Securities code: Shanghai Aladdin Biochemical Technology Co.Ltd(688179) securities abbreviation: Shanghai Aladdin Biochemical Technology Co.Ltd(688179) Announcement No.: 2022010
Shanghai Aladdin Biochemical Technology Co.Ltd(688179)
Announcement on issuing convertible corporate bonds to unspecified objects
Sponsor (lead underwriter): Western Securities Co.Ltd(002673)
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 legal responsibility for the authenticity, accuracy and integrity of the contents according to law.
hot tip
Shanghai Aladdin Biochemical Technology Co.Ltd(688179) (hereinafter referred to as " Shanghai Aladdin Biochemical Technology Co.Ltd(688179) ," issuer "," company "or" the company ") and Western Securities Co.Ltd(002673) (hereinafter referred to as" Western Securities Co.Ltd(002673) "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 and underwriting (order of the CSRC [No. 144]) Measures for the administration of securities issuance and registration of listed companies on the science and Innovation Board (for Trial Implementation) (order of the CSRC [No. 171] The detailed rules for the implementation of securities issuance and underwriting of listed companies on the science and Innovation Board of Shanghai Stock Exchange (SZF [2020] No. 51) (hereinafter referred to as the "detailed rules") and other relevant provisions organize the implementation of this issuance of convertible corporate bonds to unspecified objects (hereinafter referred to as "convertible bonds" or "ala convertible bonds").
The issuance of convertible corporate bonds to unspecified objects is placed preferentially 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" or "registration company") after the closing of the market on the equity registration date (March 14, 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 sold online to public investors through the trading system of Shanghai Stock Exchange (hereinafter referred to as "Shanghai Stock Exchange"). Investors participating in this offering should carefully read this announcement and the website of Shanghai Stock Exchange (www.sse. Com. CN.) The promulgated implementation rules.
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 preferential 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. There is no distinction between tradable shares with limited sales conditions and tradable shares with unlimited sales conditions. 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 securities allocated to the original shareholders are negotiable securities with unlimited sales conditions.
There is no offline placement by the original shareholders in this issuance.
The original shareholders of this convertible bond issuance have the priority of placing, subscription and payment (t day). The priority subscription of all original shareholders (including shareholders of restricted shares) is carried out through the trading system of Shanghai Stock Exchange. The subscription time is 9:30-11:30 and 13:00-15:00 on March 15, 2022 (t day). The placing code is "726179", and the placing is referred to as "Allah bonds".
(2) Adjustment of the actual allotment proportion of the original shareholders. The preferred placement ratio of the original shareholders disclosed in this announcement is 0003838 hands / share, which is the expected number. If the number of shares that the company can participate in the placement changes as a result of the change in the preferred placement ratio by the date of equity registration of this issuance of convertible bonds (t-1 day), the issuer and the recommendation institution (lead underwriter) will disclose the announcement on the adjustment of the preferred placement ratio of the original shareholders before the Subscription Date (t day). The original shareholders shall determine the number of convertible bonds that can be placed according to the actual placement proportion disclosed in the announcement, and ask the investors to carefully check the distributable balance of "Allah bonds" 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 is 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 100933400 shares, all of which can participate in the preferential placement of the original shareholders. Calculated according to the priority placement proportion of this issuance, the total upper limit of convertible bonds that the original shareholders can subscribe preferentially is 387400 hands.
2. The priority placement date of the original shareholders of this convertible bond issuance and the online subscription date are March 15, 2022 (t day), and the online subscription time is 9:30-11:30 and 13:00-15:00 on t day.
For the part of the original shareholders participating in the preferential placement, they shall pay the full amount of funds at the time of subscription on March 15, 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.
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 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.
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. For investors who participate in online subscription, securities companies shall not apply for cancellation of designated transactions and cancellation of corresponding securities accounts before March 18, 2022 (including T + 3) on the delivery date of successful subscription funds.
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.
4. The success rate of the underwriter and the underwriter will be reported on the online bulletin of Shanghai Securities on March 16, 2023. When the total amount of effective online subscription is greater than the number of online issuance finally determined this time, the sale result shall be determined by lottery. On March 16, 2022 (T + 1), according to the online winning rate of this offering, under the notarization of the notary department, the sponsor (lead underwriter) and the issuer jointly organized the lottery.
5. After winning the subscription of convertible bonds, online investors shall fulfill their payment obligations in accordance with the announcement of online winning results of Shanghai Aladdin Biochemical Technology Co.Ltd(688179) issuing convertible corporate bonds to unspecified objects (hereinafter referred to as the announcement of online winning results), so as to ensure that their capital account will have sufficient subscription funds on March 17 (T + 2) 2022, If you can subscribe for one hand or an integer multiple of one hand of convertible bonds after winning the lottery, the investor's payment shall comply with the relevant regulations of the securities company where the investor is 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 China Clearing Shanghai Branch, 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. Shanghai Stock Exchange has formulated the necessary provisions for the disclosure of investment risks of convertible corporate bonds issued to unspecified objects. From October 26, 2020, if investors participate in the purchase and trading 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 securities company 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.
