Securities code: Hangzhou Shenhao Technology Co.Ltd(300853) securities abbreviation: Hangzhou Shenhao Technology Co.Ltd(300853) Announcement No.: 2022012 Hangzhou Shenhao Technology Co.Ltd(300853)
Prospectus for issuing convertible corporate bonds to unspecified objects
Suggestive announcement
Sponsor (lead underwriter): Huatai United Securities 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.
Hangzhou Shenhao Technology Co.Ltd(300853) (hereinafter referred to as “issuer” or ” Hangzhou Shenhao Technology Co.Ltd(300853) “) issued 550 million yuan of convertible corporate bonds (hereinafter referred to as “this issuance”) to unspecified objects, which has been approved for registration by the China Securities Regulatory Commission in the document of CSRC license [2022] No. 233.
The convertible bonds issued to unspecified objects will be placed preferentially to the original shareholders registered by China Securities Depository and Clearing Co., Ltd. Shenzhen Branch (hereinafter referred to as “China Securities Depository and Clearing Co., Ltd. Shenzhen Branch” or “registration company”) after the closing of the stock market on the equity registration date, 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 through the trading system of Shenzhen Stock Exchange (hereinafter referred to as “Shenzhen Stock Exchange”).
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 issuance (I) 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 corporate bonds and A-share shares to be converted in the future will be listed on the Shenzhen Stock Exchange. (II) issuance scale and quantity
The total amount of convertible bonds issued this time is RMB 550 million, and the number of convertible bonds issued is 5500000. (III) face value and issue price
The convertible corporate bonds issued this time are issued at face value, with each face value of RMB 100. (IV) basic information of convertible bonds
1. Bond term: the duration of the convertible bonds issued this time is 6 years from the date of issuance, i.e. from March 18, 2022 to March 17, 2028.
2. Coupon rate: 0.3% in the first year, 0.5% in the second year, 1.0% in the third year, 1.8% in the fourth year, 2.4% in the fifth year and 3.0% in the sixth year.
3. Redemption of bonds at maturity: within 5 trading days after the maturity of the convertible bonds issued this time, the issuer will redeem the convertible bonds that have not been converted into shares, and the redemption price at maturity is 110 yuan (including the last interest).
4. Term and method 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 of all convertible bonds that have not been converted into shares and the interest of the last year when due.
(1) Annual interest calculation
Annual interest refers to the current interest enjoyed by the holders of convertible bonds for each full year from the first date of issuance of convertible bonds according to the total face value of the convertible bonds held. The calculation formula of annual interest is: I = B × i. Of which:
1: Refers to the annual interest amount;
B: Refers to the total face value of convertible bonds held by the holders of this convertible bond on the registration date of interest payment creditor’s rights in the interest bearing year (hereinafter referred to as “current year” or “each year”);
i: Refers to the coupon rate of convertible bonds in the current year.
(2) Interest payment method
1) The convertible bonds issued this time adopt the interest payment method of paying interest once a year, and the starting date of interest calculation is the first day of convertible bonds issuance.
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 the convertible bonds issued this time. If the day is a legal holiday or rest day, it shall be postponed to the next working day without additional interest. The interest year is between two adjacent interest payment days.
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 bonds applied 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 convertible bond holder shall be borne by the convertible bond holder.
(3) Repayment of principal and interest at maturity
The company will complete the repayment of the principal and interest of the balance of the bonds within five working days after the expiration of the convertible bonds issued this time.
5. Initial conversion price
The initial conversion price of the convertible bonds issued this time is 34.41 yuan / share, Not less than the average trading price of the company’s A-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 A-Shares on the previous trading day. At the same time, the initial conversion price shall not be lower than the audited net assets per share and par value of shares in the latest period.
The average trading price of the company’s shares in the first 20 trading days = the total trading volume of the company’s shares in the first 20 trading days ÷ the total trading volume of the company’s shares in the 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 previous trading day ÷ the total trading volume of the company’s shares on that day.
6. Conversion period: the conversion period of convertible bonds issued this time starts from the first trading day after the expiration of six months from the date of issuance on March 24, 2022 (T + 4) to the maturity date of convertible bonds. Bondholders have the option to convert shares or not, and become shareholders of the company on the day after the conversion.
7. Credit rating: the credit rating of this convertible bond is a +, and the credit rating of the issuer is a +. 8. Credit rating agency: Dongfang Jincheng International Credit Rating Co., Ltd.
9. Guarantee matters: no guarantee is provided for the convertible bonds issued this time.
(V) issuing time
The 18th day of subscription and the 18th day of online allotment of this year is the preferred date for shareholders. (VI) issuing object
1. Preferential placement to the original shareholders of the issuer: all shareholders of the issuer registered by CSDCC Shenzhen Branch after the closing of the equity registration date announced in the issuance announcement (March 17, 2022, t-1).
2. Online issuance: natural persons, legal persons, securities investment funds and other investors in compliance with laws and regulations holding securities accounts of Shenzhen Stock Exchange (except those prohibited by national laws and regulations).
3. The self operated account of the lead underwriter of this offering shall not participate in online subscription. (VII) issuance method
The Shenhao convertible bonds issued this time are preferentially placed to the original shareholders of the issuer registered after the closing of the market on the equity registration date, and 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.
If the subscription amount is less than 550 million yuan, it shall be underwritten by the lead underwriter.
