Securities code: Hangzhou Todaytec Digital Co.Ltd(300743) securities abbreviation: Hangzhou Todaytec Digital Co.Ltd(300743) Announcement No.: 2022015 Hangzhou Todaytec Digital Co.Ltd(300743)
Gem issues convertible corporate bonds to non-specific objects. Sponsor (lead underwriter): Orient Securities Company Limited(600958) underwriting sponsor Co., Ltd
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
Hangzhou Todaytec Digital Co.Ltd(300743) (hereinafter referred to as ” Hangzhou Todaytec Digital Co.Ltd(300743) ,” company “or” issuer “) and Orient Securities Company Limited(600958) underwriting recommendation Co., Ltd. (hereinafter referred to as” Oriental Investment Bank “,” recommendation institution (lead underwriter) “or” lead underwriter “) in accordance with the Securities Law of the people’s Republic of China Measures for the administration of securities issuance and registration of companies listed on the gem (for Trial Implementation) (CSRC order [No. 168]), measures for the administration of securities issuance and underwriting (CSRC order [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”) and “section 3 of Chapter III refinancing, M & A and reorganization, issuing convertible corporate bonds to unspecified objects” 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” or “Tiandi convertible bonds”).
The convertible bonds issued this time will be placed first to the original shareholders registered in Shenzhen Branch of China Securities Depository and Clearing Corporation Limited (hereinafter referred to as “Shenzhen Branch of China Securities Depository and Clearing Corporation” or “registration company”) after the closing of the market on the equity registration date (March 11, 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, payment and investor abandonment are as follows:
1. The priority placement date of the original shareholders of this convertible bond issuance and the online subscription date are March 14, 2022 (t day), and the subscription time is 9:15-11:30 and 13:00-15:00 on t day. When the original shareholders participate in the priority placement on March 14, 2022 (t day), they shall pay the capital in full according to the number of convertible corporate bonds preferentially placed within their priority placement limit. 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, and shall not purchase beyond the asset 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. Once an investor’s entrustment is accepted, it shall not cancel the order.
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 11, 2022 (t-1).
4. After winning the subscription of convertible bonds, online investors shall fulfill their payment obligations in accordance with the announcement of online winning results of issuing convertible corporate bonds to unspecified objects on Hangzhou Todaytec Digital Co.Ltd(300743) gem (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 16 (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 subscribed by the original shareholders and the number of convertible bonds 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 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 issuance less than 172 million yuan shall be underwritten by the sponsor (lead underwriter). The underwriting base is 172 million yuan. The recommendation institution (lead underwriter) determines 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 issuance, that is, in principle, the maximum underwriting amount is 51.6 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, 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, China Eastern Investment Bank will adjust the final underwriting proportion, fully underwrite the amount less than the subscription amount of investors, and report to Shenzhen Stock Exchange in time; If it is determined to take measures to suspend the issuance, the lead underwriter and the issuer will timely report to the Shenzhen Stock Exchange, announce the reasons for the suspension of the issuance, and choose an opportunity to restart the issuance within the validity period of the approval.
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 corporate 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 corporate 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.
7. The self operated account of the sponsor (lead underwriter) of this offering shall not participate in the subscription.
8. No guarantee is provided for this issuance of convertible bonds. The company did not provide guarantee measures for the issuance of convertible bonds this time. If there are events that have a significant negative impact on the company’s operation and management and solvency during the duration of convertible bonds, the convertible bonds may increase the cashing risk due to the failure to provide guarantee.
9. All the convertible bonds and shares issued this time are new shares.
10. The total amount of funds raised by the proposed issuance of convertible corporate bonds is RMB 172 million, a total of 1.72 million.
11. The conversion period of convertible corporate bonds issued this time starts from the first trading day after the expiration of six months from the date of issuance (March 18, 2022, i.e. the date when the raised funds are transferred to the issuer’s account) to the maturity date of convertible corporate bonds, That is, from September 19, 2022 to March 13, 2028 (in case of legal holidays or rest days, it will be extended to the first trading day thereafter; the interest payment during the extended period will not be calculated separately).
12. 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.
The issuer and the recommendation institution (lead underwriter) solemnly remind the majority of investors to pay attention to investment risks and invest rationally, and carefully read the information disclosed on cninfo (www.cn. Info. Com. CN) on March 10, 2022 (T-2) The full text of the announcement on the issuance of convertible corporate bonds by the Hangzhou Todaytec Digital Co.Ltd(300743) gem to unspecified objects (hereinafter referred to as the “issuance announcement”) and the prospectus on the issuance of convertible corporate bonds by the Hangzhou Todaytec Digital Co.Ltd(300743) gem to unspecified objects (hereinafter referred to as the “prospectus”).
