Securities code: Poco Holding Co.Ltd(300811) securities abbreviation: Poco Holding Co.Ltd(300811) Announcement No.: 2022008 Poco Holding Co.Ltd(300811)
Announcement on issuing convertible corporate bonds to unspecified objects
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.
hot tip
Poco Holding Co.Ltd(300811) (hereinafter referred to as ” Poco Holding Co.Ltd(300811) “, “issuer” or “company”) and recommendation institution (co lead underwriter) Founder Securities Co.Ltd(601901) underwriting recommendation Co., Ltd. (hereinafter referred to as “founder underwriting recommendation”, “recommendation institution (co lead underwriter)” or “Co lead underwriter”) The joint lead underwriters Gf Securities Co.Ltd(000776) (hereinafter referred to as ” Gf Securities Co.Ltd(000776) ” or “joint lead underwriters”) in accordance with the securities law of the people’s Republic of China and the measures for the administration of securities issuance and underwriting (CSRC order [No. 144]) The measures for the administration of securities issuance and registration of companies listed on the gem (for Trial Implementation) (order [No. 168] of the CSRC) (hereinafter referred to as the “measures for the administration of registration”) The detailed rules for the implementation of convertible corporate bond business of Shenzhen Stock Exchange (hereinafter referred to as the “detailed rules”) and the “section III issuance of convertible corporate bonds to unspecified objects” of “Chapter III refinancing, M & A and reorganization” of “self regulatory guidelines for companies listed on the gem of Shenzhen Stock Exchange No. 1 – business handling” And other relevant provisions to organize and implement the issuance of convertible corporate bonds to unspecified objects (hereinafter referred to as “convertible bonds”).
The convertible bonds issued this time shall be placed preferentially to the original shareholders registered by China Securities Depository and Clearing Co., Ltd. Shenzhen Branch (hereinafter referred to as “CSDCC Shenzhen Branch” or “registration company”) 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 this announcement and the website of Shenzhen Stock Exchange (www.szse. CN.) The promulgated implementation rules.
1、 Key issues for investors
The key tips on the issuance process, subscription, payment and disposal of investors’ abandonment of convertible corporate bonds issued to unspecified objects are as follows:
(I) the preferred placement date of the original shareholders of this convertible bond issuance and the online subscription date are March 11, 2022 (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 preferential placement, they shall pay the capital in full according to the number of convertible bonds they have subscribed within their preferential placement quota on March 11, 2022 (t day). The original shareholders and public investors do not need to pay the subscription fund when they participate in the online subscription of the balance after the priority placement.
(II) 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 joint lead underwriters find that the investor fails to comply with the industrial regulatory requirements and applies for purchase beyond the corresponding asset scale or capital scale, the joint lead underwriters have the right to determine that the investor’s subscription is invalid. Investors shall express their purchase intention independently and shall not fully entrust securities companies to purchase on their behalf. (III) investors can only use one securities account to participate in the online subscription of convertible bonds. 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 day.
(IV) the Shenzhen Stock Exchange has formulated the necessary provisions for the disclosure of investment risk of convertible corporate bonds issued to unspecified objects. From October 26, 2020, if investors participate in the purchase transaction of convertible bonds issued to unspecified objects, they shall sign the disclosure of investment risk of convertible corporate bonds issued to unspecified objects (hereinafter referred to as “risk disclosure”) in paper or electronic form. If the investor fails to sign the risk disclosure statement, the member shall not accept its subscription or purchase entrustment. The investor who has held the relevant convertible bonds can choose to continue to hold, convert into shares, resell or sell. The foregoing requirements are not applicable to professional investors who meet the requirements of the measures for the administration of the appropriateness of securities and futures investors, directors, supervisors and senior managers of the convertible bond issuer, and shareholders with a shareholding ratio of more than 5% who apply for and trade the convertible bonds issued by the issuer.
