all the original shareholders (including restricted share shareholders) is conducted through the trading system of Shanghai Stock Exchange. The subscription time is 9:30-11:30 and 13:00-15:00 on December 29, 2021 (t day). The placing code is "753055", and the placing is referred to as "Taihua bond distribution".
(2) Adjustment of the actual placing proportion of the original shareholders. The preferred placing proportion of the original shareholders disclosed in this announcement is 0.000691 hands / share, which is the expected number. If the number of shares of the company that can participate in the placement changes as a result of the change in the preferred placing proportion as of the equity registration date (t-1 date) of this issuance of convertible bonds, the issuer and the recommendation institution (lead underwriter) will change on the Subscription Date The announcement on the adjustment of the preferred placement proportion of the original shareholders shall be disclosed before (t day). The original shareholders shall determine the placement quantity of convertible bonds according to the actual placement proportion disclosed in the announcement, and the investors shall carefully check the distributable balance of "Taiwan China bond distribution" in their securities accounts after the closing of the equity registration day, and make corresponding capital arrangements.
If the effective subscription amount of the original shareholder exceeds the total amount of priority subscription, the subscription shall be invalid. If the effective subscription amount of the original shareholder is less than the subscription limit (including the subscription limit), the actual subscription amount shall prevail.
(3) The issuer has a total share capital of 868873216 shares, of which 894188 shares held in the special account for repurchase by the issuer do not enjoy the preemptive placement right of the original shareholders, that is, the total share capital enjoying the preemptive placement right of the original shareholders is 867979028 shares. Calculated according to the preemptive placement proportion of this issuance, the maximum amount of convertible bonds that the original shareholders can preemptively subscribe is 600000.
2. The priority placement date and online subscription date of the original shareholders of this issuance are December 29, 2021 (t day), and the online subscription time is 9:30-11:30 and 13:00-15:00 on t day. Offline issuance will not be arranged. The original shareholders and public investors do not need to pay subscription funds when participating in the online subscription of the balance after priority placement on December 29, 2021 (t day).
3. 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 the investor does not comply with the industrial regulatory requirements and applies for purchase beyond the corresponding asset scale or capital scale, the recommendation institution shall (the lead underwriter) has the right to determine that the investor's subscription is invalid. The investors participating in the online subscription shall independently express their subscription intention and shall not fully entrust the securities company to apply for the subscription on their behalf. For the investors participating in the online subscription, the securities company shall not declare the cancellation of the designated transaction and the cancellation of the corresponding securities account before the successful subscription capital settlement date (including T + 3 days).
4. On December 30, 2021 (T + 1), the issuer and the recommendation institution (lead underwriter) will announce the online winning rate and priority placement results of this offering on Shanghai Securities News. When the total amount of effective subscription is greater than the final online issuance, the offering results will be determined by lottery. December 30, 2021 (T + 1 day), according to the online winning rate of this offering, under the notarization of the notary department, the sponsor (lead underwriter) and the issuer jointly organize lottery.
5. 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 Zhe Jiang Taihua New Material Co.Ltd(603055) public issuance of convertible corporate bonds (hereinafter referred to as the announcement of online winning results), and ensure that its capital account is on December 31, 2021 On (T + 2) day, there will always be sufficient subscription funds to subscribe for one hand or one hand of integral multiple convertible bonds after winning the lot. The investor's payment shall comply with the relevant provisions of the securities company where the investor belongs. If the investor's subscription funds are insufficient, the insufficient part shall be deemed to give up the subscription, and the consequences and relevant legal liabilities arising therefrom shall be borne by the investor. According to the Shanghai Branch of China Clearing Corporation According to the relevant regulations of the company, the minimum unit to give up subscription is 1 hand. The part that online investors give up subscription shall be underwritten by the sponsor (lead underwriter).
6. 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 issue, The issuer and the recommendation institution (lead underwriter) will negotiate whether to take measures to suspend the issuance, and report to the China Securities Regulatory Commission in time. If the issuance is suspended, the reasons for the suspension will be announced, and the issuance will be restarted at an appropriate time within the validity period of the approval. The convertible corporate bonds issued this time will be underwritten by the recommendation institution (lead underwriter) in the form of balance underwriting, and the recommendation institution (lead underwriter) shall be responsible for the balance underwriting of the part with the subscription amount less than 600 million yuan. The underwriting base is 600 million yuan. The recommendation institution (lead underwriter) shall determine the final placement result and underwriting amount according to the online capital arrival, and the recommendation institution shall In principle, the underwriting ratio of (lead underwriter) shall not exceed 30% of the total amount of this issuance, that is, in principle, the maximum underwriting amount is 180 million yuan. When the underwriting ratio exceeds 30% of the total amount of this issuance, the sponsor shall (the lead underwriter) will start the internal underwriting risk assessment procedure, continue to perform the issuance procedure or take measures to suspend the issuance after reaching an agreement with the issuer, and report to the CSRC in a timely manner. If the issuance is suspended, it will announce the reasons for the suspension of the issuance, and will choose an opportunity to restart the issuance within the validity period of the approval.