Hangzhou Todaytec Digital Co.Ltd(300743) the issuance of convertible corporate bonds (hereinafter referred to as “Tiandi convertible bonds” or “convertible bonds”) to unspecified objects has been approved for registration by the CSRC in the document of “Zhengjian license [2021] No. 4113”. Investors can go to www.cn.info.com.cn Query the full text of the prospectus and relevant materials of this offering. The issuance plan of this issuance is as follows:
1. The total amount of convertible bonds issued this time is RMB 172 million, each with a face value of RMB 100, a total of 1.72 million, which are issued at face value.
2. The convertible bonds issued this time are referred to as “Tiandi convertible bonds” for short, and the bond code is “123140”.
3. The Tiandi convertible bonds issued this time will be preferentially placed to the original shareholders registered by the issuer after the closing of the stock market on the equity registration date (March 11, 2022, t-1). The balance after the priority placement of the original shareholders (including the part that the original shareholders give up the priority placement) will be issued to the public investors online through the trading system of Shenzhen Stock Exchange. 4. The number of convertible bonds that can be preferentially placed by the original shareholders is the number of shares of the issuer registered on the equity registration date (March 11, 2022) (t-1). The amount of convertible bonds can be calculated according to the proportion of 1.2446 yuan of convertible bonds per share, and then converted into the number of convertible bonds at the rate of 100 yuan / piece. Each piece (100 yuan) is an application unit. The allotment of bonds issued to the shareholders through the original online allotment system is referred to as the “preferred allotment code” of the original allotment system.
The part of the original shareholders’ online priority placement of less than 1 piece shall be implemented in accordance with the business guidelines of the securities issuer of CSDCC Shenzhen Branch, that is, the priority subscription quantity of less than 1 piece shall be sorted according to the quantity, 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 piece, and the cycle shall be carried out until all the shares are allocated.
The issuer has 138190126 A shares in total (no treasury shares in the special account for repurchase). Calculated according to the priority placement proportion of this issuance, the total amount of convertible bonds that the original shareholders can subscribe for is about 1719914, accounting for about 999950% 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 shareholders can also participate in the online subscription of the balance after the priority placement. For the part of the original shareholders participating in the online priority placement, they shall pay the full amount of funds at the time of subscription on t day (March 14, 2022). 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.
5. The balance after the preferential placement of the original shareholders (including the part that the original shareholders give up the preferential placement) is issued online to public investors through the trading system of Shenzhen Stock Exchange. The part of the subscription amount of this issuance less than 172 million yuan shall be underwritten by the balance of the recommendation institution (lead underwriter). The underwriting base is 172 million yuan. The lead underwriter determines the final placement result and underwriting amount according to the online capital arrival. In principle, the underwriting proportion of the lead underwriter shall not exceed 30% of the total issuance, that is, in principle, the maximum underwriting amount is 51.6 million yuan. When the underwriting ratio exceeds 30% of the total amount of this issuance, 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. If it is determined to continue to perform the issuance procedures, China Eastern Investment Bank will adjust the final underwriting proportion, fully underwrite the amount less than the subscription amount of investors, and report to Shenzhen Stock Exchange in time; If it is determined to take measures to suspend the issuance, the lead underwriter and the issuer will timely report to the Shenzhen Stock Exchange, announce the reasons for the suspension of the issuance, and choose an opportunity to restart the issuance within the validity period of the approval.
6. Social public investors participate in online issuance through the trading system of Shenzhen Stock Exchange. The subscription code is “370743”, and the subscription is referred to as “Tiandi bond issuance”. The minimum subscription quantity of each account is 10 sheets (1000 yuan), and each 10 sheets is a subscription unit. If there are more than 10 sheets, it must be an integral multiple of 10 sheets. The purchase limit of each account is 10000 pieces (1 million yuan), and the excess part is invalid. At the time of subscription, investors do not need to pay the subscription fund. 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, or if the investor uses the same securities account to participate in the subscription for many times, the first subscription of the investor shall be valid, and the other subscriptions shall be invalid. Once the subscription is confirmed by the trading system of Shenzhen Stock Exchange, it shall not be revoked.
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 sponsor (lead underwriter) finds that the investor does not comply with the industrial regulatory requirements, 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
