Securities code: Shanxi Panlong Pharmaceutical Group Limited By Share Ltd(002864) securities abbreviation: Shanxi Panlong Pharmaceutical Group Limited By Share Ltd(002864) Announcement No.: 2022006
Shanxi Panlong Pharmaceutical Group Limited By Share Ltd(002864)
Announcement on public issuance of convertible corporate bonds
Sponsor (lead underwriter): Zhongtai Securities Co.Ltd(600918)
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
Shanxi Panlong Pharmaceutical Group Limited By Share Ltd(002864) (hereinafter referred to as " Shanxi Panlong Pharmaceutical Group Limited By Share Ltd(002864) ," company "or" issuer ") and Zhongtai Securities Co.Ltd(600918) (hereinafter referred to as" sponsor (lead underwriter) "or" Zhongtai Securities Co.Ltd(600918) ") in accordance with the securities law of the people's Republic of China, the measures for the administration of securities issuance by listed companies and the measures for the administration of securities issuance and underwriting (order of the CSRC [No. 144]) Detailed rules for the implementation of convertible corporate bond business of Shenzhen Stock Exchange (revised in December 2018) (hereinafter referred to as "detailed rules for the implementation") Shenzhen Stock Exchange Guidelines for business handling of listed companies No. 5 - issuance of convertible corporate bonds to unspecified objects and other relevant provisions publicly issue convertible corporate bonds (hereinafter referred to as "convertible bonds" or "Panlong convertible bonds").
The convertible bonds issued in this public offering are placed first 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 2, 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 are requested to carefully read this announcement and the website of Shenzhen Stock Exchange (www.szse. CN.) The promulgated implementation rules.
Important tips on the issuance process, subscription application, payment and disposal of investors' abandonment are as follows:
1. The priority placement date of the original shareholders of the convertible bond issuance and the online subscription date are March 3, 2022 (t day), and the online subscription time is 9:15-11:30 and 13:00-15:00 on t day. When participating in the preferential placement, the original shareholders shall pay the capital in full according to the number of convertible corporate bonds preferentially placed within the amount of their preferential placement. 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. 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 sponsor (lead underwriter) finds that the investor fails to comply with the industrial regulatory requirements and applies for purchase beyond the corresponding asset scale or capital scale, the sponsor (lead underwriter) has 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.
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 March 2, 2022 (t-1).
4. After winning the subscription of convertible bonds, online investors shall fulfill the obligation of capital settlement in accordance with the announcement of online winning results of Shanxi Panlong Pharmaceutical Group Limited By Share Ltd(002864) public offering of convertible corporate bonds, so as to ensure that their capital account will have sufficient subscription funds on March 7 (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 giving up 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 that online investors give up 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 preferentially subscribed by the original shareholders and the number of convertible bonds paid and subscribed by online investors is less than 70% of the number of this issuance, the issuer and the recommendation institution (lead underwriter) will negotiate whether to take measures to suspend the issuance and report to the CSRC and Shenzhen Stock Exchange in time; If the issuance is suspended, the reasons for the suspension shall be announced and the issuance shall be restarted at an appropriate time within the validity period of the approval.
The part of the subscription amount of this issuance less than 276 million yuan is underwritten by the sponsor (lead underwriter), and the underwriting base is 276 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 proportion shall not exceed 30% of the total amount of this issuance, that is, in principle, the maximum underwriting amount is 82.8 million yuan. 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, 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 and Shenzhen Stock Exchange in time.
6. If online investors have won the lottery for 3 times in a row but failed to pay in full within 12 months, they shall not participate in the subscription of new shares, depositary receipts, convertible bonds and exchangeable 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 abandoning 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 corporate bonds and exchangeable corporate bonds actually abandoned by investors; 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. 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.
7. The self operated account of the sponsor (lead underwriter) of this issuance shall not participate in online subscription.
8. All the convertible bonds and shares issued this time are new shares.
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.
Important tips
1. Shanxi Panlong Pharmaceutical Group Limited By Share Ltd(002864) this public offering of convertible corporate bonds has been approved by China Securities Regulatory Commission (hereinafter referred to as "CSRC") zjxk [2021] No. 3323. 2. The total amount of convertible bonds issued this time is RMB 276 million, each with a face value of RMB 100, a total of 2760000, which are issued at face value.
3. The convertible bonds issued this time are referred to as "Panlong convertible bonds" for short, and the bond code is "127057".
4. The convertible bonds issued this time shall be subject to priority placement to the original shareholders registered by the issuer after the closing of the stock market on the equity registration date (March 2, 2022, t-1). The balance after the priority placement of the original shareholders (including the part abandoned by the original shareholders) shall be issued to the public investors of the society through the trading system of Shenzhen Stock Exchange.