7. When online investors have won the lottery three times in a row but failed to pay in full within 12 months, 6 months from the next day after CSDCC Shanghai branch receives the purchase abandonment declaration (calculated as 180 natural days, including the next day) shall not participate in the subscription of new shares, depositary receipts, convertible corporate bonds and exchangeable corporate bonds. The number of times of abandonment of subscription shall be calculated according to the number of times of new shares, depositary receipts, convertible corporate bonds and exchangeable corporate bonds actually abandoned by investors.
The situation of abandoning subscription shall be judged by the investor as a unit. 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.
8. The proprietary account of the sponsor (lead underwriter) of this offering shall not participate in the subscription.
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.
10. The credit rating of convertible bonds may be lowered due to factors such as the issuer's operation and management or financial status, which will then affect the bond market transaction price of convertible bonds. Investors shall pay attention to the tracking rating report of convertible bonds.
11. The trading price of convertible bonds in the secondary market is affected by multiple factors such as the stock price of listed companies, conversion price, redemption and resale terms, market interest rate, coupon rate and market expectation. The fluctuation situation is more complex. It may fall below the issuance price, fluctuate sharply, deviate from the investment value, or even the trading price is lower than the par value. Investors should pay attention to relevant risks.
12. All convertible corporate bonds issued this time are converted into shares from new shares.
2、 The convertible bonds issued this time are divided into two parts
1. Preferential placement shall be implemented to the original shareholders registered after the closing of the stock market on the equity registration date (December 28, 2021, t-1).
(1) The preferential subscription of the original shareholders is carried out through the trading system of Shanghai Stock Exchange. The placement is referred to as "Taihua bond distribution" for short, and the placement code is "753055". The number of convertible bonds that the original shareholders can preferentially place is on the equity registration date (2021)
After the closing of the market on December 28, 2004 (t-1), the number of shares of the issuer registered in the register shall be calculated according to the proportion of placing convertible bonds of RMB 0.691 per share, and then converted into the number of hands at the rate of RMB 1000 per hand. Each hand is a subscription unit, that is, placing convertible bonds of RMB 0.000691 per share.
The original shareholders may decide the actual amount of convertible bonds subscribed according to their own conditions.
(2) If the " Zhe Jiang Taihua New Material Co.Ltd(603055) " shares held by the original shareholders are deposited in two or more securities business departments, the number of hands that can be subscribed shall be calculated based on the shares deposited in each business department, and the allotment and subscription must be carried out in the corresponding securities business department in accordance with the allotment business guidelines of the registration company.
(3) In addition to participating in the priority placement, the original shareholders can also participate in the online subscription of the balance after the priority placement.
2. Public investors participate in online issuance through the trading system of Shanghai Stock Exchange. The online subscription is referred to as "Taihua bond issuance" for short, and the subscription code is "754055". The minimum subscription quantity of each securities account is 1 hand (10 pieces, 1000 yuan). If more than 1 hand, it must be an integral multiple of 1 hand. The maximum subscription quantity of each account is 1000 hands (10000 pieces, 1 million yuan). If the upper limit of the subscription is exceeded, the subscription is invalid. 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 of Taiwan 21 convertible bonds, and if the investor uses the same securities account to participate in the subscription of Taiwan 21 convertible bonds for many times, the first subscription of the investor shall be valid The remaining subscriptions are invalid.
Important content tips
1. Zhe Jiang Taihua New Material Co.Ltd(603055) the public offering of convertible corporate bonds has been approved by the China Securities Regulatory Commission in document zjxk [2021] No. 2109. The A-share convertible corporate bonds issued this time are referred to as "tai21 convertible bonds" for short, and the bond code is "113638".
2. This issuance of 600 million yuan of convertible bonds, with a face value of 100 yuan each, totaling 6000000 pieces and 600000 hands.
3. The convertible bonds issued in this public offering shall be preferentially placed to the original shareholders registered by the issuer after the closing of the stock market on the equity registration date (December 28, 2021, t-1). The balance after the priority placement of the original shareholders (including the part that the original shareholders give up the priority placement) shall be sold online to the public investors through the Shanghai Stock Exchange trading system.
4、 The number of Taiwan 21 convertible bonds that the original shareholders can give priority to placing is the number of shares they hold Zhe Jiang Taihua New Material Co.Ltd(603055) registered after the closing of the stock market on the equity registration date (December 28, 2021, t-1). The amount of convertible bonds that can be placed is calculated according to the proportion of convertible bonds with a face value of RMB 0.691 per share, and then converted into the number of hands at the proportion of RMB 1000 / hand, each hand (10 sheets) is a subscription unit. The original shareholders can decide the actual number of convertible bonds subscribed according to their own conditions.
The preferred placement of the original shareholders of the issuer is carried out through the trading system of Shanghai Stock Exchange. The placement is referred to as "Taihua bond distribution" for short, and the placement code is "753055".
