Securities code: Poco Holding Co.Ltd(300811) securities abbreviation: Poco Holding Co.Ltd(300811) Announcement No.: 2022006 Poco Holding Co.Ltd(300811)
Issue convertible corporate bonds to unspecified objects
Suggestive announcement of prospectus
Sponsor (co lead underwriter): Founder Securities Co.Ltd(601901) underwriting sponsor Co., Ltd
Co lead underwriter: Gf Securities Co.Ltd(000776)
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.
Poco Holding Co.Ltd(300811) (hereinafter referred to as ” Poco Holding Co.Ltd(300811) ” or “issuer”, “company” and “the company”) issued 430 million yuan of convertible corporate bonds (hereinafter referred to as “this issuance”) to unspecified objects, which has been approved and registered by the China Securities Regulatory Commission in the document of CSRC license [2022] No. 121.
In accordance with the securities law, the measures for the administration of securities issuance and underwriting (CSRC order [No. 144]), the measures for the administration of securities issuance registration of companies listed on the gem (for Trial Implementation) (CSRC order [No. 168]), and the detailed rules for the implementation of convertible corporate bond business of Shenzhen Stock Exchange (hereinafter referred to as the “detailed rules”) Convertible corporate bonds (hereinafter referred to as “convertible bonds”) are issued in accordance with the relevant provisions of “section III issuance of convertible corporate bonds to unspecified objects” in “Chapter III refinancing, M & A and reorganization” of the guidelines for self-regulation of companies listed on the gem of Shenzhen Stock Exchange No. 1 – business handling “.
The platinum convertible bonds issued this time are placed preferentially to the original shareholders registered by China Securities Depository and Clearing Co., Ltd. Shenzhen Branch (hereinafter referred to as “CSDCC Shenzhen Branch”) after the closing of the market on the equity registration date (March 10, 2022, t-1), The balance after the preferential placement of the original shareholders (including the part that the original shareholders give up the preferential placement) is issued to the public investors online through the trading system of Shenzhen Stock Exchange (hereinafter referred to as “Shenzhen Stock Exchange”). Investors who participate in online subscription application should carefully read the announcement of Poco Holding Co.Ltd(300811) issuing convertible corporate bonds to unspecified objects and the website of Shenzhen Stock Exchange (www.szse. CN) The promulgated implementation rules.
The full text of the prospectus for convertible corporate bonds issued to unspecified objects and relevant materials can be found on http://www.cn.info.com.cn Query.
1、 Basic information of this offering
1. Types of securities issued
The type of securities issued this time is convertible corporate bonds that can be converted into A-Shares of the company. The convertible bonds and the company’s shares converted by the convertible bonds in the future will be listed on Shenzhen Stock Exchange.
2. Issuance scale and quantity
The total amount of funds raised by the proposed issuance of convertible bonds is RMB 430 million, and the number of issued bonds is 4300000.
3. Face value and issue price
The face value of each convertible bond issued this time is RMB 100, which is issued at face value.
4. Bond term
The term of the convertible bonds issued this time is six years from the date of issuance, i.e. from March 11, 2022 (t day) to March 10, 2028.
5. Coupon rate
0.40% in the first year, 0.60% in the second year, 1.20% in the third year, 1.80% in the fourth year, 2.50% in the fifth year and 3.00% in the sixth year.
6. Method and term of repayment of principal and interest
The convertible bonds issued this time adopt the interest payment method of paying interest once a year, and return the principal and interest of the last year when due.
(1) Annual interest calculation
Annual interest refers to the current interest enjoyed by the holders of convertible corporate bonds for each full year from the first date of issuance of convertible corporate bonds according to the total face value of convertible corporate bonds.
The calculation formula of annual interest is: I = B × i
1: Refers to the annual interest amount;
B: Refers to the total face value of convertible corporate bonds held by the holders of convertible corporate bonds issued this time on the date of interest payment creditor’s rights registration in the interest bearing year (hereinafter referred to as “current year” or “each year”);
i: The current year’s coupon rate of convertible corporate bonds.
(2) Interest payment method
① The interest payment method of convertible corporate bonds is once a year, and the starting date of interest calculation is the first day of issuance of convertible corporate bonds.