5. The number of convertible bonds that can be preferentially placed by the original shareholders is the number of " Shanxi Panlong Pharmaceutical Group Limited By Share Ltd(002864) " shares registered after the closing of the stock market on the equity registration date (March 2, 2022, t-1). The amount of convertible bonds that can be placed is calculated according to the proportion of 3.2264 yuan of convertible bonds per share, and then converted into the number of convertible bonds at the rate of 100 yuan / piece, each of which is an application unit. The preferred placement of the original shareholders is carried out through the trading system of Shenzhen Stock Exchange. The placement code is "082864", and the placement is referred to as "Panlong debt distribution". The original shareholders can decide the amount of convertible bonds actually subscribed according to their own conditions.
The original shareholders' online placement of less than 1 piece shall be implemented in accordance with the business guide for securities issuers of China Securities Depository and Clearing Co., Ltd. Shenzhen Branch (hereinafter referred to as the "business guide for securities issuers of China Securities Depository and Clearing Co., Ltd. Shenzhen Branch"), that is, the priority subscription quantity of less than 1 piece shall be sorted according to the quantity, Carry the small amount to the large number of original shareholders participating in the preferential subscription, so that the minimum bookkeeping unit is 1 piece, which is carried out circularly until all the shares are allocated.
The total amount of preferred shares available for resale by the issuer after deducting the total number of preferred shares available for resale by the issuer is 679990, and the total amount of preferred shares available for resale by the issuer is about 679990% of the total amount of preferred shares available for resale by the issuer after deducting the total number of preferred shares available for resale by the issuer. 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 shareholders can also participate in the subscription of the balance after the priority placement. For the part of the original shareholders participating in the online priority placement, they shall pay full capital at the time of subscription on t day. The original shareholders do not need to pay the subscription fund for the online subscription of the balance after participating in the online priority placement.
6. General public investors participate in the subscription of the balance after the preferential placement of the original shareholders through the trading system of Shenzhen Stock Exchange. The subscription code is "072864", and the subscription is referred to as "Panlong bond issuance". The minimum subscription unit of each account is 10 (1000 yuan), and each 10 is a subscription unit. If more than 10, it must be an integral multiple of 10. The upper limit of subscription of each account is 10000 (1 million yuan), and the excess part is invalid.
Investors can only use one securities account to participate in the online subscription of convertible bonds. If the investor participates in the purchase of Securities for several times, the same account shall be the first valid subscription account, and the other investors shall use the same subscription account. At the time of subscription, investors do not need to pay the subscription fund. Once the subscription is confirmed by the trading system of Shenzhen Stock Exchange, it shall not be revoked.
7. The Panlong convertible bonds issued this time have no holding period limit, and the investors can trade the placed Panlong convertible bonds on the first day of listing.
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. This convertible bond only uses new shares to convert shares.
10. Investors must pay attention to the specific provisions in the announcement on the issuance method, issuance object, placement method, subscription time, subscription method, subscription procedure, subscription price, subscription quantity and subscription fund payment of Panlong convertible bonds. 11. Investors shall not illegally use other people's accounts or funds for purchase, nor shall they finance or help others finance and purchase in violation of regulations. Investors who apply for and hold Panlong convertible bonds shall comply with relevant laws and regulations and relevant provisions of the CSRC, and bear corresponding legal liabilities.
12. This announcement only gives a brief explanation to investors on matters related to the issuance of Panlong convertible bonds, and does not constitute any investment suggestions for the issuance of Panlong convertible bonds. Investors who want to know more about Panlong convertible bonds, please read the prospectus for Shanxi Panlong Pharmaceutical Group Limited By Share Ltd(002864) public offering of convertible corporate bonds (hereinafter referred to as the "prospectus"), and investors can go to http://www.cn.info.com.cn Query the full text of the prospectus and relevant materials of this offering.
13. Investors must fully understand the various risk factors of the issuer, carefully judge its business status and investment value, and make investment decisions prudently. The issuer's operating conditions may change due to changes in political, economic and industrial environment, and the possible investment risks shall be borne by the investors themselves. The convertible bonds issued this time have no circulation restrictions and lock-in period arrangements, and will be circulated from the date when the convertible bonds issued this time are listed and traded on the Shenzhen Stock Exchange. Investors must pay attention to the investment risk of the price fluctuation of convertible bonds caused by the fluctuation of the company's stock price and interest rate between the issuance date and the listing trading date.
14. For other matters related to this offering, the issuer and the sponsor (lead underwriter) of this offering will, as necessary, go to http://www.cn.info.com.cn And China Securities Journal, Shanghai Securities News, securities times and Securities Daily. Please pay attention to them.
interpretation
Unless otherwise specified, the following words have the following meanings in this issuance announcement: issuer, Shanxi Panlong Pharmaceutical Group Limited By Share Ltd(002864) , company refers to Shanxi Panlong Pharmaceutical Group Limited By Share Ltd(002864) convertible corporate bonds, and convertible refers to the 276 million yuan convertible corporate bonds issued by the issuer this time
Bonds, convertible bonds, Panlong convertible bonds
Refers to the issuer's convertible company of RMB 276 million issued this time
This issue
Bond behavior
Sponsor (lead underwriter)/
Refers to Zhongtai Securities Co.Ltd(600918)
Lead underwriter