(V) after winning the bidding for the purchase of convertible bonds, online investors shall, in accordance with the announcement on the results of online bidding for the issuance of convertible corporate bonds by Shenzhen Poco Holding Co.Ltd(300811) Materials Co., Ltd. to unspecified objects (hereinafter referred to as “online bidding”)
(announcement on the winning lot results) “) fulfill the obligation of capital settlement and ensure that its capital account will have sufficient subscription capital on March 15 (T + 2) 2022. The transfer of investors’ funds shall comply with the relevant provisions of the securities company where the investors are located. If the investor’s subscription fund is insufficient, the insufficient part shall be deemed as abandoning the subscription, and the resulting consequences and relevant legal liabilities shall be borne by the investor. According to the relevant regulations of CSDCC Shenzhen Branch, the minimum unit to give up subscription is 1 piece. The part of the online winning investors who give up the subscription shall be underwritten by the sponsor (joint lead underwriter).
(VI) when the total number of convertible bonds subscribed by the original shareholders and online investors is less than 70% of the number of this issuance; Or when the total number of convertible bonds subscribed by the original shareholders and paid by online investors is less than 70% of the number of this issuance, the issuer and the joint lead underwriters will negotiate whether to take measures to suspend the issuance and report to the Shenzhen Stock Exchange in time. If the issuance is suspended, announce the reasons for the suspension and restart the issuance at the right time.
The part of the subscription amount of this offering less than 430 million yuan shall be underwritten by the sponsor (joint lead underwriter). The joint lead underwriters shall determine the final placement results and underwriting amount according to the online capital arrival. In principle, the proportion of Founder underwriting recommendation and underwriting shall not exceed 30% of the total amount of this offering, that is, in principle, the maximum underwriting amount is 129 million yuan. When the underwriting proportion exceeds 30% of the total amount of this issuance, the founder underwriting sponsor will start the internal underwriting risk assessment procedure, and the joint lead underwriters will continue to perform the issuance procedure or take measures to suspend the issuance after reaching an agreement with the issuer.
If it is determined to continue to perform the issuance procedures, the sponsor (co lead underwriter) is underwriting, and the sponsor will adjust the final underwriting proportion, fully underwrite the amount less than the subscription amount of investors, and report to the Shenzhen Stock Exchange in time; If it is determined to take measures to suspend the issuance, the joint lead underwriter and the issuer will report to the Shenzhen Stock Exchange in time, announce the reasons for the suspension of the issuance, and choose an opportunity to restart the issuance within the validity period of the approval.
(VII) 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 online new shares, depositary receipts, convertible bonds and exchangeable corporate bonds 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 investors. The number of times of abandonment of subscription shall be calculated according to the cumulative number of new shares, depositary receipts, convertible bonds and exchangeable corporate bonds actually abandoned by investors; If an investor holds multiple securities accounts and abandons subscription in any one of the securities accounts, the number of times of abandonment shall be calculated cumulatively. The situations of abandonment of subscription occurred in 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 registration data of securities accounts are the same, statistics shall be made according to different investors.
(VIII) once the entrustment of the investor is accepted, the order shall not be cancelled.
(IX) the self operated account of the joint lead underwriters shall not participate in this subscription.
(x) there is no guarantee for the convertible bonds issued this time. The company’s ability to repay convertible bonds may be affected by the failure to provide guarantee during the period of issuance of convertible bonds, and the company’s ability to repay convertible bonds may be affected by the failure to provide guarantee during the period of issuance of convertible bonds.
（11） All the convertible bonds issued this time are converted from new shares.
（12） 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 joint 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.
2、 The convertible bonds issued this time are divided into two parts
(I) implement preferential placement to the original A-share shareholders registered after the closing of the stock market on the equity registration date (March 10, 2022, t-1). Of which:
1. The preferred subscription of the original A-share shareholders is carried out through the trading system of Shenzhen Stock Exchange, the placing code is “380811”, and the placing is referred to as “platinum bond distribution” for short; If the number of convertible bonds subscribed by the original shareholders for online priority placement is less than 1, it shall be implemented in accordance with the business guidelines of the securities issuer of CSDCC Shenzhen Branch, that is, the number of preferred subscriptions less than 1 shall be sorted according to the size of the number, and the small number shall be carried forward to the large number of original shareholders participating in the priority subscription, so as to achieve the minimum bookkeeping unit of 1, which shall be carried out in a circular manner until all allocations are completed.