② Interest payment date: the interest payment date of each year is the date of each full year from the first date of issuance of convertible corporate bonds issued this time. If the day is a legal holiday or rest day, it shall be postponed to the next trading day without additional interest. The interest year is between two adjacent interest payment days.
The ownership of interest and dividends in the year of share conversion shall be determined by the board of directors of the company in accordance with relevant laws and regulations and the provisions of Shenzhen Stock Exchange.
③ Interest payment creditor’s right registration date: the interest payment creditor’s right registration date of each year is the trading day before the interest payment date of each year. The company will pay the interest of the current year within five trading days after the interest payment date of each year. For the convertible corporate bonds that apply for conversion into the company’s shares before the registration date of interest paying creditor’s rights (including the registration date of interest paying creditor’s rights), the company will no longer pay the interest of this interest year and subsequent interest years to its holders.
④ The tax payable on the interest income obtained by the holders of convertible corporate bonds shall be borne by the holders.
7. Conversion period
The conversion period of convertible bonds issued this time starts from the first trading day six months after the end of the issuance of convertible bonds (March 17, 2022, i.e. the date on which the raised funds are transferred to the issuer’s account) to the maturity date of convertible corporate bonds, i.e. September 19, 2022 to March 10, 2028 (if that day is a legal holiday or non trading day, it will be postponed to the next trading day).
8. Determination and adjustment of conversion price
(1) Determination basis of initial conversion price
The initial conversion price of the convertible bonds issued this time is 76.50 yuan / share, Not less than the average trading price of the company’s shares on the 20 trading days before the announcement date of the prospectus (if there has been a stock price adjustment due to ex right and ex dividend within the 20 trading days, the closing 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.
Average trading price of the company’s shares in the first 20 trading days = total trading volume of the company’s shares in the first 20 trading days / total trading volume of the company’s shares in the last 20 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 trading day before the announcement date of the prospectus / the total trading volume of the company’s shares on that day.
(2) Adjustment and calculation method of conversion price
After this issuance, when the company distributes stock dividends, increases its share capital, issues new shares (excluding the increased share capital due to the conversion of convertible corporate bonds issued this time), distributes shares and distributes cash dividends, The conversion price will be adjusted according to the following formula (two decimal places shall be reserved, and the last one shall be rounded): distribution of stock dividends or conversion of 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 shall be 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 the conversion price adjustment on the information disclosure media of listed companies designated by the CSRC, and specify the date of the conversion price adjustment, the adjustment method and the period of suspension of the conversion (if necessary). When the adjustment date of the conversion price is on or after the application date for conversion of convertible corporate bonds issued this time, and before the registration date of conversion shares, the application of the holder for conversion of shares shall be executed according to the adjusted conversion price of the company.
When the company may have share repurchase, merger, division or any other circumstances, which may change the class, quantity and / or shareholder’s 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, follow the principles of fairness, impartiality The conversion price shall be adjusted in accordance with 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, the relevant provisions of the securities regulatory authorities and the Shenzhen Stock Exchange.
9. Downward correction of conversion price
(1) Correction authority and correction range
During the duration of the convertible corporate bonds issued this time, when the closing price of the company’s shares is lower than 85% of the current conversion price for at least 15 trading days in any 30 consecutive trading days, the board of directors of the company has the right to propose a downward correction scheme for the conversion price and submit it to the shareholders’ meeting of the company for voting.
The above plan can be implemented only after more than two-thirds of the voting rights held by the shareholders attending the meeting are approved. When voting at the general meeting of shareholders, shareholders holding convertible corporate bonds issued this time shall withdraw. The revised conversion price shall not be lower than the higher one between the average trading price of the company’s shares on the 20th trading day before the date of the shareholders’ meeting and the average trading price of the company’s shares on the previous trading day. At the same time, the revised conversion price shall not be lower than the latest audited net asset value per share and stock par value.
If the conversion price has been adjusted within the above 30 trading days, it shall be calculated according to the conversion price and closing price before the conversion price adjustment day, and according to the adjusted conversion price and closing price on the conversion price adjustment day and subsequent trading days.