The base of this issuance of convertible bonds is 550 million yuan. The 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 issuance, that is, in principle, the maximum underwriting amount is 165 million yuan. When the actual 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, and report to the Shenzhen Stock Exchange in time. If the issuance is suspended, announce the reasons for the suspension and choose the opportunity to restart the issuance.
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 lead underwriter finds that the investor fails to comply with the regulatory requirements of the industry and applies for purchase beyond the corresponding asset scale or capital scale, the subscription of the placing object is invalid.
1. Preferential placement to the original shareholders of the issuer
The number of Shenhao convertible bonds that can be preferentially placed by the original shareholders is the number of shares of ” Hangzhou Shenhao Technology Co.Ltd(300853) ” registered after the closing of the stock market on the equity registration date (March 17, 2022, t-1). According to the allocation of 3.7432 yuan per share, it can be a subscription unit, that is, 0037432 convertible bonds per share. The A-share capital of the issuer that can participate in the issuance of preferred placement is 146930400 shares. Calculated according to the proportion of preferred placement in this issuance, the total amount of convertible bonds that can be preferentially placed by the original shareholders is about 5499898, accounting for about 999981% of the total amount of convertible bonds issued this time.
The priority subscription of the original shareholders is carried out through the trading system of Shenzhen Stock Exchange. The placing code is “380853”, the placing is referred to as “Shenhao bond distribution”, and the priority subscription time is t day (9:15-11:30, 13:00-15:00). The minimum subscription unit of each account is 1 piece (100 yuan), and more than 1 piece must be an integral multiple of 1 piece. For the part of the original shareholders participating in the preferential placement, they shall pay full capital at the time of subscription on t day.
If the effective subscription amount of the original shareholder is less than or equal to the total amount of priority subscription, Shenhao convertible bonds can be allocated according to its actual effective subscription amount; If the effective subscription amount of the original shareholder exceeds the total amount of its preemptive subscription, it will be placed according to its actual total amount of preemptive subscription.
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 preferential placement, they shall pay full capital at the time of subscription on t day. The online subscription part of the balance of the original shareholders participating in the preferential placement does not need to pay the subscription fund.
2. Online distribution
Public investors participate in the subscription through the trading system of Shenzhen Stock Exchange. The subscription code is “370853”, and the subscription is referred to as “Shenhao bond issuance”. The minimum subscription quantity of each account is 10 sheets (1000 yuan). Each 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.
The subscription time is March 18, 2022 (t day), which is the normal trading time in the trading system of Shenzhen Stock Exchange, i.e. 9:15-11:30 and 13:00-15:00. In case of major emergencies affecting this issuance, it shall be postponed to the next trading day.
At the time of subscription, investors do not need to pay the subscription fund. The specific amount of convertible bonds subscribed and held by investors shall comply with relevant laws and regulations and relevant provisions of the CSRC, and shall bear corresponding legal liabilities. 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 lead underwriter finds that the investor fails to comply with the regulatory requirements of the industry and applies for purchase beyond the corresponding asset scale or capital scale, the subscription of the placing object is invalid.
The issuer and the lead underwriter shall place convertible bonds in accordance with the following principles. When the total amount of effective subscription is less than or equal to the total amount of online issuance, the investor shall subscribe according to its effective subscription amount; When the total amount of online subscription is greater than the total amount of online issuance, the placement quantity shall be determined according to the lottery results of investors. Winning rate = (online issuance quantity / total online effective subscription) × 100%
On March 18, 2022 (t day), Shenzhen Stock Exchange allocated the number of effective subscription, one subscription number for every 10 (1000 yuan), and transmitted the allocation result to each securities business outlet.
Hangzhou Shenhao Technology Co.Ltd(300853) and the lead underwriter will announce the success rate of this online offering on March 21, 2022 (T + 1).
On March 21, 2022 (T + 1), notarized by the notary department, the issuer and the lead underwriter jointly organized the lottery to confirm the lottery results. The issuer and the lead underwriter will announce the winning results on March 22, 2022 (T + 2). The investor shall confirm the number of Shenhao convertible bonds subscribed according to the winning lot number, and subscribe 10 (1000 yuan) for each winning lot number.
Online investors shall, according to the winning results announced on March 22, 2022 (T + 2), ensure that their capital account has sufficient subscription funds on that day. The insufficient part shall be deemed as abandoning the subscription, and the resulting consequences and relevant legal liabilities shall be borne by the investors themselves. The transfer of investors’ funds shall comply with the relevant provisions of the securities company where the investors are located.
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 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. (VIII) place of issue
All securities trading outlets networked with the trading system of Shenzhen Stock Exchange in China.
(IX) lock up period
There is no holding period limit for the issued Shenhao convertible bonds, and the trading of Shenhao convertible bonds placed by investors will begin on the first day of listing. (x) underwriting method
The part of this offering that investors give up subscription shall be underwritten by the sponsor (lead underwriter). The recommendation institution (lead underwriter) shall determine the final placement result and underwriting amount according to the online capital arrival. The underwriting base is 550 million yuan, and the underwriting proportion shall not exceed 30% of the total issuance in principle, that is, in principle, the maximum underwriting amount is 165 million yuan. When the actual underwriting ratio exceeds 30% of the total amount of this issuance, the lead underwriter will start the internal underwriting risk assessment procedure and 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 lead underwriter 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 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. （11） Listing arrangement
The issuer will apply to the Shenzhen stock exchange for listing as soon as possible after the end of this offering and go through the relevant listing procedures. The specific listing time will be announced separately. (XII)