2. If the ” Poco Holding Co.Ltd(300811) ” shares held by the original shareholders are deposited in two or more securities business departments, the number of shares that can be subscribed shall be calculated based on the shares deposited in each business department, and the placement and subscription must be carried out in the corresponding securities business department in accordance with the relevant business rules of the registration company.
3. In addition to participating in the priority placement, the original A-share shareholders can also participate in the online subscription of the balance after the priority placement. (II) the balance of priority allocation and after-sales is issued through the online pricing of the trading system of Shenzhen Stock Exchange. The subscription code is “370811”, and the subscription is referred to as “platinum bond issuance”. The minimum subscription quantity of each securities account participating in this online pricing issuance is 10 (1000 yuan), and each 10 is a subscription unit. If there are more than 10, it must be an integral multiple of 10. The upper limit of subscription for each account is 10000 (1 million yuan), and the excess is invalid
Important tips
1. Poco Holding Co.Ltd(300811) the issuance of convertible corporate bonds to unspecified objects (hereinafter referred to as “platinum convertible bonds”) has been approved for registration by the China Securities Regulatory Commission in the document of CSRC license [2022] No. 121.
2. The issue of 430 million yuan of convertible bonds, each with a face value of 100 yuan, a total of 4.3 million pieces, are issued at face value.
3. The convertible corporate bonds issued this time are referred to as “platinum convertible bonds” for short, and the bond code is “123139”. 4. The number of convertible bonds that can be preferentially placed by the original shareholders in this issuance is the number of shares of the issuer registered after the closing of the market on the equity registration date (March 10, 2022, 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 4.1473 per share, and then converted into the number of convertible bonds at the rate of RMB 100 per piece, each of which is an application unit. The original shareholders can decide the amount of convertible bonds actually subscribed according to their own conditions. 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 trading system of Shenzhen Stock Exchange. The placement code is “380811”, and the placement is referred to as “platinum bond distribution”.
The online placement of less than 1 sheet shall be carried out in accordance with the business guide of the securities issuer of the registration company, that is, the priority subscription quantity of less than 1 sheet shall be sorted according to the quantity, and the small number shall be carried forward to the original shareholders who participate in the priority subscription, so as to achieve the minimum bookkeeping unit of 1 sheet, which shall be carried out in a circular manner until all allocations are completed.
Poco Holding Co.Ltd(300811) currently, the total share capital of A-Shares is 103680000. The company has no repurchase of treasury shares in the special account, that is, the total share capital with the preemptive placement right of the original shareholders is 103680000 shares. According to the preferred placement proportion of this issuance, the total amount of convertible bonds that the original A-share shareholders can subscribe for is about 4299920, accounting for about 999981% of the total amount of convertible bonds issued this time. Since less than one piece is executed in accordance with the business guidelines of securities issuers of CSDCC Shenzhen Branch, the total number of final priority placements may be slightly different.
In addition to participating in the priority placement, the original A-share shareholders can also participate in the online subscription of the balance after the priority placement. 5. General public investors participate in online subscription through the trading system of Shenzhen Stock Exchange. The subscription code is “370811”, and the subscription is referred to as “platinum bond issuance”. The minimum subscription quantity of each account is 10 (1000 yuan). Every 10 sheets is a subscription unit. If there are more than 10 sheets, it must be an integral multiple of 10 sheets. The maximum subscription limit of each account is 10000 sheets (1 million yuan). The excess is invalid subscription. At the time of subscription, investors do not need to pay the subscription fund.
6. The platinum convertible bonds issued this time are not subject to holding period restrictions, and investors can trade the platinum convertible bonds placed on the first day of listing.
7. All the convertible bonds and shares issued this time are new shares.
8. This offering is not listed, and the listing matters will be announced separately. The issuer will go through the relevant listing procedures as soon as possible after the end of this offering.
9. Please invest