7. The part of the subscription amount of this issuance less than 387.4 million yuan is underwritten by the sponsor (lead underwriter), and the underwriting base is 387.4 million yuan. The recommendation institution (lead underwriter) shall determine the final placement result and underwriting amount according to the arrival of funds. In principle, the underwriting proportion of the recommendation institution (lead underwriter) shall not exceed 30% of the total issuance, that is, in principle, the maximum underwriting amount is 116.22 million yuan. When the 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 communicate with the issuer: if it is determined to continue to perform the issuance procedure, the final underwriting ratio will be adjusted; If it is determined to take measures to suspend the issuance, it will report to the Shanghai Stock Exchange in time, announce the reasons for suspending the issuance, and choose an opportunity to restart the issuance within the validity period of the approval.
8. If online investors have won the lottery three times in a row but failed to pay in full within 12 months, they shall not participate in the online purchase of new shares, convertible bonds, exchangeable bonds and depositary receipts within 6 months (calculated as 180 natural days, including the next day) from the next day when CSDCC Shanghai branch receives the purchase abandonment declaration.
The situation of abandonment of subscription shall be judged by the investor as a unit, that is, if the investor holds multiple securities accounts and abandons subscription in any securities account under his name (including unqualified and cancelled securities accounts), it shall be included in the number of times the investor abandons subscription.
For the special account for single asset management of customers of securities companies and enterprise annuity account, if the "name of account holder" and "number of valid identity document" in the registration data of securities account are the same, statistics shall be made according to different investors.
The number of times of giving up subscription shall be calculated according to the number of times of investors actually giving up subscription of new shares, convertible bonds, exchangeable bonds and depositary receipts.
9. The self operated account of the sponsor (lead underwriter) of this offering shall not participate in the subscription.
10. 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, and fully understand the subscription of convertible companies. The sponsor (lead underwriter) shall be deemed as the investor and promise that the investor's participation in this subscription complies with the laws and regulations and the provisions of this announcement, All violations and corresponding consequences arising therefrom shall be borne by the investors themselves.
11. 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 should pay attention to the tracking rating report of convertible bonds.
12. 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 relatively complex. It may fall below the issuance price, fluctuate sharply, deviate from the investment value, or even the trading price is lower than the face value. Investors should pay attention to relevant risks.
13. Investors who participate in the convertible bonds of Kechuang board can buy or sell the convertible bonds they hold. However, investors who do not meet the requirements for the appropriateness management of stock investors on the science and innovation board cannot convert their convertible bonds on the science and innovation board into stocks. Investors need to pay attention to the risks and possible impact of their convertible bonds not being able to convert into stocks due to their failure to meet the requirements for the appropriateness management of stock investors on the science and innovation board.
14. All convertible corporate bonds issued this time are converted into shares from newly added shares.
15. The company employs Western Securities Co.Ltd(002673) as the trustee of this convertible bond and enters into a trustee agreement. 2、 The convertible bonds issued this time are divided into two parts
1. Give priority to the original shareholders of the issuer registered after the closing of the stock market on the equity registration date (March 14, 2022, t-1).
(1) The preferential subscription of the original shareholders is carried out through the trading system of Shanghai Stock Exchange, with the placing code of "726179", and the placing is referred to as "Allah bond distribution" for short; The number of convertible bonds that can be preferentially placed by the original shareholders is the number of shares of the issuer registered after the closing of the equity registration date (March 14, 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 3.838 per share, and then converted into a number of hands at the rate of RMB 1000 per hand. Each hand (10 pieces) is an application unit, That is, 0003838 convertible bonds per share.
The original shareholders can decide the amount of convertible bonds actually subscribed according to their own conditions.
(2) If the " Shanghai Aladdin Biochemical Technology Co.Ltd(688179) " shares held by the original shareholders are entrusted to two or more securities business departments, the number of shares that can be subscribed shall be calculated based on the shares entrusted to 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 code is "718179", and the subscription is referred to as "Allah bond". The minimum subscription quantity of each securities account participating in this online offering is 1 hand (10 pieces, 1000 yuan), and more than 1 hand must be an integral multiple of 1 hand. The upper limit of the subscription quantity of each account is 1000 hands (10000 pieces, 1 million yuan). If the upper limit is exceeded, the subscription will be invalid. At the time of subscription, investors do not need to pay the subscription fund.
Important tips
1. Shanghai Aladdin Biochemical Technology Co.Ltd(688179) the issuance of convertible corporate bonds to unspecified objects has been approved and registered by the China Securities Regulatory Commission (hereinafter referred to as the "CSRC") in document zjxk [2022] No. 72. The convertible corporate bonds issued this time are referred to as "ala convertible bonds" for short, and the bond code is "118006".
2. The issue of 387.4 million yuan of convertible bonds, each with a face value of 100 yuan, a total of 3874000, are issued at face value.
3. The Allah convertible bonds issued this time are preferentially placed to the original shareholders of the issuer registered after the closing of the market on March 14, 2022 (t-1), and the balance after the preferential placement of the original shareholders (including the part that the original shareholders give up the preferential placement) is sold online to the public investors of the society through the trading system of Shanghai Stock Exchange