(2) Correction procedure
If the company decides to revise the conversion price downward, the company will publish relevant announcements on the information disclosure newspapers and Internet websites designated by the CSRC, including the revision range, the equity registration date and the period of suspension of conversion (if necessary). From the first trading day after the equity registration date (i.e. the date of correction of the share conversion price), the application for share conversion shall be resumed and the corrected share conversion price shall be implemented. If the correction date of the conversion price is on or after the conversion application date and before the conversion share registration date, such conversion application shall be executed according to the corrected conversion price.
10. How to determine the number of converted shares
When the holders of convertible corporate bonds issued this time apply for share conversion during the share conversion period, the calculation method of the number of shares converted is q = V ÷ P, and the integer multiple of one share is taken by the tailing method.
Where: Q refers to the number of convertible bondholders applying for share conversion; V refers to the total face value of convertible corporate bonds applied for share conversion by convertible bondholders; P refers to the conversion price effective on the date of application for conversion. The shares applied for conversion by the bondholders of convertible companies must be integer shares. If the balance of convertible corporate bonds is less than one share at the time of share conversion, the company will cash the balance of convertible corporate bonds and the current accrued interest corresponding to the balance within five trading days after the date of share conversion of convertible corporate bondholders in accordance with the relevant provisions of the CSRC, Shenzhen Stock exchange and other departments.
11. Redemption clause
(1) Maturity redemption clause
Within 5 trading days after the expiration of the convertible bonds issued this time, the company will redeem the convertible bonds that have not been converted into shares at the price of 115% of the face value of the bonds (including the last interest).
(2) Conditional redemption clause
During the conversion period of convertible corporate bonds issued this time, in case of any of the following two situations, the company has the right to decide to redeem all or part of the convertible corporate bonds that have not been converted according to the face value of the bonds plus the accrued interest in the current period:
① During the conversion period, if the closing price of the company’s shares for at least 15 trading days in any 30 consecutive trading days is not less than 130% (including 130%) of the current conversion price;
② When the balance of convertible corporate bonds issued this time is less than 30 million yuan.
The calculation formula of current accrued interest is: ia = B × i × t/365
Where: ia refers to the current accrued interest; B refers to the total face value of convertible corporate bonds to be redeemed held by the holders of convertible corporate bonds issued this time; I refers to the coupon rate of convertible corporate bonds in the current year; T refers to the number of interest days, that is, the actual calendar days from the last interest payment date to the redemption date of this interest year (the beginning does not count the end).
The adjustment of the conversion price shall be calculated according to the adjustment of the conversion price 30 days before the closing and after the trading day.
12. Resale clause
(1) Conditional resale clause
In the last two interest bearing years of the convertible corporate bonds issued this time, if the closing price of the company’s shares on any consecutive 30 trading days is lower than 70% of the current conversion price, the convertible corporate bond holders have the right to resell all or part of the convertible corporate bonds held by them to the company at the price of face value plus the current accrued interest.
If the conversion price has been adjusted due to the distribution of stock dividends, conversion of share capital, additional issuance of new shares (excluding the increased share capital due to the conversion of convertible corporate bonds issued this time), allotment of shares and distribution of cash dividends within the above trading days, it shall be calculated according to the conversion price and closing price before the adjustment on the trading day before the adjustment, On the adjusted trading day, it shall be calculated according to the adjusted conversion price and closing price. In case of downward correction of the conversion price, the above “Thirty consecutive trading days” shall be recalculated from the first trading day after the conversion price adjustment.
In the last two interest bearing years, the holders of convertible corporate bonds can exercise the repurchase right once according to the above agreed conditions after the repurchase conditions are met for the first time. If the repurchase conditions are met for the first time and the holders of convertible corporate bonds fail to declare and implement the repurchase within the repurchase reporting period announced by the company at that time, the repurchase right cannot be exercised in that interest bearing year, The holders of convertible corporate bonds cannot exercise part of the repurchase right multiple times.
(2) Additional resale clause
If the implementation of the investment project funded by the convertible corporate bonds issued by the company this time changes significantly compared with the commitment of the company in the prospectus, according to the relevant regulations of the CSRC
